ex10_3.htm


    
      

    

    Exhibit
10.3

     

    BIG
LOTS 2005 LONG-TERM INCENTIVE PLAN

    NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT

    


    


    
      
        
          
            	
                    Optionee:

                  	 
      	 
      	 
      	
                    Number
      of Shares:

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    Grant
      Date:

                  	 
      	 
      	 
      	
                    Option
      Price:

                  	 
      	 
      	 
      


          

        

      

    

    


    


    In
accordance with the terms of the Big Lots 2005 Long-Term Incentive Plan, as may
be amended (“Plan”), this Non-Qualified Stock Option Award Agreement
(“Agreement”) is entered into as of the Grant Date by and between you, the
Optionee, and Big Lots, Inc., an Ohio corporation (“Company”), in connection
with the Company’s grant of the right to purchase (“Option”), at the option of
the Optionee, an aggregate of the number of shares of common stock (“Number of
Shares”), par value $0.01 per share, of the Company.  The Option is
subject to the terms and conditions of this Agreement and the
Plan.  To ensure that you fully understand these terms and conditions,
you should carefully read the Plan and this Agreement. 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.

    


    Nature of Grant

    


    The Option is a Non-Qualified
Stock Option (“NQSO”) and, as such, is not an Incentive Stock Option
(“ISO”) within the meaning of
Section 422 of the Internal Revenue Code of 1986, as
amended.

    


    Exercisability
of Option

    


    The Option will become vested
in increments according to the vesting schedule.  However, if an
Acceleration Event occurs before the latest date in the vesting schedule, the
then-remaining unvested portion of the Option will vest and become exercisable
on the day on
which the Acceleration Event occurred, but only if the Acceleration Event
occurred at least six (6) months following the Grant Date (and such vesting shall be
deemed to have occurred immediately prior to the Optionee’s Termination of
Employment).  “Acceleration Event” means
the earlier of the Optionee’s death or
Disability (as
defined by the Plan).  Except as
provided in the Plan, the Option, to the extent that it is vested, can be
exercised any time from the date it vests through the date that it
expires.  Vesting is always subject to all other Plan requirements
being satisfied.

    


    
      
        
          
            
              
                	
                        Shares

                      	 
      	
                        Vesting Date

                      	 
      	
                        Expiration Date

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


              

            

          

        

      

    

    


    Acceptance

    


    By
accepting the Option, Optionee agrees to all of the terms and provisions of the
Plan and this Agreement, and Optionee agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee (as defined by the
Plan) upon any questions arising under the Plan.  Optionee hereby
accepts the Option and acknowledges receipt of a copy of the Plan, as in effect
on the Grant Date.

    


    
      
        
          
            
              	
                      Accepted
      as of

                    	 
      	
                      ,
      20___

                    	
                      BIG
      LOTS, INC.

                    
	
                      “Optionee,”

                    


            

          

        

      

    

    


    


    
      
        	 
      	 
      	
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