ex10_7.htm


    
      

    

    Exhibit
      10.7

    BIG
      LOTS 2005 LONG-TERM INCENTIVE PLAN

    RESTRICTED
      STOCK AWARD AGREEMENT

    


    


    
      	
              Grantee:

            	 	 
	 	 	 
	
              Grant
                Date: 

            	
               

            	 
	 	 	 
	
              Restricted
                Stock1

            	
               

            	 


    

    


    


    In
      accordance with the terms of the Big Lots 2005 Long-Term Incentive Plan, as
      may
      be amended (“Plan”), this Restricted Stock Award Agreement (“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.

    


    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
      to
      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

    


    If
      (i)
      you are continuously employed by the Company from the Grant Date, (ii) the
      First
      Trigger, as defined in Exhibit A, is met during your continuous employment,
      and
      (iii) one of the events described below occurs after the First Trigger is met
      and during your continuous employment, then your Restricted Stock will vest
      and
      will be transferred to you without restriction to the extent and upon the
      earlier occurrence of the following:

    


    
      	 	
              A.

            	
              If
                the Second Trigger, as defined in Exhibit A, is met, all of your
                Restricted Stock will vest on the first trading
                day2 
                after the Company files its Annual Report on Form 10-K (“Form 10-K”) with
                the United States Securities and Exchange Commission for the fiscal
                year
                in which the Second Trigger was met. Note that the First Trigger
                and
                Second Trigger may be met in the same fiscal
                year.

            


    

    
      	 	 	 


    

    
      	 	
              B.

            	
              If
                you die or become disabled, a fraction of your Restricted Stock will
                vest
                for each consecutive year of employment that you have completed with
                the
                Company, with such service period beginning with the Grant Date.
                Such
                fraction shall be the reciprocal of the Outside Date, as defined
                in
                Exhibit A (i.e., 1/(Outside Date)). Note that if a portion of your
                Restricted Stock vests upon your death or disability, the later occurrence
                of any of other event will not cause the vesting of the remaining
                Restricted Stock.

            


    

     

    
      

    

    
      	1	
              Denotes
                the number of Big Lots, Inc. common shares , par value $0.01 per
                share,
                underlying the Restricted Stock
                Award.

            


    

    
      	
              2

            	
              As
                determined by the New York Stock Exchange or other national securities
                exchange or market that regulates Big Lots, Inc. common
                shares.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              C.

            	
              If
                events A or B above do not occur before the Outside Date, all of
                your
                Restricted Stock will vest on the first day of the Company’s first trading
                window following the Outside Date.

            


    

    


    Subject
      to the terms of the Plan, if the First Trigger is not met before the Outside
      Date occurs, this Agreement will expire and all of your rights in the Restricted
      Stock will be forfeited.

    


    Notwithstanding
      anything to the contrary, your Restricted Stock shall not vest before the first
      anniversary of the Grant Date. If the First Trigger is met and either event
      A or
      B above is also met before the first anniversary of the Grant Date, your
      Restricted Stock will vest on the first day of the Company’s trading window
      first following the first anniversary of the Grant Date.

    


    Your
      Rights in the Restricted Stock

    


    Until
      the
      restrictions and conditions described in this Agreement have been met or this
      Agreement expires, whichever occurs earlier, 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. 

    


    You
      may
      vote your Restricted Stock before all the terms and conditions described in
      this
      Agreement are met or until this Agreement expires, whichever occurs earlier.
      This is the case even though your Restricted Stock will not be distributed
      to
      you until the Restricted Stock vests.

    


    Subject
      to the Company’s trading policies and applicable laws and regulations, after you
      become vested in any portion of 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 with an aggregate Fair Market Value, as defined in the Plan,
      as of
      the date the withholding is effected, 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.


    


    
      
        
        

      

      
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    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.

    


    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 continue
      to
      employ you in any capacity whatsoever or prohibits or restricts the Company
      or a
      subsidiary from terminating your employment at any time or for any reason
      whatsoever; and this Agreement does not in any way affect any employment
      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.

    


    
      
        
          
          

        

        
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    EXHIBIT
      A

    


    


    As
      used
      in this Agreement, the following terms shall have the meanings set forth
      below:

    


    Applicable
      Performance Criteria
      shall
      mean the greater
      of
      Performance Criteria Item (A) or (B) below; provided, however, that if none
      of
      performance criteria (A) or (B) appear on the consolidated statements of
      operations included in the Form 10-K for the applicable fiscal year, then the
      greater
      of
      Performance Criteria Item (C) or (D), as its appears in the Form 10-K for the
      applicable fiscal year, shall be the Applicable Performance
      Criteria. 

    


    First
      Trigger
      shall
      mean the Company has earned at least $____ under the Applicable Performance
      Criteria for any fiscal year during the Restriction Period.

    


    Performance
      Criteria Item
      shall
      mean the greater
      of
      performance criteria (A), or (B), or under circumstances described above, the
      greater of (C) or (D) below, with each of (A) through (D) (as the case may
      be)
      adjusted to remove the effect of any Unusual or Non-recurring Event,
      Transaction, or Accrual Items:

    
      	 	
              (A)

            	
              Income
                (loss) per Common Share - diluted from continuing
                operations.

            


    

    
      	 	
              (B)

            	
              Income
                (loss) per Common Share - diluted from continuing operations before
                extraordinary item and/or cumulative effect of a change in accounting
                principle (as the case may be).

            


    

    If
      neither (A) nor (B) appear:

    
      	 	
              (C)

            	
              Income
                (loss) per Common Share - diluted.

            


    

    
      	 	
              (D)

            	
              Income
                (loss) per Common Share - diluted before extraordinary item and/or
                cumulative effect of a change in accounting principle (as the case
                may
                be).

            


    

    


    Outside
      Date
      shall
      mean the ____ anniversary of the date upon which the Restricted Stock Award
      was
      granted to the Participant.

    


    Restriction
      Period
      shall
      mean the period commencing on Grant Date and continuing until the Outside
      Date.

    


    Second
      Trigger
      shall
      mean the Company has earned at least $____ under the Applicable Performance
      Criteria for any fiscal year during the Restriction Period.

    


    Unusual
      or Non-recurring Event, Transaction or Accrual Item(s)
      shall
      mean:

     

    Any
      gain
      or loss as a result of litigation or lawsuit settlement (including class action
      lawsuits) that is specifically disclosed, reported or otherwise appears in
      the
      Company’s periodic filings with the Securities Exchange Commission or the
      Company’s annual report to shareholders.

     

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