Big Lots 2009 Annual Report Download - page 90

B-9
(4) Settlement. Within two and one-half months after all terms and conditions imposed on the Restricted Stock
Unit Award and specified in the Award Agreement have been met, the Committee, in its discretion, will issue
unlegended certificates (or other representation of title) for Common Shares equal to the number of Restricted
Stock Units to be settled, redeem the Restricted Stock Units for cash equal to the Fair Market Value (as of the last
day of the Restriction Period) of the Restricted Stock Units being settled or deliver any combination of unlegended
certificates or cash to the Participant having an aggregate value equal to the Restricted Stock Units being settled.
ARTICLE IX
PERFORMANCE UNITS
9.1 Grant of Performance Units. Except as provided in Section 4.4 of the Plan, the Committee may grant to
Participants Performance Units at any time during the term of the Plan.
9.2 Terms and Conditions. The Committee may, in its discretion, grant Performance Units to Participants. Performance
Units may be subject to any terms and conditions, including vesting, that the Committee specifies in the Award
Agreement and to the terms of the Plan; provided, however, that a Performance Unit Award Agreement (other than one
executed under Section 13.9 of the Plan or subject to Section 10.1 of the Plan) shall not permit more than one-third of
the Performance Units granted thereunder to vest before each of the first three anniversary dates after its Grant Date.
Performance Units may constitute Performance-Based Awards, as described in Article X. The Award Agreement will
state the form in which the Performance Unit is to be settled and when the Performance Unit will be settled. Common
Shares issued through a Performance Unit Award may be issued with or without payment by the Participant as required
by applicable law or any other consideration specified by the Committee.
9.3 Settling Performance Units. One Common Share will be issued for each Performance Unit to be settled unless
the Award Agreement provides for settlement in cash or partially in cash and partially in Common Shares. If all or
part of any Performance Unit Award is to be settled in cash, the amount distributed will be equal to the Fair Market
Value (as of the settlement date specified in the Award Agreement) of the number of Common Shares that otherwise
would have been distributed to settle the Performance Unit.
9.4 Forfeiture. Unless otherwise specifically provided in the Award Agreement, all Performance Units will be
forfeited if the Participant Terminates Employment before meeting all applicable terms and conditions.
ARTICLE X
PERFORMANCE-BASED AWARDS
10.1 Grant of Performance-Based Awards. Any Award may be granted in a form that qualifies as “qualified
performance-based compensation” as defined under Code §162(m). As determined by the Committee, in its sole
discretion, either the granting or vesting of Performance-Based Awards will be based on achieving one or more (or
any combination of) performance objectives derived from the criteria listed below over the Performance Period
established by the Committee. However, a particular Performance-Based Award Agreement shall not permit (1)
the exercisability of a Performance-Based Option or Performance-Based SAR before the first anniversary date
after its Grant Date, (2) the lapse of the Restriction Period in the case of a Restricted Stock Award or Restricted
Stock Unit Award before the first anniversary date after its Grant Date, (3) the vesting of a Performance-Based
Performance Unit before the first anniversary date after its Grant Date, or (4) except upon the attainment of the
performance objectives to which the relevant Award relates and the certification required by Section 10.4, the lapse
of the Restriction Period in the case of a Restricted Stock Award or a Restricted Stock Unit Award or the vesting of a
Performance-Based Performance Unit in the event of a Participant’s Termination of Employment (other than due to
death or Disability).
10.2 Establishing Objectives. With respect to Performance-Based Awards, the Committee will establish in writing
the performance objectives to be applied and the Performance Period (which may not be shorter than 12 fiscal
periods (which may consist of a four or five week period) of the Company except for the inaugural Performance
Period in the case of an employee who first becomes a Participant after the beginning of a fiscal year of the
Company) over which their achievement will be measured, the method for computing the value of the Award that
may be earned if (and to the extent that) those performance objectives are met and the Participants or class of