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EXHIBIT 10.3
BIG LOTS INC.
1996 PERFORMANCE INCENTIVE PLAN, AS AMENDED
RESTRICTED STOCK AWARD AGREEMENT
Big Lots, Inc. and its subsidiaries (collectively, the
"Company") believe that
its business interests are best served by ensuring that you have
an opportunity
to share in the Company's success. To this end, the Company has
awarded you
___________ shares of Restricted Stock, subject to the terms of
this Award
Agreement and the terms of the 1996 Performance Incentive Plan,
as amended
("Plan") under which your Restricted Stock is granted.
The Company cannot guarantee that the value of your Restricted
Stock will
increase. This is because the value of the Company's stock is
affected by many
factors. However, the Company believes that your efforts
contribute to the value
of the Company's stock and that Restricted Stock is an
appropriate means of
sharing with you the value of your contribution to the Company's
business
success.
This Agreement describes the Restricted Stock you have been
granted and the
conditions that must be met before you may receive these shares.
To ensure you
fully understand these terms and conditions, you should
carefully read this
Award Agreement and the Plan, and call Chuck Haubiel, the
Company's general
counsel, at (614) 278-6767 if you have any questions about this
Award Agreement
or your Restricted Stock.
DESCRIPTION OF YOUR RESTRICTED STOCK
YOU HAVE BEEN AWARDED ____________ SHARES OF RESTRICTED STOCK.
Restricted Stock
are shares of the Company's common stock that you will own after
you comply with
the terms of this Restricted Stock Award Agreement. However, you
will forfeit
any rights to those shares (i.e., they will not be transferred
to you) to the
extent you do not comply with the terms of this Award
Agreement.
Your shares of Restricted Stock will vest and be transferred to
you under the
following terms:
<TABLE>
<CAPTION>
THE COMPANY WILL TRANSFER THE
IF YOU ARE ACTIVELY FOLLOWING NUMBER OF SHARES TO
EMPLOYED ON: YOU:
<S> <C>
(date) (amount)
(date) (amount)
(date) (amount)
</TABLE>
Your Restricted Stock also will be fully vested if there is a
"Change in
Control" as defined in the Plan while you are actively employed
or if your
employment is involuntarily terminated by the Company without
"cause" (i.e., for
reasons other than your conduct that the Com
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