Big Lots 2009 Annual Report Download - page 87

B-6
to the extent necessary to avoid penalties arising under Code §409A, even if those amendments reduce, restrict
or eliminate rights or Awards granted under the Plan or an Award Agreement (or both) before those amendments;
provided, however, that the Company or the Committee may (but neither is required to) reimburse an affected
Participant or Beneficiary for any diminution in the value of an Award associated with any such change.
ARTICLE VI
OPTIONS
6.1 Grant of Options. Except as provided in Section 4.5, the Committee may grant Options to Participants at any
time during the term of the Plan. However:
(1) No Option intended to be an ISO may be granted more than seven years after the Effective Date.
(2) Only a person who is a common-law employee of the Company or an Affiliate on the Grant Date, may be
granted an ISO. Any Option that is not designated as an ISO or which does not qualify as an ISO will be a NQSO.
6.2 Terms and Conditions. Options shall be subject to the terms and conditions specified in the Award Agreement,
including:
(1) Exercise Price. The Exercise Price shall not be less than (a) 100 percent of Fair Market Value on the Grant
Date or (b) 110 percent of Fair Market Value on the Grant Date in the case of an ISO granted to an individual (a
“10 percent Owner”) who owns or who is deemed to own shares possessing more than 10 percent of the total
combined voting power of all classes of shares of the Company or any Affiliate, as determined under Code §422.
(2) Option Period. The Option Period of each Option will be specified in the Award Agreement, provided that
no Option shall be exercisable fewer than six months after the Grant Date or more than 10 years after the Grant
Date (five years in the case of an ISO granted to a 10 percent Owner).
(3) Exercisability. Subject to Article X, an Option shall be exercisable under terms specified in the Award
Agreement; provided, however, that an Option (which is not a substitution under Section 13.9) shall not
permit more than one-third of any Common Shares thereunder to be purchased before each of the first three
anniversary dates after its Grant Date. The Committee may provide in the Award Agreement for an accelerated
exercise of all or part of an Option 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 Option at any time. The aggregate Fair Market Value (determined at the Grant Date) of the Common
Shares subject to ISOs that are exercisable by a Participant for the first time during any calendar year (under
all plans of the Company and its Affiliates) shall not exceed $100,000, calculated under Code §422.
(4) Method of Exercise. Subject to the provisions of this Article VI and the Award Agreement, a Participant
may exercise Options, in whole or in part, during the Option Period by giving written notice of exercise on a
form provided by the Committee specifying the number of whole Common Shares subject to the Option to be
purchased. Such notice must be accompanied by payment of the Exercise Price by cash or certified check or
other form of payment acceptable to the Committee at the time of exercise, including (a) delivering Common
Shares already owned by the Participant (for any minimum period required by the Committee) having a total
Fair Market Value on the date of delivery equal to the Exercise Price; (b) the delivery of cash by a broker-
dealer as a “cashless” exercise, provided this method of payment may not be used by an executive officer
of the Company to the extent it would violate applicable provisions of the Sarbanes-Oxley Act of 2002; (c)
authorizing the Company to withhold from the Common Shares to be issued pursuant 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 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.