Big Lots 2013 Annual Report Download - page 105

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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.
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.