Unassociated Document


    
      

    

    EXHIBIT
10.2

    


    AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    BY
AND AMONG

    BIG
LOTS, INC.,

    BIG
LOTS STORES, INC.

    AND

    JOE
R. COOPER

    


    This
amended and restated employment agreement (“Agreement”) by and among Big Lots,
Inc. (“BLI”), Big Lots Stores, Inc. (“Big Lots”) and their affiliates,
predecessor, successor, subsidiaries and other related companies (collectively
the “Company”) and Joe R. Cooper (“Executive”), collectively, the “Parties,” is
effective as of December 5, 2008 (“Effective Date”) and supersedes and replaces
any other oral or written agreement or understanding concerning the terms of the
Executive’s employment with the Company but does not supersede or replace any
agreement or arrangement between the Executive or any Group Member (as defined
in Section 4.02[1]) relating to the payment of compensation or benefits earned
(or deemed earned) on account of services performed for a Group Member before
the Effective Date.

    


    1.00           Duration

    


    This
Agreement will remain in effect from the Effective Date until it terminates as
provided in Section 5.00 (“Term”).  Any notice of termination required
to be given under this Agreement must be given as provided in Section 6.00 and
will be effective on the date prescribed in Section 5.00.

    


    2.00           Executive’s
Employment Function

    


    2.01         Position.  The
Executive agrees to serve as the Company’s Senior Vice President and Chief
Financial Officer (or other equivalent title conferred by the Company in its
sole discretion) with the authority and duties customarily associated with this
position.  The Executive agrees at all times to observe and to be
bound by all Company rules, policies, practices, procedures and resolutions
which apply to Company employees with a similar title and position and which do
not conflict with the specific terms of this Agreement.

    


    2.02         Place of
Performance.  Unless the Company requires the Executive to
perform duties at another location, the Executive’s duties will be performed
principally in Columbus, Ohio, except for travel on the business of any Group
Member.

    


    3.00           Compensation

    


    The
Company will pay the Executive the amounts described in Sections 3.00 and 5.00
as compensation for the services described in this Agreement and in exchange for
the duties and responsibilities described in Section 4.00.

    


    3.01         Base
Salary.  The Company will pay to the Executive an annualized
base salary of $440,000, which, at the discretion of the Company, may be
adjusted from time to time in a manner that is consistent with the Company’s
compensation policies in effect for Company employees with a similar title and
position (“Base Amount”) but may not be adjusted to any amount lower than
$440,000 without the Executive’s consent.  The Executive’s Base Salary
will be paid in installments that correspond with the Company’s normal payroll
practices.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.02         Bonus.  The
Executive will be eligible to receive bonus compensation (“Bonus”) under and
subject to the terms of the Company’s Big Lots 2006 Bonus Plan, as amended (or
any such successor plan, hereinafter, “Bonus Program”) for the fiscal year
beginning January 30, 2008 and for each subsequent fiscal year during the Term
of this Agreement.  The Executive’s Bonus will be an amount equal to
the Base Salary at the end of each fiscal year multiplied by the Bonus Payout
percentage as determined under the Bonus Program.  The Bonus Program
is based upon the achievement of the Company’s annual financial
plan.  The Executive’s Bonus Payout percentage will consist of a
Target Bonus of 60 percent of Base Salary and a Stretch Bonus of 120 percent of
Base Salary.  Both “Target Bonus” and a “Stretch Bonus” are defined in
the Bonus Program and are subject to adjustment as provided in the Bonus
Program; provided, however, the Executive’s Target Bonus will never be set at
less than 60 percent of Base Salary and the Executive’s Stretch Bonus will never
be set at less than 120 percent of Base Salary.

    


    [1]       
    Payment.  The
payment of any earned Bonuses is subject to the terms of the Bonus Program and
any agreements issued thereunder.

    


    [2]        
   Fiscal Year.  The term “fiscal year” means
the period beginning on the first Sunday after the Saturday closest to January
31st
of each calendar year and ending on the Saturday closest to January 31st of the
following calendar year.

    


    3.03         Benefit
and Other Compensatory Plans.  Subject to their terms (which
the Company may amend at any time), the Executive may participate in any
Company-sponsored employee pension or welfare benefit plan at a level
commensurate with the Executive’s title and position.  The Executive
also may participate in any other deferred incentive or similar compensation
program maintained by the Company and generally made available to other senior
executive officers of the Company.

    


    3.04         Vacation
and Sick Leave.  The Executive will be entitled to the same
periods of vacation and sick leave each year that the Company provides under its
vacation and sick leave policy to other senior executive officers of the
Company.

    


    3.05         Expenses.  Consistent
with the terms of its business expense reimbursement policies and procedures,
the Company will reimburse Executive for all normal and reasonable expenses
incurred while performing services under this Agreement, including reasonable
travel expenses.  Reimbursement for these expenses will be made as
soon as administratively feasible after the date the Executive submits
appropriate evidence of the expenditure and otherwise complies with the
Company’s business expense reimbursement policies and procedures.

    


    3.06         Automobile
Allowance.  The Company will provide the Executive with an
automobile or a monthly automobile allowance in accordance with applicable
Company policies for employees with a similar title and position; provided,
however, that the automobile allowance may not be adjusted to a value lower than
the value the Executive is entitled to receive as of the Effective
Date.


    
      
         


      

      
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    3.07         Termination
Benefits.  The Company will provide the Executive with only
those termination benefits described in Section 5.00.

    


    4.00           Executive’s
Obligations

    


    The
amounts described in Sections 3.00 and 5.00 of this Agreement are provided by
the Company in exchange for (and have a value to the Company equivalent to) the
Executive’s performance of the obligations described in this Agreement,
including performance of the duties and the covenants made and entered into by
and between the Executive and the Company in this Agreement.

    


    4.01         Scope of
Duties.  The Executive will:

    


    [1]            Devote
all available business time, best efforts and undivided attention to the
Company’s business and affairs; and

    


    [2]    
       Not engage in any other business
activity, whether for gain, profit or other pecuniary benefit except for
services benefiting the Group or any Group Member.

    


    However,
the restrictions described in Sections 4.01[1] and [2] will not preclude the
Executive from:

    


    [3]     
      Making or holding passive investments;
or

    


    [4]    
       Serving on corporate, civic,
religious, educational and/or charitable boards or committees but only if this
activity [a] does not
interfere with the Executive’s performance of the duties assumed under this
Agreement and [b] is
approved in writing by the Company.

    


    4.02         Confidential
Information.

    


    [1]  
         Obligation to Protect Confidential
Information.  The Executive acknowledges that the Company, its
parent, affiliates, predecessor, successor, subsidiaries and other related
companies, including entities that become related entities after the Effective
Date  (collectively, “Group” and separately, “Group Member”) have a
legitimate and continuing proprietary interest in the protection of Confidential
Information (as defined in Section 4.02[2]) and Intellectual Property (as
defined in Section 4.02[3]) and have invested, and will continue to invest,
substantial sums of money to develop, maintain and protect Confidential
Information and Intellectual Property.  The Executive agrees [a] during and after
employment with the Company and as to all Group Members [i] that any Confidential
Information and Intellectual Property will be held in confidence and treated as
proprietary to the Group, [ii]
not to use or disclose any Confidential Information or Intellectual
Property except to promote and advance the Group’s business interests and [b] immediately upon
termination for any reason from employment with the Company, to return to the
Company any Confidential Information and Intellectual Property.


    
      
         


      

      
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    [2]      
     Definition of Confidential
Information.  For purposes of this Agreement, Confidential
Information includes any confidential data, figures, projections, estimates,
pricing data, customer lists, buying manuals or procedures, distribution manuals
or procedures, other policy and procedure manuals or handbooks, supplier
information, tax records, personnel histories and records, information regarding
sales, information regarding properties and any other information of a similar
confidential nature regarding the business, operations, properties or personnel
of the Group, the Company or any other Group Member which are disclosed to or
learned by the Executive while employed by a Group Member, but will not include
[a] the Executive’s own
personal personnel records or [b] any information that [i] the Executive possessed
before the date of initial employment (including periods before the Effective
Date) with the Group that was a matter of public knowledge, [ii] became or becomes a
matter of public knowledge through authorized sources independent of the
Executive, [iii] has
been or is disclosed by any Group Member without restriction on its use, [iv] has been or is required
to be disclosed by law or governmental order or regulation or [v] is germane (but only to
the extent that it is germane) to enforcement of the Executive’s rights under
this Agreement and only if its disclosure is a necessary part of any proceedings
described in Section 9.00.  The Executive also agrees that, if there
is any reasonable doubt whether an item is public knowledge, to not regard the
item as public knowledge until and unless the Company’s General Counsel or Chief
Executive Officer confirms to the Executive that the information is public
knowledge or an adjudicator finally decides that the information is public
knowledge.

    


    [3]     
      Intellectual Property.  The
Executive expressly acknowledges that all right, title and interest to all
inventions, designs, discoveries, works of authorship, and ideas conceived,
produced, created, discovered, authored or reduced to practice during the
Executive’s performance of services under this Agreement, whether individually
or jointly with any Group Member and whether or not it is deemed to be “work
made for hire” (the “Intellectual Property”) will be owned solely by the Group,
and will be subject to the restrictions set forth in Section
4.02[1].  All Intellectual Property that constitutes copyrightable
subject matter under the copyright laws of the United States will, from its
conception, be deemed to be a “work made for hire” under the United States
copyright laws and all right, title and interest in and to such copyrightable
works will vest in the Company or the Group.  All right, title and
interest in and to all Intellectual Property developed or produced under this
Agreement by the Executive, whether constituting patentable subject matter or
copyrightable subject matter (to the extent deemed not to be a “work made for
hire”) or otherwise, will be assigned and is hereby irrevocably assigned to the
Company or the Group by the Executive.  Without any additional
consideration, the Executive will execute all documents and take all other
actions the Company reasonably believes are needed to convey the Executive’s
complete ownership interest in any Intellectual Property to the Company or the
Group so that the Company or the Group will own and may protect the Intellectual
Property and obtain patent, copyright and trademark registrations for
it.  The Executive agrees that any Group Member may alter or modify
the Intellectual Property at the Group Member’s sole discretion, and the
Executive waives all right to claim or disclaim ownership.


    
      
         


      

      
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    4.03         Solicitation
of Employees.  The Executive agrees that during employment, and
for two years after terminating employment with all Group Members [1] not, directly or
indirectly, to solicit (or facilitate the solicitation of) any employee of any
Group Member to leave employment with the Group or any Group Member, [2] not, directly or
indirectly, to employ, seek to employ or facilitate the employment of any
employee of any Group Member by an entity that is not a Group Member and [3] not to cause or induce any
entity described in Section 4.05[1] to solicit or employ (or to facilitate the
solicitation or employment of ) any employee of any Group Member.

    


    4.04         Solicitation
of Third Parties.  The Executive agrees that during employment,
and for two years after terminating employment with all Group Members not,
directly or indirectly, to recruit, solicit or otherwise induce or influence any
customer, supplier, sales representative, lender, lessor, lessee or any other
person having a business relationship with the Group, the Company or any other
Group Member to discontinue or reduce the extent of that relationship except in
the course of discharging the duties described in this Agreement and with the
good faith objective of advancing the Company’s or the Group’s (or any other
Group Member’s) business interests.

    


    4.05         Non-Competition.  The
Executive acknowledges the nature of the Group’s Business (as defined in Section
4.05[3][a] and  that the Group is one of the limited number of
entities which has developed this type of business; that the Group’s Business is
national in scope and the Executive’s work for the Group, the Company and other
Group Members will give Executive access to the confidential affairs of the
Company and other Group Members, to Confidential Information and to Intellectual
Property as defined in Sections 4.02[2] and 4.02[3] respectively; and that the
agreements and covenants of the Executive contained in Section 4.00 are
essential to preserving the Group’s Business and good
will.  Accordingly, the Executive covenants and agrees
that:

    


    [1
]           During
the Restriction Period (as defined in Section 4.05[3][c]) and within the
Restricted Area (as defined in Section 4.05[3][b])  the Executive will
not [a] engage in the
Group’s Business for the Executive’s own account, [b] render any services to any
person engaged in the Group’s Business (other than to an entity that is a Group
Member when those services are rendered); or [c] become employed in any
manner by, or consult with, Wal-Mart, Sam’s Club, Kmart, Target, Dollar General,
Family Dollar, Dollar Tree, Value City/Schottenstein Stores Corporation, Fred’s,
99¢ Stores, Canned Foods, Tuesday Morning and TJX
Corporation.  Further, the Executive agrees during the Restricted
Period to not become employed in any manner by or to act as consultant to any
successor, parent or subsidiary of the entities (or types of entities) listed
above that compete directly with the Company other than in the course of
discharging the duties described in this Agreement.

    


    [2]       
    Maximum
Enforceable Restriction.  If any or all of the covenants set
forth in this Section 4.05 are determined by a court of competent jurisdiction
to be unenforceable by reason of the temporal restrictions being too great, the
geographic areas covered too great, the range of activities too great or for any
other reason, the Court is authorized and will interpret them to extend over the
maximum period of time, the maximum geographic area and the maximum range of
activities or, as to any provision, in such a manner that all provisions may be
given maximum restrictive effect in accordance with applicable
law.


    
      
         


      

      
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    [3]       
    Definition Relating to Section 4.05.

    


    [a]           
Group Business.  For purposes of this Agreement, “Group
Business” includes the operation of Big Lots retail outlets, the inventories of
which are acquired primarily through special purchases such as overstocks,
close-outs, liquidations, bankruptcies, wholesale distribution of overstock,
distress, liquidation and other volume inventories, the operation of Big Lots
furniture stores, and related wholesale operations and other lines of business
any Group Member develops during the Term of this Agreement.

    


    [b]            Restricted
Area.  For purposes of this Agreement, “Restricted Area” means
the 50 mile radius surrounding any location in which the Group’s Business is
conducted during the Term of this Agreement.

    


    [c]          
 Restriction Period.  For purposes of this Agreement,
“Restriction Period” means the Term of this Agreement and one year following
termination of the Executive’s employment with all Group Members, regardless of
the reason for termination; provided, however, that in the event of a Change of
Control as defined in Section 5.07[3] of this Agreement, the Restricted Period
shall be for a period of six (6) months.

    


    4.06         Post-Termination
Cooperation.  The Executive agrees that during and after
employment with the Group and without additional compensation (other than
reimbursement for reasonable associated expenses), to cooperate with the Group,
the Company and any other Group Member in the following areas:

    


    [1]        
   Cooperation
With the Group, the Company and Other Group Members.  The
Executive agrees [a] to
be reasonably available to answer questions for any Group Member’s officers or
directors regarding any matter, project, initiative or effort with which the
Executive was involved while employed by any Group Member and [b] to cooperate with the
Group, the Company and any other Group Member during the course of all
proceedings arising out of the Group’s Business about which the Executive has
knowledge or information.  For purposes of this Agreement, [c] “proceedings” includes
internal investigations, administrative investigations or proceedings and
lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes
[i] the Executive’s
being reasonably available for interviews, meetings, depositions, hearings
and/or trials without the need for subpoena or assurances by the Group, the
Company or any other Group Member, [ii] providing any and all
documents in the Executive’s possession that relate to the proceeding and [iii] providing assistance in
locating any and all relevant notes and/or documents relevant to any
proceedings.

    


    [2]       
    Cooperation With Third Parties.  Unless
compelled to do so by lawfully-served subpoena or court order or to the extent
it is germane (but only to the extent that it is germane) to enforcement of the
Executive’s rights under this Agreement and only as a necessary part of any
proceedings under this Agreement, the Executive agrees not to communicate with,
or give statements or testimony to, any opposing attorney, opposing attorney’s
representative (including a private investigator) or current or former employee
relating to any matter (including pending or threatened lawsuits or
administrative investigations) about which the Executive has knowledge or
information except in cooperation with the Group, the Company and other Group
Members.  The Executive also agrees to notify the Company’s Chief
Executive Officer or General Counsel immediately after being contacted by a
third party or receiving a subpoena or court order to appear and testify with
respect to any matter affected by this section.


    
      
         


      

      
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    [3]      
     Cooperation With
Media.  The Executive agrees not to communicate with, or give
statements to, any member of the media (including print, television, radio or
electronic media) relating to any matter (including pending or threatened
lawsuits or administrative investigations) about which the Executive has
knowledge or information except in cooperation with the Group, the Company or
any other Group Member.  The Executive also agrees to notify the
Company’s Chief Executive Officer or General Counsel immediately after being
contacted by any member of the media with respect to any matter affected by this
section.

    


    4.07         Non-Disparagement.  The
Executive and the Company agree (on its behalf and in behalf of the Group and
other Group Members) that after the Executive’s employment with the Group has
ended neither will make any disparaging remarks about the other and the
Executive will not make any disparaging remarks about the Company, the Company’s
Chairman, Chief Executive Officer or any of the Company’s executives or
directors or any other Group Member or their executives and
directors.  However, this section will not preclude [1] any remarks that may be
made by the Executive [a]
under the terms of Section 4.06[2], [b] that are required to
discharge the duties described in this Agreement or [c] are germane (but only to
the extent that it is germane) to enforcement of the Executive’s rights under
this Agreement and only as a necessary part of any proceedings under this
Agreement or [2] the
Company or any other Group Member from making (or eliciting from any person)
disparaging remarks about the Executive [a] concerning any conduct
that may have led to a termination for Cause, as defined in Section 5.04[3]
(including initiating an inquiry or investigation that may result in a
termination for Cause) or [b]
that are germane (but only to the extent that it is germane) to defending
against any action begun by the Executive under this Agreement.

    


    4.08         Notice
of Subsequent Employment.  The Executive agrees to notify the
Company of any subsequent employment during the Restriction Period and any
period during which any payment described in Section 5.00 is due or is being
paid.

    


    4.09         Remedies.  The
Executive:

    


    [1]       
    Acknowledges that the obligations and restrictions
described in Sections 4.02 through 4.08 are reasonable in light of the nature of
the Group’s Business and the nature of the Executive’s relationship with the
Group and the Company; that the Group, the Company and all other Group Members
have legitimate business reasons for requiring the Executive’s agreement to all
provisions of Section 4.00; and that the Executive understands these
restrictions, has had an opportunity to fully discuss these restrictions with
the Company and accepts the restrictions.


    
      
         


      

      
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    [2]            Agrees
that if any of the obligations to the Company under Sections 4.02 through 4.08
are breached, the periods during which the obligations described in Sections
4.02 through 4.08 apply will be extended for the length of time that the
Executive failed to fulfill the obligations under Sections 4.02 through
4.08.

    


    [3]         
  Agrees that [a] any breach of any of the
terms of this Section 4.00 would result in irreparable injury and damage to the
Group, the Company and all other Group Members for which none would have an
adequate remedy at law, [b]
in the event of a breach or any threat of breach by the Executive, the
Group, the Company and any Group Member will be entitled to an immediate
injunction and restraining order to prevent that breach and/or threatened breach
and/or continued breach by the Executive and/or any and all persons and/or
entities acting for, with and/or through the Executive, without having to prove
damages [c] no bond will
be required of the Group, the Company or any other Group Member in connection
with an action described in Section 4.09[3][a] and [d] not to defend any action
seeking injunctive or other equitable relief on the basis that the Group, the
Company or any other Group Member has an adequate remedy at law in money damages
or otherwise.  The terms of this Section 4.09 will not prevent the
Company from pursuing any other available remedies for any breach or threatened
breach by the Executive of Section 4.00, including, but not limited to, the
recovery of monetary damages from the Executive or specific
performance.  In addition to any other available remedies, the Group,
the Company or any Group Member may require the Executive to account for and pay
over to the Company all compensation, profits, accruals, increments or other
benefits derived or received by the Executive as a result of any transaction
constituting a breach of any portion of Section 4.00.  The Company may
set off any amounts finally determined by a court of competent jurisdiction to
be due under this section against any amount that may be owed to the Executive
under this Agreement or under any other compensatory arrangement (other than a
tax-qualified retirement plan) between the Executive and the Group, the Company
or any other Group Member.  The Parties agree that any action for
breach of any of the provisions of Section 4.00 and/or injunctive relief will be
venued in the Court of Common Pleas, Franklin County, Ohio.

    


    4.10         Return
of Group Property.  Upon termination of employment, the
Executive agrees to promptly return to the Company all property belonging to the
Group or any Group Member; provided, however, that in the event the Executive’s
employment is terminated pursuant to Section 5.06 and the Executive is then
utilizing an automobile provided by the Company, the Executive shall retain the
automobile in accordance with the terms of Section 5.06[5].

    


    4.11         Effect
of Termination of Agreement.  The provisions of Section 4.00
will survive any termination of this Agreement and the existence of any claim or
cause of action by the Executive against the Company or any Group Member,
whether predicated on this Agreement or otherwise, will not constitute a defense
to the enforcement by the Group, the Company or any other Group Member of the
covenants and agreements of this Section 4.00; provided, however, that this
Section 4.11 will not, in and of itself, preclude the Executive from defending
against the enforceability of the covenants and agreements of Section
4.00.


    
      
         


      

      
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    5.00           Termination
and Related Benefits

    


    This
Agreement will terminate upon the occurrence of any of the events described in
this section, although all of the obligations, restrictions and duties described
in Sections 4.02 through 4.08 will continue after the Agreement terminates and
will apply and continue to apply to the Executive and the Executive’s estate,
heirs and assigns for the period described in Sections 4.02 through
4.08.

    


    5.01         Rules
of General Application.  The following rules apply generally to
the implementation of Section 5.00:

    


    [1] 
          Definition of
Termination.  For purposes of this Agreement, any reference to
a “termination” of employment or any form thereof shall mean a “separation from
service” as defined in Treasury Regulation §1.409A-1(h) by the Executive with
BLI, Big Lots and all persons with whom BLI would be considered a single
employer under Sections 414(b) and (c) of the Internal Revenue Code of 1986, as
amended (the “Code”).

    


    [2]   
        Application of Pro
Rata.  Any pro rata amount to be paid under Section 5.00 [a] will be calculated as
provided in the program through which the payment is due or [b] if the payment obligation
arises solely under this Agreement, will be based on the number of days between
the first day of the fiscal year during which the Executive terminates
employment and the date that the Executive terminates employment divided by the
number of days in the fiscal year during which the Executive terminates
employment.

    


    [3]     
      Payment of Bonus (or pro rata share of any
Bonus).  Any Bonus (or pro rata portion thereof) payable
pursuant to this Section 5.00 will be paid in accordance with the terms of the
applicable bonus plan, but in no event later than the fifteenth day of the third
month following the later of: [a] the end of the calendar
year during which the Executive died, became Disabled or was involuntary
terminated without Cause, as applicable; or [b] the end of the Company’s
fiscal year in which the Executive died, became Disabled or was involuntary
terminated without Cause, as applicable.

    


    5.02         Termination
Due to Executive’s Death.  This Agreement will terminate
automatically on the date the Executive dies.  If all requirements of
this Agreement are met (including those described in Section 7.00), as of the
Executive’s date of death, and subject to Section 5.04[5], the Company will make
the following payments to the beneficiary the Executive designates on a form
acceptable to the Company.  If the Executive has not made an effective
beneficiary designation (or has revoked all beneficiary designations), these
payments will be made to the Executive’s surviving spouse or, if the Executive
dies without a surviving spouse, to the Executive’s estate.

    


    [1]
           Base Salary.  The
unpaid Base Salary the Executive earned to the date of
termination.  This amount will be paid on the Company’s next regularly
schedule payroll date for similarly situated employees.


    
      
         


      

      
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    [2] 
          Bonus.  A pro rata
portion of any Bonus the Executive would have been eligible to receive for the
fiscal year in which his death occurs had his death not occurred.

    


    [3]  
         Other.  Any
rights accruing to the Executive under any other compensatory program and any
employee benefit plan, fund or program maintained by the Company will be
distributed or made available as required by the terms of the program, plan or
fund or as required by law.

    


    5.03         Termination
Due to Executive’s Disability.  If the Executive becomes
Disabled (as defined in Section 5.03[4]), this Agreement shall terminate
automatically.  If all requirements of this Agreement are met
(including those imposed under Section 7.00) and subject to Section 5.04[5], the
Company will make the following payments to the Executive.

    


    [1]
           Base Salary.  The
unpaid Base Salary the Executive earned to the date of
termination.  This amount will be paid on the Company’s next regularly
schedule payroll date for similarly situated employees.

    


    [2] 
          Bonus.  A pro rata
portion of any Bonus the Executive would have been eligible to receive for the
fiscal year in which his termination occurs if such termination had not
occurred.

    


    [3]  
         Other.  Any
rights accruing to the Executive under any other compensatory program and
employee benefit plan, fund or program maintained by the Company will be
distributed or made available as required by the terms of the program, plan or
fund or as required by law.

    


    [4]   
        Definition of
Disability.  For purposes of this Agreement, “Disability” (and
any of its forms) means that, for more than six consecutive months, the
Executive is unable, with reasonable accommodation, to perform the duties
described in Section 4.01 on a full-time basis due to a physical or mental
disability or infirmity.

    


    5.04         Termination
for Cause.  The Company may terminate the Executive’s
employment for Cause (as defined in Section 5.04[3]). A termination for Cause
shall only be effective after [a] the Company has delivered a written notice to
the Executive stating that in the Company’s opinion, the Executive may be
terminated for Cause, specifying the details and [b] if the failure or action is
one that can be cured, the Executive does not cure the issue giving rise to the
Cause determination within 30 days after receiving notice.  If the
Executive is terminated for Cause and if all requirements of this Agreement are
met (including those imposed under Section 7.00), the Company will make the
following payments to the Executive:

    


    [1]
           Base Salary.  The
unpaid Base Salary the Executive earned to the date of
termination.  This amount will be paid on the Company’s next regularly
schedule payroll date for similarly situated employees.

    


    [2] 
          Other.  Any
rights accruing to the Executive under any other compensatory program and
employee benefit plan, fund or program maintained by the Company will be
distributed or made available as required by the terms of the program, plan or
fund or as required by law.


    
      
         


      

      
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    [3]  
         Definition of
Cause.  For purposes of this Agreement, Cause means the
Executive’s [a] failure
to comply with Company’s policies and procedures which the Company reasonably
determines has had or is likely to have a material adverse effect on the Group,
the Company or any other Group Member; [b] willful or illegal
misconduct or grossly negligent conduct that is materially injurious to the
Group, the Company or any other Group Member, monetarily or otherwise; [c] violation of laws or
regulations governing the Group, the Company or any other Group Member
(including the Sarbanes-Oxley Act of 2002) or violation of the Company’s code of
ethics; [d] breach of
any fiduciary duty owed to the Group, the Company or any other Group Member;
[e] misrepresentation or
dishonesty which the Company reasonably determines has had or is likely to have
a material adverse effect on the Group, the Company or any other Group Member;
[f] breach of any
provision of Section 4.00 of this Agreement; [g] involvement in any act of
moral turpitude that has a materially injurious effect on the Group, the Company
or any other Group Member or their reputation; or [h] breach of the terms of any
non-solicitation or confidentiality clauses contained in an employment
agreement(s) with a former employer.

    


    [4]    
       [Reserved]

    


    [5]     
      Subsequent
Information.  The terms of Section 5.04 also will apply if,
within 6 consecutive calendar months beginning after the Executive terminates
under any other provision of Section 5.00, the Company learns of an event that,
had it been known before the Executive terminated employment, would have
justified a termination for Cause.  In this case, the Company will be
entitled to recover any amounts that the Executive or any beneficiary received
under any other provision of Section 5.00, reduced by the amount the Executive
is entitled to receive under this Section 5.04 and any other legally protected
benefits paid or made available under this Agreement that originally was applied
when the Executive terminated.

    


    5.05         Voluntary Termination by
Executive.  The Executive may voluntarily terminate employment
with the Company at any time.  In this case, and if all other
requirements of this Agreement are met, and subject to Section 5.04[5), the
Company will make the following payments to the Executive:

    


    [1]
           Base Salary.  The
unpaid Base Salary the Executive earned to the date of
termination.  This amount will be paid in a single lump sum on the
Company’s next regularly schedule payroll date for similarly situated
employees.

    


    [2] 
          Other.  Any
rights accruing to the Executive under any other compensatory program and
employee benefit plan, fund or program maintained by the Company will be
distributed or made available as required by the terms of the program, plan or
fund or as required by law.

    


    5.06         Involuntary
Termination Without Cause.  The Company may terminate the
Executive’s employment at any time without Cause by delivering to the Executive
a written notice specifying the same.  If all requirements of this
Agreement are met (including those imposed under Section 7.00) and subject to
Section 5.04[5], the Company will make the following payments to the
Executive:


    
      
         


      

      
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    [1] 
          Base Salary.  The
unpaid Base Salary the Executive earned to the date of
termination.  This amount will be paid in a single lump sum on the
Company’s next regularly schedule payroll date for similarly situated
employees.

    


    [2]  
         Bonus.  A pro rata
portion of any Bonus the Executive would have been eligible to receive for the
fiscal year in which his termination occurs if such termination had not
occurred.

    


    [3]   
        Income
Continuation.  The Executive will be entitled to continue to
receive his Base Salary until the last day of the twelfth complete calendar
month beginning after the termination date.  Such amounts shall be
payable in accordance with the regularly scheduled payroll for similarly
situated employees.  These payments shall be treated as “separation
pay” (within the meaning of Section 409A of the Code) to the maximum extent
permitted by Treasury Regulation §1.409A-1(b)(9).  Any payments in
excess of the maximum amount that can be treated as separation pay pursuant to
Treasury Regulation §1.409A-1(b)(9) shall be subject to the provisions of
Section 5.08.

    


    [4]     
      Health Care.  The Executive
will be entitled to continue to receive the welfare benefits described in
Section 3.03 until the last day of the twelfth complete calendar month beginning
after the termination date.  Thereafter, the Company will reimburse
the Executive for the cost of continuing health coverage under COBRA, less the
amount the Executive is expected to pay as an employee premium for this
coverage, if any, until the earlier of [a] the last day of the
twenty-fourth complete calendar month beginning after the termination date or
[b] the date the
Executive becomes eligible for the same or similar coverage under another
benefit program.  The amounts payable under this section will be
increased to reimburse the Executive for federal, state and local income,
employment and wage taxes associated with that
reimbursement.  Any reimbursement for continuing health coverage under
this Section 5.06[4], other than with respect to any continuing health coverage
during the applicable COBRA health insurance benefit continuation period
described in Section 4980B of the Code, and any reimbursement for taxes remitted
pursuant to this Section 5.06[4] shall be subject to the following: [c] the amount eligible for
reimbursement during any taxable year of the Executive may not affect the amount
eligible for reimbursement to the Executive in any other taxable year; [d] any reimbursement shall be
made on or before the last day of the taxable year of the Executive following
the taxable year of the Executive in which the expense is incurred; and [e] the right to such
reimbursement may not be subject to liquidation or exchange for another
benefit.

    


    [5]       
    Transportation.  The Executive will be
entitled to continue to receive the automobile benefits described in Section
3.06 until the last day of the twelfth complete calendar month beginning after
the termination date; provided, however, that: [a] the benefits provided or
amount eligible for reimbursement during any taxable year of the Executive may
not affect the amount eligible for reimbursement or benefits to be provided in
any other taxable year of the Executive; [b] any reimbursement shall be
made on or before the last day of the taxable year of the Executive following
the taxable year of the Executive in which the expense is incurred; and [c] the right to such benefit
or reimbursement may not be subject to liquidation or exchange for another
benefit.


    
      
         


      

      
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    [6]         
  Other.  Any rights accruing to the Executive under
any other compensatory program and employee benefit plan, fund or program
maintained by the Company will be distributed or made available as required by
the terms of the program, plan or fund or as required by law.

    


    
      	
              5.07 

            	
              Termination in Connection With
      Change of Control.  If the Executive is Terminated in
      Connection With a Change of Control (as defined in Section 5.07[5]) at any
      time during the Protection Period (as defined in Section 5.07[4]) and if
      all other conditions of this Agreement have been met (including those
      imposed under Section 7.00) and subject to Section 5.04[5], the Change
      Entity (as defined in Section 5.07[2] will pay or make available the
      Change Benefits (as defined in Section 5.07[1]) in lieu of any other
      amounts of benefits that might otherwise be due under this Agreement on
      account of that termination.

            


    

    


    [1]           Change
Benefits.  For purposes of this Agreement, “Change Benefits”
means the aggregate of the following, adjusted if appropriate under Sections
5.07[6] and [7]:

    


    [a]        
   Base Salary.  The sum of [i] the Base Salary earned to
the date of termination plus [ii] 200 percent of the
Executive’s Base Salary at the highest rate in effect at any time during the
Protection Period.  This amount will be paid in a lump sum cash
payment on the Change Entity’s first regular payroll date for senior executive
officers of the Company following the effective date of the Executive’s
Termination in Connection With a Change of Control.

    


    [b]        
   Bonus.  Two hundred percent of the
Executive’s Stretch Bonus in effect under the Bonus Program for the year in
which the Executive’s employment is Terminated in Connection With a Change of
Control or, if higher, the Stretch Bonus in effect under the Bonus Program (or
comparable program) at any time during the Protection Period.  This
amount will be paid in a single lump sum on the Change Entity’s next regularly
scheduled payroll date for senior executive officers of the Company following
the date of the Executive’s Termination in Connection With a Change of
Control.

    


    [c] Health Care. The Change
Entity will reimburse the Executive for the cost of continuing health coverage
under COBRA, less the amount the Executive is expected to pay as an employee
premium at the lowest rate in effect at any time during the Protection Period
for this coverage, until the earlier of [i] the last day of the 24th
complete calendar month beginning after the date the Executive is Terminated in
Connection With a Change of Control or [ii] the date the Executive
becomes eligible for comparable benefits at comparable costs to the Executive
under another employer sponsored benefit program. The amounts payable under this
section will be increased to reimburse the Executive for federal, state and
local income, employment and wage taxes associated with that reimbursement. Any
reimbursement for continuing health coverage under this Section 5.07[1][c],
other than with respect to any continuing health coverage during the applicable
COBRA health insurance benefit continuation period described in Section 4980B of
the Code, and any reimbursement for taxes remitted pursuant to this Section
5.07[1][c] shall be subject to the following: [A] the amount eligible for
reimbursement during any taxable year of the Executive may not affect the amount
eligible for reimbursement to the Executive in any other taxable year; [B] any reimbursement shall be
made on or before the last day of the taxable year of the Executive following
the taxable year of the Executive in which the expense is incurred; and [C] the right to such
reimbursement may not be subject to liquidation or exchange for another
benefit.


    
      
         


      

      
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    [d]     
      Other.  Any rights
(including those arising on account of the Change of Control) accruing to the
Executive under any other compensatory program and employee benefit plan, fund
or program maintained by the Change Entity will be distributed or made available
as required by the terms of the program, plan or fund or as required by
law.

    


    [2]         
  Change Entity.  For purposes of this Agreement,
“Change Entity” means the Company, BLI and any other entity that is a party to
the Change of Control.

    


    [3]           
Definition of Change of Control.  For purposes of this
Agreement, “Change of Control” means the first to occur of any of the following
events:

    


    [a]  The acquisition
by any person (as defined under Section 409A of the Code), or more than one
person acting as a group (as defined under Section 409A of the Code), of the
stock of BLI that, together with the stock of BLI held by such person or group,
constitutes more than fifty (50) percent of the total fair market value or total
voting power of all of the stock of BLI;

    


    [b] The acquisition by any
person, or more than one person acting as a group, within any 12-month period,
of the stock of BLI possessing thirty (30) percent or more of the total voting
power of all of the stock of BLI;

    


    [c]  A majority of
the members of the Board of Directors of BLI is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Board of Directors of BLI prior to the date of the
appointment or election; or

    


    [d]  The acquisition
by any person, or more than one person acting as a group, within any 12-month
period, of assets from BLI that have a total gross fair market value equal to or
more than forty (40) percent of the total gross fair market value of all of the
assets of BLI immediately prior to such acquisition or
acquisitions.

    


    This
definition of Change of Control under this Section 5.07[3] shall be interpreted
in a manner that is consistent with the definition of “change in control event”
under Section 409A of the Code and the Treasury Regulations promulgated
thereunder.  The effective date of any such Change of Control will be
the date upon which the last event occurs or last action is taken such that the
definition of Change of Control (as set forth above) has been
satisfied.  For purposes of this Agreement, the term “affiliate” means
any person or entity that, along with BLI, constitutes a single employer under
Sections 414(b) and 414(c) of the Code. Determination of affiliate will be
tested as of the date immediately prior to any event constituting a Change of
Control.  Notwithstanding the other provisions of this Section 5.07,
the term “Change of Control” will not mean any transaction, merger,
consolidation or reorganization in which BLI exchanges or offers to exchange
newly issued or treasury shares in an amount less than 50 percent of the
then-outstanding equity securities of BLI entitled to vote for the election of
directors, for fifty-one (51) percent or more of the outstanding equity
securities entitled to vote for the election of at least the majority of the
directors of a corporation other than BLI or an affiliate thereof (the “Acquired
Corporation”), or for all or substantially all of the assets of the Acquired
Corporation.


    
      
         


      

      
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    [4]        
   Protection Period.  For purposes of this
Agreement, “Protection Period” means the period beginning on the first day of
the third full consecutive calendar month beginning before the date of the
Change of Control and ending on the last day of the twenty-fourth consecutive
full calendar month beginning after the date of the Change of
Control.

    


    [5]        
   Termination in Connection With a Change of
Control.  For purposes of this Agreement, “Termination in
Connection With a Change of Control” means, at any time during the Protection
Period:

    


    [a]           The
Change Entity involuntarily terminates the Executive without Cause (as defined
in Section 5.06).

    


    [b]           The
Executive terminates following the occurrence of any of the following
conditions;

    


    [i]  The Change
Entity breaches any provision of this Agreement;

    


    [ii] The Change Entity
unsuccessfully attempts to terminate the Executive for Cause (as defined in
Section 5.04);

    


    [iii]  The Change
Entity attempts to terminate the Executive for any reason without following the
procedures described in this Agreement (including an acceleration of the periods
described in Section 5.03[4] and 5.04[b]);

    


    [iv]  The Change
Entity revokes or attempts to revoke or accelerate the duration of any leave of
absence protected by law or authorized by the Company before the Protection
Period or by the Change Entity at any time during the Protection
Period;

    


    [v]  The Change
Entity refuses to allow the Executive to return to active employment at the end
of any leave of absence protected by law or authorized by the Company before the
Protection Period or the Change Entity at any time during the Protection Period;
or


    
      
         


      

      
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    [vi]  The Change
Entity causes the Executive to resign because of a material adverse change or
material diminution in the Executive’s reporting relationships, job description,
duties, responsibilities, compensation, perquisites, office or location of
employment (as reasonably determined by the Executive in his good faith
discretion); provided, however, that the Executive shall notify the Company in
writing at least forty- five (45) days in advance of any election by the
Executive to terminate his employment hereunder, specifying the nature of the
alleged adverse change or diminution, and the Company shall have a period of ten
(10) business days after the receipt of such notice to cure such alleged adverse
change or diminution before the Executive shall be entitled to exercise any such
rights and remedies.

    


    For
purposes of this Section 5.07[5], the termination of employment is deemed to
occur on the Executive’s actual date of termination.

    


    [6]          
 Treatment of Taxes.  If payments under this Agreement,
when combined with payments and benefits under all other plans and programs
maintained by the Company or the Change Entity, constitute “excess” parachute
payments as defined in Section 280G(b) of the Code, the Change Entity, subject
to Section 5.07[7], will either:

    


    [a]           Reimburse
the Executive for the amount of any excise tax due under Code §4999, if this
procedure provides the Executive with an after-tax amount that is larger than
the after-tax amount produced under Section 5.07[6][b]; or

    


    [b]           Reduce
the Executive’s benefits under this Agreement so that the Executive’s total
“parachute payment” as defined in Code §280G(b)(2)(A) under this Agreement and
all other agreements will be $1.00 less than the amount that would generate
“excess” parachute payment penalties if this procedure provides the Executive
with an after-tax amount that is larger than the after-tax amount produced under
Section 5.07[6][a].

    


    This
comparison will be made as of the date of the corporate event generating the
“parachute payments” although any reimbursement provided under Section
5.07[6][a] will be made when the parachute payment is actually made or
distributed.

    


    Within 10
business days of the date the Change Entity determines that Section 5.07[6][b]
should be applied, the Change Entity will apprise the Executive of the amount of
the reduction (“Notice of Reduction”).  Within 10 business days of
receiving that information, the Executive may specify how (and against which
benefit or payment source) the reduction is to be applied (“Notice of
Allocation”).  The Change Entity will be required to implement these
directions within 10 business days of receiving the Notice of
Allocation.  If the Change Entity has not received a Notice of
Allocation from the Executive within 10 business days of the date of the Notice
of Reduction or if the allocation provided in the Notice of Allocation is not
sufficient to fully implement Section 5.07[6][b], the Change Entity will apply
Section 5.07[6][b] proportionately based on the amounts otherwise payable under
this Agreement or, if a Notice of Allocation has been returned that does not
sufficiently implement Section 5.07[6][b], on the basis of the reductions
specified in the Notice of Allocation.  Any taxes reimbursed pursuant
to Section 5.07[6][a] shall be paid by the end of Executive’s taxable year next
following the taxable year in which Executive remits payment of the tax or
assessment being reimbursed.  Any reduction pursuant to Section
5.07[6][b] shall be made in accordance with Section 409A of the Code and the
Treasury Regulations promulgated thereunder.


    
      
         


      

      
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     [7]           Effect
of Subsequent Tax Claim.  The Change Entity will establish
procedures that will apply to any inquiries regarding the treatment of tax
payments under this Section 5.07.  Within 30 days following the
termination of the Executive’s employment under Section 5.07, the Change Entity
will provide the Executive with a copy of such procedures.

    


    5.08         Six-Month
Distribution Delay.  Notwithstanding the foregoing, if
Executive is a “specified employee,” within the meaning of Treasury Regulation
§1.409A-1(i) and as determined under BLI’s policy for determining specified
employees, on the Executive’s date of termination, and the Executive is entitled
to a payment and/or a benefit under this Agreement that is required to be
delayed pursuant to Section 409A(a)(2) of the Code, then such payment or benefit
shall not be paid or provided (or begin to be paid or provided) until the first
business day of the seventh month following the Executive’s date of termination
(or, if earlier, the Executive’s death).  The first payment that can
be made following such postponement period shall include the cumulative amount
of any payments or benefits that could not be paid or provided during such
postponement period due to the application of Section 409A(a)(2)(B)(i) of the
Code.

    


    6.00           Notice

    


    6.01         How
Given.  Any notice permitted or required to be given under this
Agreement must be given in writing and delivered in person or by registered,
U.S. mail, return receipt requested, postage prepaid; or through Federal
Express, UPS, DHL or any other reputable professional delivery service that
maintains a confirmation of delivery system.  Any delivery must be
[1] in the case of
notices to the Company or the Change Entity, addressed to the Company’s Chief
Executive Office and General Counsel at the Company’s then-current corporate
offices and [2] in the
case of notices to the Executive, addressed to the Executive’s last mailing
address contained in the Executive’s personnel file.

    


    6.02         Effective
Date.  Any notice permitted or required to be given under this
Agreement will be deemed to have been given and will be effective on the date it
is delivered.

    


    7.00           Execution
of Release

    


    The
Executive agrees that as a condition of receiving any post-termination benefit
as set forth in Section 5.00 except for earned but unpaid Base Salary to the
date of termination and any legally protected rights the Executive has under any
employee benefit plan maintained by the Company, the Executive or, in the case
of any amounts due after the Executive’s death, the person to whom those amounts
are payable (collectively, the “Payee”)  must execute a comprehensive
release in the form determined from time to time by the Company in its sole
discretion.  Generally, the release will require the Payee and the
Payee’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, legatees and assigns to release and
forever discharge the Group, the Company and all other Group Members, past,
present and future, and their executives, officers, directors, agents,
attorneys, successors and assigns from any and all claims, suits and/or causes
of action that grow out of or are in any way related to the Executive’s
recruitment and employment with the Company that arose on or before the date of
the release, other than any claim that the Company has breached this
Agreement.  This release will include, but not be limited to, any
claim that the Company violated the Employee Retirement Income Security Act of
1974; the Age Discrimination in Employment Act; the Older Worker’s Benefit
Protection Act; the Americans with Disabilities Act; Title VII of the Civil
Rights Act of 1964, the Family and Medical Leave Act; any state, federal law or
local ordinance prohibiting discrimination, harassment or retaliation in
employment; any claim for wrongful discharge in violation of public policy,
claims of promissory estoppel or detrimental reliance, defamation, intentional
infliction of emotional distress; or the public policy of any state; or any
federal, state or local law (each as in effect on the Effective Date and as
subsequently amended) relating to any matter within the purview of this
Agreement.  Upon the Executive’s termination of employment with all
Group Members, the Payee will be presented with a release and if the Payee fails
to execute the release, the Payee agrees to forego any payment described in the
first sentence of this section.  The Executive acknowledges that the
Executive is an experienced senior executive knowledgeable about the claims that
might arise in the course of employment with and termination from the Company
and any other Group Member and knowingly agrees that the payments upon
termination provided for in this Agreement are satisfactory consideration for
the release of all possible claims described in the
release.  Notwithstanding anything to the contrary, the failure of the
Executive to execute the release described in this Section 7.00 shall not
otherwise cause any payment made pursuant to this Agreement to be delayed beyond
the date on which such payment was originally scheduled to
occur.


    
      
         


      

      
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    8.00           Insurance
and Indemnification

    


    The
Company will indemnify Executive (including his heirs, executors and
administrators) to the fullest extent permitted under the Company’s Regulations
and Ohio law.  This obligation to provide insurance for the Executive
will survive termination of this Agreement with respect to proceedings or
threatened proceedings based on acts or omissions occurring during the
Executive’s employment with or termination from the Group, the Company or with
any other Group Member.  Concurrently with the execution of this
Agreement, BLI will enter into an indemnification agreement with the
Executive.

    


    9.00           Arbitration

    


    9.01         Acknowledgement
of Arbitration.  Unless stated otherwise in this Agreement or
any other compensatory or any employee benefit plan, fund or program maintained
by the Company, the Parties agree that arbitration is the sole and exclusive
remedy for each of them to resolve (except as specifically provided in Section
4.09) and redress any dispute, claim or controversy involving the interpretation
or application of this Agreement, the terms, conditions or termination of this
Agreement and the terms, conditions or termination of the Executive’s employment
with the Company, including any claims for any tort, breach of contract,
violation of public policy or discrimination, whether such claim arises under
federal, state law or local law.

    


    9.02         Scope
of Arbitration.  The Executive expressly understands and agrees
that claims subject to arbitration under this section include asserted
violations of the Employee Retirement Income Security Act of 1974; the Age
Discrimination in Employment Act; the Older Worker’s Benefit Protection Act; the
Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as
amended); the Family and Medical Leave Act; any federal, state or local law or
ordinances prohibiting discrimination, harassment or retaliation in employment;
any claim for wrongful discharge in violation of public policy, claims of
promissory estoppel or detrimental reliance, defamation, intentional infliction
of emotional distress; or the public policy of any state, or any federal, state
or local law (each as in effect on the Effective Date or as subsequently
amended) relating to any matter within the purview of this
Agreement.


    
      
         


      

      
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    9.03         Effect
of Arbitration.  The Parties intend that any arbitration award
relating to any matter described in Section 9.01 will be final and binding on
them and that a judgment on the award may be entered in any court of competent
jurisdiction and that enforcement may be had according to the terms of that
award.  This Section 9.03 will survive the termination of this
Agreement.

    


    9.04         Location
and Conduct of Arbitration.  Arbitration will be held in
Columbus, Ohio, and will be conducted by a retired federal judge or other
qualified arbitrator.  The arbitrator will be mutually agreed upon by
the Parties and the arbitration will be conducted in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association.  The Parties will have the right to conduct
discovery pursuant to the Federal Rules of Civil Procedure; provided, however,
that the arbitrator will have the authority to establish an expedited discovery
schedule and cutoff and to resolve any discovery disputes.  The
arbitrator will have no jurisdiction or authority to change any provision of
this Agreement by alterations of, additions to or subtractions from the terms of
this Agreement.  The arbitrator’s sole authority will be to interpret
or apply any provision(s) of this Agreement or any public law alleged to have
been violated.  The arbitrator has the authority to award damages and
other relief expressly provided by law.

    


    9.05         Time
for Initiating Arbitration.  Any claim or controversy relating
to any matter described in Section 9.01 not sought to be submitted to
arbitration, in writing, within 60 days of the date the Party asserting the
claim knew, or through reasonable diligence should have known, of the facts
giving rise to that Party’s claim, will be deemed waived and the Party asserting
the claim will have no further right to seek arbitration or recovery with
respect to that claim or controversy.  Both Parties agree to strictly
comply with the time limitation specified in this section.  For
purposes of this section, a claim or controversy is sought to be submitted to
arbitration on the date the complaining Party gives written notice to the other
that [1] an issue has
arisen or is likely to arise that, unless resolved otherwise, may be resolved
through arbitration under this Section 9.00 and [2] unless the issue is
resolved otherwise, the complaining Party intends to submit the matter to
arbitration under the terms of Section 9.00.

    


    9.06         Costs
of Arbitration and Attorney’s Fees.  The Company will bear the
arbitrator’s fee and other costs associated with any arbitration, unless the
arbitrator, acting under Federal Rule of Civil Procedure 54(d)(1), elects to
award these fees to the Company.  Attorney’s fees [1] may be awarded to the
prevailing party if expressly authorized by statute, or otherwise each party
will bear its own attorney’s fees and costs but [2] Executive’s attorney’s
fees and other associated costs and expenses will be borne by the Change Entity
with respect to any claim arising under Section 5.07 but only if the arbitrator
concludes the claim legitimately relates to matters within the contemplation of
Section 5.07 (otherwise, the rule described in Section 9.06[1] will
apply).  Notwithstanding the foregoing: [a] any costs being reimbursed
must relate to a claim brought during the lifetime of the Executive with respect
to an alleged breach of any obligation of the Company under this Agreement;
[b] the amount eligible
for reimbursement during any taxable year of the Executive may not affect the
amount eligible for reimbursement in any other taxable year; [c] any reimbursement must be
made on or before the last day of the Executive’s taxable year following the
taxable year in which the cost was incurred; and [d] the right to reimbursement
for such costs is not subject to liquidation or exchange for another
benefit.


    
      
         


      

      
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    9.07         Arbitration
Exclusive Remedy.  The Parties acknowledge that, because
arbitration is the exclusive remedy for resolving the issues described in
Section 9.01, neither Party may resort to any federal, state or local court or
administrative agency concerning those issues and that the decision of the
arbitrator will be a complete defense to any suit, action or proceeding
instituted in any federal, state or local court before any administrative agency
with respect to any arbitrable claim or controversy.

    


    9.08         Waiver
of Jury.  The Executive (personally and in behalf of all the
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, legatees and assigns) and the Company
(on its own behalf’s and in behalf of its successors, including any Change
Entity) each waive the right to have a claim or dispute with one another decided
in a judicial forum or by a jury, except as otherwise provided in this
Agreement.

    


    10.00           General
Provisions

    


    10.01       Representation
of Executive.  The Executive represents and warrants that the
Executive is an experienced senior executive knowledgeable about the issues (and
their effect) within the purview of this Agreement and is not under any
contractual or legal restraint that prevents or prohibits the Executive from
entering into this Agreement or performing the duties and obligations described
in this Agreement.

    


    10.02       Modification
or Waiver; Entire Agreement.  No provision of this Agreement
may be modified or waived except in a document signed by the Executive and the
Company’s Chief Executive Officer or other person designated by the Company’s
Board of Directors.  This Agreement, and any attachments referenced in
the Agreement, constitute the entire agreement between the Parties regarding the
employment relationship described in this Agreement, and, except as otherwise
specifically provided in this Agreement,  any other agreements are
terminated and of no further force or legal effect.  No agreements or
representations, oral or otherwise, with respect to the Executive’s employment
relationship with the Company have been made or relied upon by either Party
which are not set forth expressly in this Agreement.

    


    10.03       Governing
Law; Severability.  This Agreement is intended to be performed
in accordance with, and only to the extent permitted by, all applicable laws,
ordinances, rules and regulations.  If any provision of this
Agreement, or the application of any provision of this Agreement to any person
or circumstance, is, for any reason and to any extent, held invalid or
unenforceable, such invalidity and unenforceability will not affect the
remaining provisions of this Agreement of its application to other persons or
circumstances, all of which will be enforced to the greatest extent permitted by
law and the Parties agree that any invalid or unenforceable provision may and
will be reformed and applied [1] as provided in Section
4.05, with respect to the matters specifically contemplated in Section 4.00 and
[2] with respect to
other matters, [a] to
the extent needed to avoid that invalidity or unenforceability and [b] in a manner that is as
similar as possible to the Parties’ intent (as described in this
Agreement).  The validity, construction and interpretation of this
Agreement and the rights and duties of the Parties will be governed by the laws
of the State of Ohio, without reference to the Ohio choice of law
rules.


    
      
         


      

      
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    10.04       No
Waiver.  Except as otherwise provided in Section 9.05, failure
to insist upon strict compliance with any term of this Agreement will not be
considered a waiver of any such term or any other term of this
Agreement.

    


    10.05       Withholding.  All
payments made to or on behalf of the Executive under this Agreement will be
reduced by any amount:

    


    [1]           
That the Company is required by law to withhold in advance payment of the
Executive’s federal, state and local income, wage and employment tax liability;
and

    


    [2]
           To the
extent allowed by law, that the Executive owes (or, after employment is deemed
to owe) to the Group, the Company or any other Group Member.

    


    Application
of Section 10.05[2] will not extinguish the Company’s right to seek additional
amounts from the Executive (or to pursue other appropriate remedies) to the
extent that the amount recovered by application of Section 10.05[2] does not
fully discharge the amount the Executive owes to the Group, the Company or other
Group Member and does not preclude the Group, the Company or any other Group
Member from proceeding directly against the Executive without first exhausting
its right of recovery under Section 10.05[2].

    


    10.06       Survival.  The
Parties agree that the covenants and promises set forth in this Agreement will
survive the termination of this Agreement and continue in full force and effect
after this Agreement terminates to the extent that their performance is required
to occur after this Agreement terminates.

    


    10.07       Miscellaneous.

    


    [1]
           The
Executive may not assign any right or interest to, or in, any payments payable
under this Agreement; provided, however, that this prohibition does not preclude
the Executive from designating in writing one or more beneficiaries to receive
any amount that may be payable after the Executive’s death and does not preclude
the legal representative of the Executive’s estate from assigning any right
under this Agreement to the person or persons entitled to it.

    


    [2]  
         This Agreement will be
binding upon and will inure to the benefit of the Executive, the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees, legatees and assigns  and the Company and its
successors and, to the extent applicable, the Group and all Group
Members.


    
      
         


      

      
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    [3]    
       The headings in this Agreement
are inserted for convenience of reference only and will not be a part of or
control or affect the meaning of any provision of the Agreement.

    


    10.08       Successors
to Company.  This Agreement may and will be assigned or
transferred to, and will be binding upon and will inure to the benefit of, any
successor of the Company, including any Change Entity, and any successor will be
substituted for the Company under the terms of this Agreement.  As
used in this Agreement, the term “successor” means any person, firm, corporation
or business entity which at any time, whether by merger, purchase or otherwise,
acquires all or essentially all of the assets of the business of the
Company.  Notwithstanding any assignment, the Company will remain,
with any successor, jointly and severally liable for all its obligations under
this Agreement.

    


    10.09       Section
409A of the Code.  This Agreement is intended to comply with
Section 409A of the Code and the Treasury Regulations promulgated thereunder,
and this Agreement will be interpreted, administered and operated
accordingly.  Nothing herein shall be construed as an entitlement to
or guarantee of any particular tax treatment to the Executive and neither the
Company nor the Boards of Directors of BLI or Big Lots shall be liable to the
Executive for failure to comply with the requirements of Section 409A of the
Code.  Furthermore, the Company may accelerate the time or schedule of
a payment to the Executive if at any time this Agreement fails to meet the
requirements of Section 409A of the Code and the Treasury Regulations
promulgated thereunder.  Such payment may not exceed the amount
required to be included in income as a result of the failure to comply with the
requirements of Section 409A of the Code and the Treasury Regulations
promulgated thereunder.

    


    Notwithstanding
the foregoing, if the Executive terminates for any reason, dies or becomes
Disabled on or prior to December 31, 2008 and is entitled to payment or benefit
as a result of such termination, death or Disability, such payment or benefit
shall be paid or provided [1] pursuant to the terms of
this Agreement in effect immediately prior to the Effective Date, but [2] modified to the extent
necessary for good faith compliance with the requirements of Section 409A of the
Code.  Nothing in this Agreement shall be construed as causing a
payment or benefit to be paid or distributed in calendar year 2008 which is not
otherwise payable or distributable in calendar year 2008.

    


    IN WITNESS WHEREOF, the
Parties have duly executed and delivered this Agreement, which includes an
arbitration provision, and consists of 23 pages.


    
      
        
          	 
      	
                  BIG
      LOTS, INC.

                
	 
      	 
      
	 
      	
                  By: /s/
      Dennis B. Tishkoff

                
	 
      	 
      
	 
      	
                  Signed:  December
      5, 2008

                


        

      

    


    
      
         


      

      
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                    BIG
      LOTS STORES, INC.

                  
	 
      	 
      
	 
      	
                    By:
      /s/ Brad A.
      Waite

                  
	 
      	 
      
	 
      	
                    Signed:  December
      5, 2008

                  
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                    JOE
      R. COOPER

                  
	 
      	 
      
	 
      	 
      
	 
      	
                    /s/ Joe R. Cooper

                  
	 
      	 
      
	 
      	
                    Signed:
      December 5, 2008

                  


          

        

      

    

     

     

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