Big Lots 2013 Annual Report Download - page 106

A-12
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.
8.3 Other Conditions and Restrictions. The Committee may impose such other conditions and/or
restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may
deem advisable or desirable. Such conditions and restrictions may include, but shall not be limited to, without
limitation, a requirement that the Participant pay a stipulated purchase price for each Share of Restricted Stock or
each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, acceleration of
a Restriction Period based on the achievement of performance goals, time-based restrictions on vesting following
the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable laws or
under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding
requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or
Restricted Stock Units.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing
Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions
applicable to such Shares have been satisfied or lapse. Except as otherwise provided in this Article 8 (Restricted
Stock and Restricted Stock Units), Shares of Restricted Stock covered by each Restricted Stock Award shall
become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have
been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock
Units shall be settled in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion
shall determine.
8.4 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3
(Restricted Stock and Restricted Stock Units/Other Conditions and Restrictions), each certificate representing
Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise
determined by the Committee in its sole discretion:
“The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth in the Big Lots 2012 L ong-Ter m Incentive
Plan, and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained
from Big Lots, Inc.”
8.5 Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award
Agreement, to the extent permitted or required by law, as determined by the Committee, Participants holding
Shares of Restricted Stock granted hereunder shall have the right to exercise full voting rights with respect to
those Shares during the Period of Restriction. Unless otherwise determined by the Committee and set forth in
a Participant’s Award Agreement, a Participant receiving a Restricted Stock Award will have, with respect to
the Restricted Stock, all of the rights of a shareholder of the Company holding the class of Shares that is the
subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any
Dividend-Equivalent Rights pursuant to Article 17 (Dividend-Equivalent Rights) of this Plan. Any dividends paid
on Restricted Stock will be subject to the same restrictions that affect the Restricted Stock with respect to which
the dividend was paid. Dividends paid out of escrow will be treated as remuneration for employment unless an
election has been made under Section 8.6 (Restricted Stock and Restricted Stock Units/Section 83(b) Election). A
Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. A Participant
shall have no dividend rights with respect to any Restricted Stock Units granted hereunder unless the Participant is
also granted Dividend-Equivalent Rights.