Big Lots 2011 Annual Report Download - page 92

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6.8 Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares
issued pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) (relating
to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten
(10) days thereof.
Article 7. Stock Appreciation Rights
7.1 Grant of SARs. Subject to the terms and conditions of this Plan, SARs 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. 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 SARs 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.
7.2 SAR Award Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall
specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine which
are not inconsistent with the terms of this Plan.
7.3 Grant Price. The Grant Price for each grant of an SAR shall be determined by the Committee
and shall be specified in the Award Agreement; provided, however, the Grant Price must be at least equal to one
hundred percent (100%) of the FMV of the Shares as determined on the Grant Date.
7.4 Term of SAR. Each SAR granted to a Participant shall expire at such time as the Committee shall
determine at the time of grant; provided, however, no SAR shall be exercisable earlier than six (6) months after the
Grant Date or later than the seventh (7th) anniversary date of the Grant Date.
7.5 Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its
sole discretion, imposes.
7.6 Settlement of SARs. Upon the exercise of a SAR, a Participant shall be entitled to receive payment
from the Company in an amount determined by multiplying:
(a) The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any
combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s
determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant
of the SAR.
7.7 Other Conditions and Restrictions. The Committee may impose such other conditions and/or
restrictions on any Shares received upon exercise of an SAR granted pursuant to this Plan as it may deem advisable
or desirable. Such conditions and restrictions may include, but shall not be limited to, a requirement that the
Participant hold the Shares received upon exercise of an SAR for a specified period of time.
Article 8. Restricted Stock and Restricted Stock Units
8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of this
Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted
Stock Units to Eligible Individuals in such amounts as the Committee shall determine. Restricted Stock Units
shall be similar to Restricted Stock except that no Shares are actually awarded to the Eligible Individual on the
Grant Date.
8.2 Restricted Stock or Restricted Stock Unit Award Agreement. Each Award of Restricted Stock
and/or Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction
Period, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other
provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.