Big Lots 2009 Annual Report Download - page 88

B-7
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 the 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 Section 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; provided, however, that (a) a SAR
Award Agreement (which is not a substitution under Section 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 (b) a SAR Award Agreement may not permit the SAR Award to be exercisable for more than 10 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, when a SAR is exercised, the Participant
shall be entitled to receive a number of Common Shares, cash or a combination of cash or Common Shares (as
determined by the Participant) as follows: (a) if 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 (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, 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 may be exercised until the
earlier of one year after Termination of Employment or the expiration date specified in the Award Agreement.
ARTICLE VIII
RESTRICTED STOCK/RESTRICTED STOCK UNITS
8.1 Restricted Stock. Except as provided in Section 4.4, the Committee may grant Restricted Stock to Participants at
any time during the term of 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