Big Lots 2011 Annual Report Download - page 94

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which may be obtained by dividing (a) the amount of the Deferred Annual Amount, by (b) the Fair Market Value
of a Share on the date such compensation and/or annual bonus would otherwise have been paid (“Deferred Stock
Units”). Deferred Stock Units shall be evidenced by a deferral election form (“Deferral Election Form”) containing
such terms and conditions not inconsistent with this Plan or Code Section 409A as the Committee shall determine,
including customary representations, warranties and covenants with respect to securities law matters. The Deferral
Election Form shall serve as the Award Agreement for the Deferred Stock Units. Upon receipt of a Deferral
Election Form, the Company shall establish a notional account for the Participant and will record in such account
the number of Shares underlying the Deferred Stock Units awarded to the Participant. No Shares will be issued to
the Participant at the time Deferred Stock Units are credited in connection with a Deferral Election Form.
9.2 Rights as a Stockholder. The Committee may, in its discretion, provide in the Deferral Election
Form related to a Deferred Stock Unit, that Dividend Equivalent Rights shall be granted with respect to such
Deferred Stock Unit, and if Dividend Equivalent Rights are granted, whether such Dividend Equivalent Rights
shall be currently paid to, or credited to the account of, a Participant credited with Deferred Stock Units. Unless
otherwise provided by the Committee in the Deferral Election Form, (a) any cash dividends or distributions
credited to the Participant’s account shall be deemed to have been invested in additional Deferred Stock Units on
the record date established for the related dividend or distribution in an amount equal to the number which may be
obtained by dividing (i) the value of such dividend or distribution on the record date by (ii) the Fair Market Value
of a Share on such date, and such additional Deferred Stock Units shall be subject to the same terms and conditions
as are applicable in respect of the Deferred Stock Units with respect to which such dividends or distributions were
payable, and (b) if any such dividends or distributions are paid in Shares or other securities, such shares and other
securities shall be subject to the same Restriction Period and other restrictions, if any, as apply to the Deferred
Stock Units with respect to which they were paid. A Participant shall not have any rights as a shareholder in respect
of Deferred Stock Units awarded pursuant to the Plan (including, without limitation, the right to vote on any matter
submitted to the Company’s shareholders) until such time as the Shares attributable to such Deferred Stock Units
have been issued to such Participant or his beneficiary.
9.3 Vesting. Unless otherwise provided in the Deferral Election Form related to a Deferred Stock Unit,
each Deferred Stock Unit, together with any Dividend–Equivalent Rights credited with respect thereto, shall not be
subject to any Restriction Period and shall be non-forfeitable at all times.
9.4 Settlement. Subject to Article 24 (General Provisions), and the last sentence of Section 9.1 (Deferred
Stock Units/In General), unless otherwise provided in the Deferral Election Form related to a Deferred Stock
Unit, the Company shall issue the Shares underlying any of a Participant’s Deferred Stock Units (and any related
Dividend-Equivalent Rights) credited to such Participant’s account under this Plan within ninety (90) days
following the date of such Participant’s Termination of Employment or Service (or such other Code Section
409A-compliant distribution event as may be elected by the Participant in the initial Deferral Election Form in
accordance with the rules and procedures of the Committee and Code Section 409A). The Committee may provide,
or the Participant may elect, in the Deferral Election Form applicable to any Deferred Stock Unit that, in lieu of
issuing Shares in settlement of that Deferred Stock Units, the Fair Market Value of the Shares corresponding to
such Deferred Stock Units shall be paid in cash. For each Share received in settlement of Deferred Stock Units,
the Company shall deliver to the Participant a certificate representing such Share, bearing appropriate legends, if
applicable. Notwithstanding any other provision of the Plan to the contrary, any distribution that complies with
Code Section 409A shall be deemed for all purposes to comply with the Plan requirements regarding the time and
form of distributions.
9.5 Further Deferral Elections. If permitted by the Committee in the Deferral Election Form, a
Participant may, elect to further defer receipt of Shares issuable in respect of Deferred Stock Units in accordance
with the requirements of Code Section 409A. Any such redeferral election shall be valid only if : (a) such election
does not take effect until at least twelve (12) months after the date on which it is made; (b) in the case of an election
not related to a payment on account of Disability, death, or an unforeseeable emergency (within the meaning of
Code Section 409A), the distribution is deferred for at least five (5) years from the date such distribution would
otherwise have been paid; and (c) any election related to a distribution at a specified time or pursuant to a fixed
schedule (within the meaning of Code Section 409A) is made at least twelve (12) months prior to the date on which
distributions are otherwise scheduled to be paid. Any redeferral election in accordance with this paragraph shall be
irrevocable on the date it is filed with the Committee unless subsequently changed pursuant to this paragraph.