ex10_3.htm


    
      

    

    Exhibit
10.3

    
 

    BIG
LOTS 2005 LONG-TERM INCENTIVE PLAN

    RESTRICTED
STOCK AWARD AGREEMENT FOR OUTSIDE DIRECTORS

    


    


    In
accordance with the terms of the Big Lots 2005 Long-Term Incentive Plan, as may
be amended (“Plan”), this
Restricted Stock Award Agreement for Outside Directors (“Agreement”) is
entered into as of the Grant Date by and between you, the Grantee, and Big Lots,
Inc., an Ohio corporation (“Company”), in
connection with the Company’s grant of the Restricted Stock to
you.  The Restricted Stock is subject to the terms and conditions of
this Agreement and the Plan.

    


    This
Agreement describes the Restricted Stock you have been granted and the
conditions that must be met before you may receive the Restricted
Stock.  To ensure that you fully understand these terms and
conditions, you should carefully read the Plan and this Agreement.

    


    Definitions

    


    Except as
otherwise expressly provided herein, capitalized terms used but not defined in
this Agreement shall have the respective meanings ascribed to them in the
Plan.  For purposes of this Agreement:

    


    “Acceleration Event”
means the earlier of the (i) Grantee’s death or (ii) Grantee’s
Disability;

    


    “Grant Date” means
________________________;

    


    “Grantee”
means __________________________;

    


    “Outside Date” means
the Trading Day immediately preceding the Company’s annual meeting of
shareholders first following the Grant Date;

    


    “Restricted Stock”
means the _____________ common shares of the Company, par value $0.01 per share,
underlying the Award made by this Agreement;

    


    “Restriction Period”
means the period commencing on Grant Date and continuing until the Outside
Date;

    


    “Termination of
Employment” or “Employment
Terminates” means any act or event, other than an Acceleration Event,
that causes the Grantee to cease serving as a member of the Board of Directors;
and

    


    “Trading Day” means a
day on which the principal national securities exchange on which the Common
Shares are listed is open for business.

     

    Description
of the Restricted Stock

    


    The
Restricted Stock is the Company’s Common Shares that you will own after the
Restricted Stock vests (i.e., all restrictions lapse) and you comply with the
terms of this Agreement and the Plan.  However, you will forfeit any
rights in the Restricted Stock (i.e., they will not be transferred to you) to
the extent you do not comply with the terms of this Agreement and the
Plan.  No portion of the Restricted Stock that has not vested may be
sold, transferred, assigned, pledged, encumbered or otherwise disposed of by you
in any way (including a transfer by operation of law); and any attempt by you to
make any such sale, transfer, assignment, pledge, encumbrance or other
disposition shall be null and void and of no effect.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Vesting
of the Restricted Stock

    


    The
Restriction Period shall lapse and your Restricted Stock shall vest and be
transferred to you without restriction on the earlier of (i) the Outside Date or
(ii) the day on which an Acceleration Event occurs; provided, however, if your
Employment Terminates before the Outside Date or the occurrence of an
Acceleration Event, then this Agreement will expire and all of your rights in
your Restricted Stock will be forfeited.

    


    Your
Rights in the Restricted Stock

    


    Until the
earlier of the date on which (i) your Restricted Stock vests in accordance with
the terms of this Agreement and the Plan or (ii) this Agreement expires, your
Restricted Stock will be held in escrow.  The Company will defer
distribution of any dividends that are declared on your Restricted Stock until
the Restricted Stock vests.  These dividends will be distributed at
the same time your Restricted Stock vests or will be forfeited if your
Restricted Stock does not vest.

    


    During
the Restriction Period, you may vote your Restricted Stock.  This is
the case even though your Restricted Stock will not be distributed to you unless
and until your Restricted Stock vests.

    


    Subject
to the Company’s trading policies and applicable laws and regulations, after you
become vested in your Restricted Stock, you shall be free to deal with and
dispose of the vested Restricted Stock, and you may request the Company’s
transfer agent to issue a certificate for such vested Restricted Stock in your
name and free of any restrictions.

    


    Tax
Treatment of the Restricted Stock

    


    You
should consult with a tax or financial adviser to ensure you fully understand
the tax ramifications of your Restricted Stock.

    


    This
brief discussion of the federal tax rules that affect your Restricted Stock is
provided as general information (not as personal tax advice) and is based on the
Company’s understanding of federal tax laws and regulations in effect as of the
Grant Date.  Section 13.4 of the Plan further describes the manner in
which withholding may occur.

    


    You are
not required to pay income taxes on your Restricted Stock on the Grant
Date.  However, you will be required to pay income taxes (at ordinary
income tax rates) when, if and to the extent your Restricted Stock
vests.  The amount of ordinary income you will recognize is the value
of your Restricted Stock when it vests.  Also, the Company is required
to withhold taxes on this same amount.  You may elect to allow the
Company to withhold, upon the vesting of your Restricted Stock, from the common
shares to be issued pursuant to your vested Restricted Stock a number of Common
Shares that would satisfy the required statutory minimum (but no more than such
required minimum) with respect to the Company’s tax withholding
obligation.  If you are at the Grant Date, or subsequently become,
subject to the Company’s trading windows, you may only make this election during
an open trading window.  If you wish to make the withholding election
permitted by this paragraph, you must give notice to the Company in the manner
then prescribed by the Company.

    


    Any
appreciation of your Restricted Stock after it vests could be eligible to be
taxed at capital gains rates when you sell the common shares.  If your
Restricted Stock does not vest, your Restricted Stock will expire and no taxes
will be due.

    

      
        
           


        

        
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    Section
83(b) Election

    


    Subject
to Section 13.17 of the Plan, you shall have the right to make an election under
Section 83(b) of the Internal Revenue Code with respect to your Restricted
Stock.

    


    General
Terms and Conditions

    


    Nothing
contained in this Agreement obligates the Company or a subsidiary to employ you
in any capacity whatsoever or prohibits or restricts the Company or a subsidiary
from terminating your service as a member of the Board of Directors at any time
or for any reason whatsoever; and this Agreement does not in any way affect any
other agreement that you may have with the Company.

    


    This
Agreement shall be governed by and construed in accordance with the internal
laws, and not the laws of conflicts of laws, of the State of Ohio.

    


    If any
provision of this Agreement is adjudged to be unenforceable or invalid, then
such unenforceable or invalid provision shall not effect the enforceability or
validity of the remaining provisions of this Agreement, and the Company and you
agree to replace such unenforceable or invalid provision with an enforceable and
valid arrangement which in its economic effect shall be as close as possible to
the unenforceable or invalid provision.

    


    You
represent and warrant to the Company that you have the full legal power,
authority and capacity to enter into this Agreement and to perform your
obligations under this Agreement and that this Agreement is a valid and binding
obligation, enforceable in accordance with its terms, except that the
enforcement of this Agreement may be subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereinafter in effect
relating to creditors’ rights generally and to general principles of
equity.  You also represent and warrant to the Company that you are
aware of and agree to be bound by the Company’s trading policies and the
applicable laws and regulations relating to the receipt, ownership and transfer
of the Company’s securities. The Company represents and warrants to you that it
has the full legal power, authority and capacity to enter into this Agreement
and to perform its obligations under this Agreement and that this Agreement is a
valid and binding obligation, enforceable in accordance with its terms, except
that the enforcement of this Agreement may be subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereinafter in effect
relating to creditors’ rights generally and to general principles of
equity.

    


    Acceptance

    


    By
accepting your Restricted Stock, you agree that your Restricted Stock is granted
under and is subject to the terms and conditions described in this Agreement and
in the Plan, and you agree to accept as binding, conclusive and final all
decisions and interpretations of the Committee upon any questions arising under
this Agreement or the Plan.

    


    Grantee
hereby accepts the Restricted Stock and acknowledges receipt of a copy of the
Plan, as in effect on the Grant Date.

    


    
      	
              Accepted
      as of

            	 
      	
              ,
      20

            	 
      	 
      	
              BIG
      LOTS, INC.

            
	
              "Grantee"

            	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
              By:

            	 
      


    


    
 

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