Big Lots 2007 Annual Report Download - page 79

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As amended and restated effective May 29, 2008.
Company to the extent it would violate applicable provisions of the Sarbanes-Oxley Act of 2002; (c)
withholding byauthorizing the Company to withhold from theof Common Shares to be issued pursuantsubject
to the Option a number of Common Shares having a total Fair Market Value as of the date of exercise equal to
the Exercise Price; or (d) any combination of the foregoing.
6.3Effect of Termination of Employment. Unless otherwise specifically provided in an Award Agreement or
determined by the Committee, any exercisable Options held by a Participant who Terminates Employment (1)
because of death or Disability may be exercised until the earlier of one year after Termination of Employment or the
expiration date specified in the Award Agreement; provided, however, that a Participant may not exercise an ISO
more than 3 months following such Participant’s Termination of Employment for any reason other than due to death
or Disability or the expiration date specified in the Award Agreement, if earlier or (2) for any reason other than
death or Disability may be exercised until the earlier of 90 days after Termination of Employment or the expiration
date specified in the Award Agreement.
6.4Notice of Disposition of Common Shares Prior to the Expiration of Specified ISO Holding Periods. The
Committee may require that a Participant exercising an ISO give a written representation, satisfactory in form and
substance, upon which the Company may rely, that the Participant will report to the Company any disposition of
Common Shares acquired through exercise of an ISO before expiration of the holding periods specified by Code
§422(a)(1).
ARTICLE VII
STOCK APPRECIATION RIGHTS
7.1Grant of SARs. The Committee may grant SARs to Participants at any time during the term of thisthe Plan,
either alone or in tandem with other Awards. If all the terms and conditions specified in the Award Agreement are
met, the Participant may exercise the SAR and receive Common Shares under the procedures described in this
sSection 7.1.
7.2Terms and Conditions. SARs shall be subject to the terms and conditions specified in the Award Agreement,
including:
(1)Exercise Price. The Exercise Price may not be less than 100 percent of Fair Market Value on the Grant
Date.
(2)Period and Exercise. The Award Agreement will specify the period over which a SAR may be exercised
and the terms and conditions that must be met before it may be exercised, although (i); provided, however, that
(a) a SAR Award Agreement (which is not a substitution under sSection 13.9) shall not permit more than one-
third of SARs granted thereunder to be exercised before each of the first three anniversary dates after its Grant
Date and (ii)(b) a SAR Award Agreement may not permit the SAR Award to be exercisable for more than
ten10 years after its Grant Date. The Committee may provide in the Award Agreement for an accelerated
exercise of all or part of a SAR upon specified events or conditions, including one or more of the performance
goals listed in Section 10.3. Also, the Committee may accelerate the exercisability of all or part of any SAR. A
Participant may exercise a SAR giving written notice of exercise on a form acceptable to the Committee
specifying the portion of the SAR being exercised.
(3)Settlement.Except as otherwise provided in the Award Agreement, whenWhen a SAR is exercised, the
Participant shall be entitled to receive a number of Common Shares (or, if permitted by rules issued under Code
§409A, cash or, if permitted by rules issued under Code §409A, a combination of cash or Common Shares (as
determined by the Participant) as follows: (a) )equal toif the SAR Award is settled in cash, the Participant
shall receive an amount of cash equal to the product of (i) the excess of the Fair Market Value of one Common
Share on the date of exercise over the Exercise Price, multiplied by (ii) the number of SARs being settled and;
and (b) if the SAR Award is settled in Common Shares, the Participant shall receive a number of Common
Shares equal to the amount of the cash settlement, divided by the Fair Market Value of one Common Share on
the date of exercise. Also, and unless permitted by rules issued under Code §409A, neither the Company nor an
Affiliate may repurchase the Common Shares delivered in settlement of a SAR or enter into an arrangement
that has a similar effect.
7.3Effect of Termination of Employment. Unless otherwise specifically provided in an Award Agreement or
determined by the Committee, any exercisable SARs held by a Participant who Terminates Employment (1) because
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