Big Lots 2009 Annual Report Download - page 89

B-8
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 Section 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.
8.2 Restricted Stock Units. Except as provided in Section 4.4, the Committee may grant Restricted Stock Units
to Participants at any time during the term of the Plan. Restricted Stock Units shall be subject to the terms and
conditions specified in the Award Agreement, including:
(1) Restrictions. The Award Agreement will specify the Restriction Period and the terms and conditions
that must be met if the Restricted Stock Units are 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 Units Award;
provided however, that (except in the case of Restricted Stock Units subject to Section 10.1 or substituted
under Section 13.9) the Restriction Period (a) affecting no more than one-third of such Restricted Stock Units,
may not lapse earlier than one year after the Grant Date, (b) affecting no more than one-half of the remaining
Restricted Stock Units may not lapse earlier than two years after the Grant Date and (c) affecting the remaining
Restricted Stock Units may not lapse earlier than three years after the Grant Date.
(2) Rights. During the Restriction Period, a Participant receiving a Restricted Stock Unit Award will not have,
with respect to the Restricted Stock Unit, any of the rights of a shareholder of the Company.
(3) Forfeiture. Unless otherwise specifically provided in the Award Agreement, all Restricted Stock Units 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.