ex10_4.htm


    
      

    

    Exhibit
10.4

     

    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 that would satisfy the required statutory minimum (but no more than such
required minimum) with respect to the Company’s tax withholding
obligation.  If you are at the Grant Date, or subsequently become,
subject to the Company’s trading windows, you may only make this election during
an open trading window.  If you wish to make the withholding election
permitted by this paragraph, you must give notice to the Company in the manner
then prescribed by the Company.

    


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


    
      
         


      

      
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    Section
83(b) Election

    


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

    


    General
Terms and Conditions

    


    Nothing
contained in this Agreement obligates the Company or a subsidiary to 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.  Grantee hereby accepts the Restricted
Stock and acknowledges receipt of a copy of the Plan, as in effect on the Grant
Date.

    


    
      
        
          
            	
                    Accepted
      as of

                  	 
      	
                    ,
      20­­___

                  	
                    BIG
      LOTS, INC.

                  
	
                    “Grantee,”

                  	 
      	 
      	 
      


          

        

      

    

    


    


    
      
        	 
      	 
      	
                By:

              	 
      


      

    


    
      
         


      

      
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    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)

            	
              Earnings
      per Common Share – diluted from continuing
  operations.

            


    

    
      	
            	
              (B)

            	
              Earnings
      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)

            	
              Earnings
      per Common Share – diluted.

            


    

    
      	
            	
              (D)

            	
              Earnings
      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 Items shall mean any gain or loss as a result of
litigation or lawsuit settlement (including class action
lawsuits).  For the avoidance of doubt:  (i) the immediately
preceding sentence shall be applicable only to litigation and lawsuit
settlements that are specifically reported, appearing or disclosed in the
Company’s periodic filings with the Securities and Exchange Commission or in the
Company’s annual report to shareholders; and (ii) gains and losses that result
from litigation or lawsuit settlements include, but are not limited to,
judgments, interest on judgments, settlement amounts, attorneys’ fees and costs,
filing fees, experts’ fees, and damages sustained as a result of the imposition
of injunctive relief.

     

     

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