Big Lots 2011 Annual Report Download - page 91

A-11
Article 6. Options
6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to
Eligible Individuals in such number, and upon such terms, and at any time and from time to time as shall be
determined by the Committee; provided that ISOs may be granted only to Employees of the Company or of any
parent or subsidiary corporation (as permitted under Code Sections 422 and 424). However, unless legitimate
business criteria exist (within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii)(E)(1)), an Eligible Individual
may only be granted Options to the extent that such individual provides services to the Company or an Affiliate of
the Company that is part of the Company’s controlled group for purposes of Code Section 409A.
6.2 Option Award Agreement. Each Option grant shall be evidenced by an Award Agreement that
shall specify the Exercise Price, the term of the Option, the number of Shares to which the Option pertains, the
conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee
shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify
whether the Option is intended to be an ISO or a NQSO.
6.3 Exercise Price. The Exercise Price for each grant of an Option shall be determined by the Committee
and shall be specified in the Award Agreement; provided, however, the Exercise Price must be at least equal to
(a) one hundred percent (100%) of the FMV of the Shares as determined on the Grant Date, or (b) one hundred
ten percent (110%) of the FMV of the Shares as determined on the Grant Date in the case of an ISO granted to an
individual who owns or who is deemed to own shares possessing more than ten percent (10%) of the total combined
voting power of all classes of shares of the Company or any Affiliate, as determined under Code Section 422.
6.4 Term of Options. Each Option granted to a Participant shall expire at such time as the Committee
shall determine at the time of grant; provided, however, no Option shall be exercisable earlier than six (6) months
after the Grant Date or later than the seventh (7th) anniversary date of the Grant Date.
6.5 Exercise of Options. Options granted under this Article 6 (Options) shall be exercisable at such times
and be subject to such restric tions and conditions as the Committee shall in each instance approve, which terms
and restrictions need not be the same for each grant or for each Participant.
Options granted under this Article 6 (Options) shall be exercised by the delivery of a notice of exercise to the
Company or an agent designated by the Company in a form specified or accepted by the Committee (setting forth
the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the
Shares), or by complying with any alternative exercise procedure(s) the Committee may authorize.
6.6 Payment. A condition of the issuance of the Shares as to which an Option shall be exercised shall
be the payment of the Exercise Price. The Exercise Price of any Option shall be payable to the Company in full
either: (a) in cash; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the Exercise Price (provided that except as otherwise
determined by the Committee, the Shares that are tendered must have been held by the Participant for at least six
(6) months (or such other longer period, if any, as the Committee may permit) prior to their tender to satisfy the
Exercise Price if acquired under this Plan or any other compensation plan maintained by the Company or have been
purchased on the open market); (c) by a cashless (broker-assisted) exercise; (d) by a combination of (a), (b) and/or
(c); or (e) any other method approved or accepted by the Committee in its sole discretion.
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of
exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver
to the Participant evidence of book entry Shares or Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall
be paid in United States dollars.
6.7 Other Conditions and Restrictions. The Committee may impose such other conditions and/or
restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 (Options)
as it may deem advisable or desirable. Such conditions and restrictions may include, but shall not be limited
to, minimum holding period requirements, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then listed and/or traded, or under any
blue sky or state securities laws applicable to such Shares.