Exhibit 10.4
BIG LOTS 2005 LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
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:
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If the Second
Trigger, as defined in Exhibit A, is met, all of your Restricted
Stock will vest on the first trading day 2 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.
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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.
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1
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Denotes the
number of Big Lots, Inc. common shares, par value $0.01 per share,
underlying the Restricted Stock Award.
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As determined
by the New York Stock Exchange or other national securities
exchange or market that regulates Big Lots, Inc. common
shares.
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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.
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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.
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