ex10_5.htm


    
      

    

    EXHIBIT
10.5

    AMENDMENT

    TO
THE

    BIG
LOTS, INC. AMENDED AND RESTATED DIRECTOR STOCK OPTION PLAN

    


    This
Amendment to the Big Lots, Inc. Amended and Restated Director Stock Option Plan
(“Amendment”) is made effective as of March 5, 2008.

    


    WHEREAS,
Big Lots, Inc. (“Company”) adopted the Big Lots, Inc. Amended and Restated
Director Stock Option Plan (“Plan”);

    


    WHEREAS,
the Board believes that it is in the best interest of the Company and desires to
amend the Plan to: (i) allow all Plan participants one (1) year after
termination of service as an Outside Director to exercise all of the
participant’s vested Options; and (ii) accelerate all of the Plan participant’s
unvested stock options upon (a) the participant’s death or permanent and total
disability while serving as an Outside Director or (b) reaching the date of the
Company’s annual meeting of shareholders next following the participant’s
70th
birthday while serving as an Outside Director;

    


    WHEREAS,
the acceleration upon reaching the date of the Company’s annual meeting of
shareholders next following the Plan participant’s 70th
birthday shall not be dependent upon the Outside Director’s reelection at or
continued service beyond such annual meeting of shareholders;

    


    WHEREAS,
pursuant to Section 16 of the Plan, the Company may amend the Plan at any time,
except that no amendment to the Plan shall be made within six (6) months of any
previous amendment and that no amendment shall be made without the approval of
the Company’s shareholders if such amendment would (i) cause the Plan not to
comply with Rule 16(b)-3 under the Securities Exchange Act of 1934 or (ii) cause
the Common Stock of the Company to be delisted upon any stock exchange;
and

    


    WHEREAS,
such amendments are not prohibited by the Plan, such amendments do not
constitute material modifications under Section 162(m) of the Internal Revenue
Code or the applicable rules of the New York Stock Exchange, and such amendments
do not require shareholder approval.

    


    NOW, THEREFORE, the Company, acting
through its Board of Directors, amends the Plan as follows:

    


    
      	
              1.

            	
              Defined
      Terms; References.  Capitalized
      terms used but not otherwise defined in this Amendment shall have the
      respective meanings ascribed to them in the Plan.  Each
      reference to “hereof,” “hereunder,” “herein,” “hereby,” and similar
      references contained in the Plan, and each reference to “the Plan” and
      similar references contained in the Plan, shall refer to the Plan as and
      to the extent amended hereby.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Amendment
      of Plan.

            


    

     

    
      	
               
      

            	
              a.

            	
              The
      third and fourth paragraphs of Section 9 of the Plan are hereby deleted in
      their entirety and restated as
follows:

            


    

     

    Notwithstanding
anything to the contrary in this Plan, all unvested Options shall immediately
become Vested upon (a) the participant’s death or permanent and total disability
(within the meaning of Section 22(e)(3) of the Code) while serving as an Outside
Director or (b) reaching the date of the Company’s annual meeting of
shareholders next following the participant’s 70th
birthday while serving as an Outside Director.

     

    
      	
               
      

            	
              If
      a participant to whom an Option has been granted shall die or become
      permanently and totally disabled (within the meaning of Section 22(e)(3)
      of the Code) while serving as an Outside Director or otherwise cease to be
      an Outside Director, such Option may be exercised by the participant or
      the participant’s personal representative only within one (1) year after
      the date the participant died, became permanently and totally disabled or
      otherwise ceased to be an Outside Director (but no later than the end of
      the fixed term of the Option) and only for the number of shares of Common
      Stock for which the Option could have been exercised at the time the
      participant died, became permanently and totally disabled or otherwise
      ceased to be an Outside Director.

            


    

     

     

    
      	
              3.

            	
              Effectiveness
      of Amendment.  This
      Amendment shall become effective as of the Effective Date.  Upon
      and to the extent of the effectiveness hereof, the Plan shall be amended
      hereby in accordance with the terms hereof, and this Amendment and the
      Plan shall hereafter be one agreement and any reference to the Plan in any
      document, instrument, or agreement shall hereafter mean and include the
      Plan as amended hereby.  In the event of irreconcilable
      inconsistency between the terms or provisions hereof and the terms or
      provisions of the Plan, the terms and provisions hereof shall
      control.  Except as specifically amended by the provisions
      hereof, the Plan shall remain in full force and
  effect.

            


    

     

     

    IN
WITNESS WHEREOF, this Amendment is hereby adopted by the Company.

     

    


    
      	 
      	
              BOARD
      OF DIRECTORS OF

            
	 
      	
              BIG
      LOTS, INC.

            
	 
      	 
      	 
      
	 
      	
              By:
      

            	
              /s/ Steven S. Fishman

            
	 
      	
              Name:
      

            	
              Steven S. Fishman

            
	 
      	
              Title:
      

            	
              Chairman, CEO and
  President