Big Lots 2009 Annual Report Download - page 65

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not be exercised sooner than one year after the grant date. Pursuant to the terms of the 2005 Incentive Plan, the
Committee may accelerate the vesting of stock options. A stock option shall expire no later than 10 years after the
grant date. In general, a stock option expires upon the earlier of (i) its stated expiration date or (ii) one year after
the participant terminates service (except in the case of ISOs which must be exercised within three months after a
termination of service, other than due to death or disability).
Stock Appreciation Rights
A SAR entitles the participant, upon settlement, to receive a payment based on the excess of the fair market value
of our common shares on the settlement date over the base price of the SAR, multiplied by the number of SARs
being settled. The base price of a SAR may not be less than the fair market value of our common shares on the
grant date. SARs may be payable in cash, our common shares or a combination of both.
The Committee determines the vesting requirements and the payment and other terms of a SAR. Vesting may
be based on the continued service of the participant for specified time periods or the attainment of a specified
business performance goal established by the Committee or both. In general, no more than one-third of a SAR may
be exercised before each of the first three anniversary dates after the grant date. However, if vesting is based on
the attainment of a specified business performance goal established by the Committee, then the SAR may not vest
before the first anniversary after the grant date. Pursuant to the terms of the 2005 Incentive Plan, the Committee
may accelerate the vesting of SARs. A SAR shall expire no later than 10 years after the grant date. In general, a
SAR expires upon the earlier of (i) its stated expiration date or (ii) one year after the participant terminates service.
SARs may be granted on a stand-alone basis or in tandem with another Award. A stand-alone SAR is a SAR that
is not associated with any other Award. A tandem SAR is a SAR that is granted in association with a stock option,
is subject to the same terms that affect the stock option and may be exercised instead of the stock option (in which
case the stock option is cancelled) or expires if the stock option is exercised.
Restricted Stock
A restricted stock Award represents our common shares that are issued subject to restrictions on transfer and
vesting requirements as determined by the Committee. Vesting requirements may be based on the continued
service of the participant for specified time periods or the attainment of a specified business performance goal
established by the Committee. In general, no more than one-third of simultaneously granted restricted stock
Awards may vest before each of the first three anniversary dates after the grant date. However, if vesting is based
on the attainment of a specified business performance goal established by the Committee, then the restricted stock
may not vest sooner than the first anniversary after the grant date.
Subject to the transfer restrictions and vesting requirements of the restricted stock Award, the participant has the
same rights as our shareholders during the restriction period, including all voting and dividend rights, although the
Committee may provide that dividends and restricted stock certificates will be held in escrow during the restriction
period (and forfeited or distributed depending on whether applicable performance goals or service restrictions
have been met). Also, any stock dividends will be subject to the same restrictions that apply to the restricted stock
upon which the stock dividends are issued. Unless the Committee specifies otherwise in the Award agreement,
the restricted stock is forfeited if the participant terminates service before the restricted stock vests or if applicable
terms and conditions have not been met at the end of the restriction period.
Restricted Stock Units
An Award of restricted stock units provides the participant the right to receive a payment based on the value of our
common shares. Restricted stock units may be subject to such vesting requirements, restrictions and conditions
to payment as the Committee determines are appropriate. Vesting requirements may be based on the continued
service of the participant for a specified time period or on the attainment of a specified business performance goal
established by the Committee. In general, no more than one-third of simultaneously granted restricted stock unit
Awards may vest before each of the first three anniversary dates after the grant date. However, if vesting is based
on the attainment of a specified business performance goal established by the Committee, then the restricted stock
units may not vest sooner than the first anniversary after the grant date. Restricted stock units are payable in cash,
our common shares or a combination of both, as determined by the Committee.