Big Lots 2007 Annual Report Download - page 80

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- 8 -
- 8 -
As amended and restated effective May 29, 2008.
of death or Disability may be exercised until the earlier of one year after Termination of Employment or until the
expiration date specified in the Award Agreement or (2) for any reason other than death or Disability, may be
exercised the earlier of 90 days after Termination of Employment or the expiration date specified in the Award
Agreement.
ARTICLE VIII
RESTRICTED STOCK/RESTRICTED STOCK UNITS
8.1Restricted Stock. Except as provided in Section 4.4, the Committee may grant Restricted Stock to Participants at
any time during the term of this the Plan.
(1)Restricted Stock Grant, Awards and Certificates. Each Participant receiving a Restricted Stock Award shall
be issued a certificate (or other representation of title) in respect of such Restricted Stock. That certificate shall
be registered in the name of such Participant and shall bear an appropriate legend describing the terms,
conditions and restrictions applicable to such Award as determined by the Committee. The Committee, in its
discretion, may distribute the certificate to the Participant or require that the certificate be held in escrow by the
Company until the Restriction Period lapses and, as a condition of receiving any Restricted Stock Award, the
Participant delivers a share power, endorsed in blank, relating to the Common Shares underlying the Restricted
Stock Award.
(2)Terms and Conditions. Restricted Stock shall be subject to such terms and conditions as specified in the
Award Agreement, including:
(a)Restrictions. The Award Agreement will specify the Restriction Period and the terms and conditions
that must be met if the Restricted Stock is to be earned. These may include an acceleration of the
Restriction Period based on one or more of the performance goals listed in Section 10.3. The Committee
also may impose more than one Restriction Period affecting simultaneously granted Restricted Stock
Awards; provided however, that (except in the case of Restricted Stock subject to Section 10.1 or
Restricted Stock substituted under Ssection 13.9) the Restriction Period (1) affecting no more than one-
third of such Restricted Stock, may not lapse earlier than one year after the Grant Date, (2) affecting no
more than one-half of the remaining Restricted Stock may not lapse earlier than two years after the Grant
Date and (3) affecting the remaining Restricted Stock may not lapse earlier than three years after the Grant
Date.
(b)Rights. Except as provided in Section 13.7 during the Restriction Period, a Participant receiving a
Restricted Stock Award will have, with respect to the Restricted Stock, all of the rights of a shareholder of
the Company holding the class of Common Shares that is the subject of the Restricted Stock, including, if
applicable, the right to vote the shares and the right to receive any cash dividends. However, any dividends
paid on Restricted Stock held in escrow also will be held in escrow and either will be paid to the
Participant or forfeited at the end of the Restriction Period, depending on whether the Restricted Stock on
which they were paid is earned or forfeited. Also, any stock dividends will be subject to the same
restrictions that affect the Restricted Stock with respect to which the dividend was paid. Dividends paid
out of escrow will be treated as remuneration for employment unless an election has been made under
Section 13.17 of the Plan.
(c)Forfeiture. Unless otherwise specifically provided in the Award Agreement, all Restricted Stock will
be forfeited if the Participant Terminates Employment before the end of the Restriction Period or if
applicable terms and conditions have not been met at the end of the Restriction Period. If forfeited
Restricted Stock was held in escrow during the Restriction Period, it will be released from escrow. If
forfeited Restricted Stock was issued to the Participant, the share certificates will be returned and
cancelled.
(d)Settlement. If all terms and conditions imposed on the Restricted Stock Award are met, unlegended
certificates (or other representation of title) for such Common Shares shall be delivered to the Participant.
(e)Price. The Committee may require a Participant to pay a stipulated purchase price for each share of
Restricted Stock.