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EXHIBIT 10.5
AMENDMENT
TO THE
BIG LOTS, INC. AMENDED AND RESTATED DIRECTOR STOCK OPTION
PLAN
This
Amendment to the Big Lots, Inc. Amended and Restated Director
Stock Option Plan (“Amendment”) is made effective
as of March 5, 2008.
WHEREAS,
Big Lots, Inc. (“Company”) adopted the Big Lots,
Inc. Amended and Restated Director Stock Option Plan
(“Plan”);
WHEREAS,
the Board believes that it is in the best interest of the
Company and desires to amend the Plan to: (i) allow all Plan
participants one (1) year after termination of service as an
Outside Director to exercise all of the participant’s
vested Options; and (ii) accelerate all of the Plan
participant’s unvested stock options upon (a) the
participant’s death or permanent and total disability
while serving as an Outside Director or (b) reaching the date
of the Company’s annual meeting of shareholders next
following the participant’s 70 th
birthday while serving as an Outside Director;
WHEREAS,
the acceleration upon reaching the date of the Company’s
annual meeting of shareholders next following the Plan
participant’s 70 th
birthday shall not be dependent upon the Outside
Director’s reelection at or continued service beyond
such annual meeting of shareholders;
WHEREAS,
pursuant to Section 16 of the Plan, the Company may amend the
Plan at any time, except that no amendment to the Plan shall
be made within six (6) months of any previous amendment and
that no amendment shall be made without the approval of the
Company’s shareholders if such amendment would (i) cause
the Plan not to comply with Rule 16(b)-3 under the Securities
Exchange Act of 1934 or (ii) cause the Common Stock of the
Company to be delisted upon any stock exchange;
and
WHEREAS,
such amendments are not prohibited by the Plan, such
amendments do not constitute material modifications under
Section 162(m) of the Internal Revenue Code o
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