Big Lots 2013 Annual Report Download - page 102

A-8
ARTICLE 4. SHARES SUBJECT TO THIS PLAN AND AWARD LIMITATIONS
4.1 Number of Shares Available for Awards.
(a) Share Authorization. Subject to adjustment as provided in Section 4.4 (Shares Subject
to this Plan and Award Limitations/Adjustments in Authorized Shares) herein, the
maximum number of Shares available for grant to Participants under this Plan (the “Share
Authorization”) shall be:
(i) seven million seven hundred fifty thousand (7,750,000) Shares, plus
(ii) any Shares subject to the 4,702,362 outstanding awards as of March 15, 2012 under the
Prior Plan that on or after March 15, 2012 cease for any reason to be subject to such
awards (other than by reason of exercise or settlement of the awards to the extent they
are exercised for or settled in vested and nonforfeitable Shares).
(b) Limit on Full Value Awards. To the extent that a Share is issued pursuant to the grant or
exercise of a Full Value Award, it shall reduce the Share Authorization by two and fifteen
one-hundredths (2.15) Shares; and, to the extent that a Share is issued pursuant to the grant or
exercise of an Award other than a Full Value Award, it shall reduce the Share Authorization
by one (1) Share.
(c) Limits on ISOs. The maximum number of Shares of the Share Authorization that may be
issued pursuant to the exercise of ISOs granted under this Plan shall be seven million seven
hundred fifty thousand (7,750,000) Shares.
(d) Minimum Vesting Requirements for Awards. Except with respect to a maximum of five
percent (5%) of the Share Authorization, any Full Value Awards which vest on the basis of
the Participant’s continued employment with or provision of service to the Company shall
not provide for vesting which is any more rapid than annual pro rata vesting over a three
(3) year period, and any Full Value Awards which vest upon the attainment of performance
goals shall provide for a performance period of at least twelve (12) months. Notwithstanding
the foregoing, the Committee may permit acceleration of vesting of such Full Value Awards
in the event of the Participant’s death, Disability, or retirement, or a Change in Control. The
Committee shall, in its sole discretion, determine the vesting schedule, if any, that will apply
to Awards that are not Full Value Awards.
4.2 Share Usage. Subject to the terms of this Plan, Shares covered by an Award shall only be counted
as used to the extent they are actually issued. Any Shares related to Awards which (a) terminate by expiration,
forfeiture, cancellation, or otherwise without the issuance of such Shares, (b) are settled in cash in lieu of Shares, or
(c) are exchanged with the Committee’s permission prior to the issuance of Shares for Awards not involving Shares,
shall be available again for grant under this Plan. Shares which are (i) not issued or delivered as a result of the net
settlement of an Option or Share-settled SAR, (ii) withheld to satisfy tax withholding obligations on an Option
or SAR issued under the Plan, (iii) tendered to pay the Exercise Price of an Option or the Grant Price of a Stock
Appreciation Right under the Plan, or (iv) repurchased on the open market with the proceeds of an Option exercise
will no longer be eligible to be again available for grant under this Plan. To the extent permitted by applicable law
or stock exchange rule, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity
acquired in any form of combination by the Company or any Affiliate shall not be counted against Shares available
for grant pursuant to the Plan. The Shares available for issuance under this Plan may be authorized and unissued
Shares or treasury Shares.
4.3 Annual Award Limits. The following limits (each an “Annual Award Limit” and, collectively,
“Annual Award Limits”), as adjusted pursuant to Section 4.4 (Shares Subject to this Plan and Award Limitations/
Adjustments in Authorized Shares) and/or Section 21.2 (Amendment, Modification, Suspension, and Termination/
Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events), shall apply to grants of
such Awards under this Plan:
(a) Options: The maximum aggregate number of Shares subject to Options granted in any one
Plan Year to any one Participant shall be two million (2,000,000).