Big Lots 2012 Annual Report Download - page 59

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Of the total number of common shares available for grant under the 2012 LTIP, no more than 7,750,000 common
shares may be issued pursuant to grants of ISOs during the term of the 2012 LTIP. A participant may receive
multiple Awards under the 2012 LTIP. Awards intended to qualify as “qualified performance-based compensation”
under Section 162(m) shall be limited to the following per participant annual fiscal year amounts:
Award Type Annual Limit per Participant
Stock Options 2,000,000 common shares
SARs 2,000,000 common shares
Restricted Stock 1,000,000 common shares
Restricted Stock Units 1,000,000 common shares
Deferred Stock Units 1,000,000 common shares
Performance Shares, Performance Share Units and
Performance Units
1,000,000 common shares or equivalent value
Cash-Based Awards Greater of $7,000,000 or the value of
1,000,000 common shares
Other Stock-Based Awards 1,000,000 common shares
Each stock option granted under the 2012 LTIP allows the recipient to acquire our common shares, subject to the
completion of a vesting period and continued employment with us through the applicable vesting date. Once vested,
these common shares may be acquired at a fixed exercise price per share and they remain exercisable for the term
set forth in the award agreement. Stock option awards made under the 2012 LTIP vest on the anniversary of the
grant date at a rate of 25% per year over the first four years of the seven year option term. Pursuant to the terms of
the 2012 LTIP, the exercise price of a stock option may not be less than the average trading price of our common
shares on the grant date or, if the grant date occurs on a day other than a trading day, on the next trading day.
Under the restricted stock awards granted pursuant to the 2012 LTIP (other than those made to the outside
directors, which are discussed in the “Director Compensation” section of this Proxy Statement), if we meet the first
trigger and the recipient remains employed by us, the restricted stock will vest at the opening of our first trading
window after the fifth anniversary of the grant date. If we meet the second trigger for any fiscal year ending prior
to the fifth anniversary of the grant date and the recipient remains employed by us, the restricted stock will vest
on the first trading day after we file with the SEC our Annual Report on Form 10-K for the year in which the
second trigger is met. The restricted stock will also vest on a prorated basis in the event that the recipient dies or
becomes disabled after we meet the first trigger but before the lapse of five years. The restricted stock will be
forfeited, in whole or in part, as applicable, if the recipient’s employment with us terminates prior to vesting. See
the “Our Executive Compensation Program for Fiscal 2012 – Equity for Fiscal 2012” section of the CD&A and
the “Potential Payments Upon Termination or Change in Control – Rights Under Post-Termination and Change in
Control Arrangements” section below for more information regarding the equity awards made under the 2012 LTIP
in fiscal 2012.
Upon a change in control (as defined in the 2012 LTIP), all awards outstanding under the 2012 LTIP automatically
become fully vested. For a discussion of the change in control provisions in our named executive officers’
employment agreements and senior executive severance agreements and the 2012 LTIP, see “Potential Payments
Upon Termination or Change in Control – Rights Under Post Termination and Change in Control Arrangements”
section below.