Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. The benefits payable to Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable to Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLIthe Employer's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Employment Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Employment Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Employment Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this ParagraphParagraph had been made, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided provide by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" Control (as defined in that plan).

Change in Control Benefits. The benefits payable During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive are signing a separation agreement substantially in the form attached hereto as follows:Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, (i) Employer the Company shall pay to the Executive a lump sum in cash payment, net of any applicable withholding taxes, in an amount equal to two (2) 1.5 times his the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"Control, if higher); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment.and (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually all time-based equity awards held by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above.immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) A continuation for a period of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) 18 months following the termination Date of this Agreement; providedTermination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when Executive timely executes all necessary COBRA election documentation and to remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on responsible for such tax obligation, and the terms and subject Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the conditions specified in Executive after the governing document Executive’s Date of Termination. After the Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage or other group health plan coverage offered by the Company, and is eligible therefor, such continuation shall be at the discretion of the particular Benefit Plan(s).Company and the Executive will be required to pay all requisite premiums for such continued coverage; and (iv) If all or any portion of the amount payable under paragraph 8(a)(ithis Section 5(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar 60 days after the payment Date of Termination; provided, however, that if the amount payable pursuant to Paragraph 8(a)(i) 60-day period begins in one calendar year and 8(a)(ii) of this Agreement. Said incremental ends in a second calendar year, such payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) paid in the event second calendar year by the last day of a "Change in Effective Control" (as defined in that plan)such 60-day period.

Change in Control Benefits. The benefits payable During the Term, if the Executive’s employment is terminated by Xxxxx without Cause or if the Executive resigns from Mural for Good Reason, in either case, during the Change in Control Period, then, in addition to the Accrued Benefits, and subject to the Executive are as follows:complying with the Release Condition (i) Employer Mural shall pay to the Executive a lump sum cash payment, net of any applicable withholding taxes, payment in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (iA) 1.5x Base Salary and (B) 1.5x the Target Bonus; subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, Mural shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that Mural would have made to provide health insurance to the Executive if the Executive had remained employed by Mural until the earliest of (A) the 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if Mural determines that it cannot pay such additional excise amounts to the group health plan provider or other similar taxesthe COBRA provider (if applicable) without potentially violating applicable law (including, plus without limitation, Section 2716 of the Public Health Service Act), then Mural shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on Xxxxx’s regular payroll dates; (ii) Mural shall pay the Executive any interestPrior Year’s Earned Bonus; Mural shall pay the Executive an amount equal to the Target Bonus in effect for the year in which the Date of Termination occurs, fines and penalties resulting from such underpayment, plus pro-rated for the number of days the Executive is employed by Xxxxx in the year of termination; and (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect Notwithstanding anything to the amounts specified contrary in the applicable equity documents, all outstanding Mural equity-based awards held by the Executive shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the effective date of Termination; and (ii) abovethe effective date of the Release Agreement. The amounts payable under Section 5(a)(i), and the reimbursement provided by this clause (iii) and (iv) (and Section 5(a)(ii). Payment thereof , to the extent taxable) shall be made paid or commence to be paid within five (5) business 60 days after the date upon which such subsequent determination is madeDate of Termination. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable During the Term, if within the CIC Window, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive are as followssigning the Separation Agreement and Release and the Separation Agreement and Release becoming irrevocable, then the following will occur: (i) Employer the Company shall pay the Executive an amount equal to two hundred percent (200%) of the Executive’s Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher); and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a lump sum monthly cash paymentpayment for twenty-four (24) months or the Executive’s COBRA health continuation period, net of any applicable withholding taxeswhichever ends earlier, in an amount equal to two (2) times his Base Salary immediately prior the monthly employer contribution that the Company would have made to provide health insurance to the effective Executive if the Executive had remained employed by the Company; and (iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, on the date that is sixty (60) days after the Date of Termination, 100% of the Executive’s then outstanding unvested equity that is subject to vesting based only on the passage of time in service shall immediately vest and become fully exercisable and not subject to forfeiture. Any termination or forfeiture of the unvested portion of such Change equity grant that would otherwise occur on the Date of Termination in Control (absence of the "Lump Sum Payment"); provided, that Separation Agreement and Release becoming irrevocable will be delayed until the 60th day after the Date of Termination and will only occur if there are fewer than twenty the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming irrevocable. The amounts payable under this Section 6(a) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twenty-four (24) months remaining from commencing within 60 days after the date Date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of DirectorsTermination; provided, that: (Ahowever, that if the 60-day period begins in one calendar year and ends in a second calendar year, such amounts shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The receipt of any payments or benefits pursuant to Section 6(a) shall be subject to Executive not violating the Restrictive Covenants. In the event Executive breaches the Restrictive Covenants, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 6(a) without affecting the Executive's Bonus is undefined ’s release or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted ’s obligations under the terms of the subject plan) is eligible Separation Agreement and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s)Release. (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable If, during the Term, upon or within 12 months after a Change in Control, the Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason (each a “Terminating Event”), then, subject to the signing of the Separation Agreement and Release by the Executive are as followsand the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) Employer the Company shall pay to the Executive a lump sum in cash payment, net of any applicable withholding taxes, in an amount equal to two 150% of the sum of (2A) times his Base Salary the Executive’s annual base salary in effect on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the effective date of such Change in Control Control, if higher) plus (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24B) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment.’s Target Variable Cash Compensation; (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually all equity awards held by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above.immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; (iii) A continuation for a period of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) 18 months following the termination Date of this Agreement; providedTermination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his or her eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when Executive timely executes all necessary COBRA election documentation and to remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on responsible for such tax obligation and the terms and subject Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the conditions specified in Executive after the governing document Executive’s Date of Termination. After the particular Benefit Plan(s).Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the Executive will be required to pay all requisite premiums for such continued coverage; (iv) If all or any portion the Company shall provide executive-level outplacement assistance to the Executive for a period of 18 months following the Date of Termination; and (v) the amount payable under paragraph 8(a)(ithis Section 3(b)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar 60 days after the payment Date of Termination; provided, however, that if the amount payable pursuant to Paragraph 8(a)(i) 60-day period begins in one calendar year and 8(a)(ii) of this Agreement. Said incremental ends in a second calendar year, such payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) paid in the event second calendar year by the last day of a "Change in Effective Control" (as defined in that plan)such 60-day period.

Change in Control Benefits. The benefits payable If, during the Term, upon or within 12 months after a Change in Control, the Executive’s employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason (each a “Terminating Event”), then, subject to the signing of the Separation Agreement and Release by the Executive are as followsand the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) Employer the Company shall pay to the Executive a lump sum in cash payment, net of any applicable withholding taxes, in an amount equal to two 150% of the sum of (2A) times his Base Salary the Executive’s annual base salary in effect on the date of the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the effective date of such Change in Control Control, if higher) plus (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24B) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment.’s Target Variable Cash Compensation; (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually all equity awards held by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above.immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; (iii) A continuation for a period of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) 18 months following the termination Date of this Agreement; providedTermination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his or her eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when Executive timely executes all necessary COBRA election documentation and to remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on responsible for such tax obligation and the terms and subject Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the conditions specified in Executive after the governing document Executive’s Date of Termination. After the particular Benefit Plan(s).Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the Executive will be required to pay all requisite premiums for such continued coverage; (iv) If all the Company shall provide executive-level outplacement assistance to the Executive for a period of 18 months following the Date of Termination; (v) if, on the Date of Termination, the Executive is currently enrolled for financial management services with Ayco, or any portion a similar financial management service provider previously approved by the Company, the Company shall provide continued financial management services at the then current level of benefit being provided by Ayco or such other previously-approved financial management service provider for a period of 18 months following the Date of Termination; and (vi) the amount payable under paragraph 8(a)(ithis Section 3(b)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar 60 days after the payment Date of Termination; provided, however, that if the amount payable pursuant to Paragraph 8(a)(i) 60-day period begins in one calendar year and 8(a)(ii) of this Agreement. Said incremental ends in a second calendar year, such payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) paid in the event second calendar year by the last day of a "Change in Effective Control" (as defined in that plan)such 60-day period.

Change in Control Benefits. The benefits payable (a) If the Employee’s employment is terminated by the Company without Cause or, if the Employee resigns for Good Reason, and such termination or resignation takes place on or within two (2) years after the Change in Control Date, then, subject to Executive are any limitation imposed under applicable law and Sections 2(c) and 5 of this Agreement, so long as followsthe Employee complies with his or her obligations pursuant to Sections 4(a) and (b) of this Agreement, the Company shall pay to the Employee: (i) Employer shall pay to Executive in a cash lump sum payment within ten (10) days of the date that the Employee’s employment is terminated (the “Termination Date”) the Employee’s (A) unpaid base salary earned through the Termination Date and (B) accrued and unpaid vacation as of the Termination Date; (ii) in a cash paymentlump sum payment at such time as it would have been paid if the Employee had not been terminated, net any cash incentive compensation earned as of any applicable withholding taxesthe Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date (collectively such unpaid base salary, accrued vacation and earned incentive compensation, the “Accrued Amounts”); (iii) in a cash lump sum payment an amount equal to (A) [·](1) times the Employee’s base salary as in effect on the Termination Date; plus (B) an amount equal to [·] (1) times the Employee’s annual cash incentive payment payable to the Employee based on performance at target levels of performance for the fiscal year in which the Employee’s employment is terminated, which payments pursuant to (iii)(A) and (iii)(B) shall be paid to the Employee on the first payroll period occurring on or after the expiration of the Severance Delay Period (as defined in Section 5 below); and (iv) a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and actual performance for such fiscal year, which amount shall be paid at such time as it would have been paid if the Employee had not been terminated. In addition, if the Employee’s employment is terminated by the Company without Cause or if the Employee resigns for Good Reason, and such termination or resignation takes place on or within two (2) times his Base Salary immediately prior to years after the effective date of such Change in Control Date, then, subject to any limitations imposed under applicable law and Sections 2(c) and 5 of this Agreement (A) any and all unvested and unexercised stock options held by the (1) The multiple is 2.5 for the CFO and 2.0 for all other named executive officers and executive officers, who are all covered by CIC Agreements. Employee as of the Change in Control Date shall become fully vested and exercisable as of the Change in Control Date, (B) all restrictions shall lapse on, and Employee shall become fully vested in all rights to, restricted stock, restricted stock units and performance shares or units (at target level of performance unless a greater or lesser level of performance is provided for in the award agreement evidencing the award of such performance shares or units) granted to Employee under any Equity Plan as of the Change in Control Date, and (C) the Company shall pay the Employee, on first payroll period occurring on or after the expiration of the Severance Delay Period, a lump sum amount equal to $105,000 (the "Lump Sum Payment"“Change in Control COBRA Amount”) that the Employee may use to procure group health plan coverage for the Employee and his or her eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided, that if there are fewer than twenty four (24) months remaining from it shall be the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount sole responsibility of the Lump Sum Payment based upon Employee (and/or other family members who are qualified beneficiaries, as described in the number of months remaining until Executive's normal retirement date at age 65COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The applicable amount Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid on or before in a lump sum. Notwithstanding the next regular payroll date following foregoing, the termination vesting of equity awards under this Section 2(a) shall not alter any previously elected payment schedule made by the Executive's employmentEmployee under a valid deferral election form, which election form shall continue to govern the payment of such award. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (Ab) In the event the Executive's Bonus is undefined of termination for Cause, death or is not subject to a maximum payoutDisability, or resignation for other than Good Reason, the Executive's Bonus Company shall be deemed under no obligation other than to be 200% of provide the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this AgreementAccrued Amounts; provided, however, that Executive's participation in with respect to a termination for Cause, the plans referred Company may withhold any compensation due to herein shall be terminated (other than Employee as provided a partial offset against any damages suffered by law) when and the Company as a result of Employee’s actions. In addition, regardless of the reason for termination of employment, the Employee agrees, upon demand by the Company, to return promptly to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or Company any portion of the amount Accrued Amounts, or other benefits paid, or targeted to be paid, to the Employee under the circumstances set forth in Section 7 below. (c) In the event any payments or benefits otherwise payable under paragraph 8(a)(i) and 8(a)(ii) of to the Employee, whether or not pursuant to this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess (1) constitute “parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended and (the "Code"2) but for this Section 2(c), or any successor provision, that are would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or any similar tax or assessmentlocal excise taxes), the amounts payable hereunder shall be increased to the extent necessary to place Executive results in the same receipt by the Employee on an after-tax position basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 2(c) will be made in good faith by the Company, whose determination will be conclusive and binding upon the Employee and the Company for all purposes absent manifest error, and the Company shall provide the Employee with the data and analysis supporting such determination. For purposes of making the calculations required by this paragraph, the Company (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 4 of this Agreement). The Employee agrees to furnish to the Company such information and documents as Executive would have been had the Company may reasonably request in order to make a determination under this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such excise tax values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or assessment been imposed on any such payment benefits which are to be paid or payable to Executive under Paragraph 8(a)(ithe furthest in time; and (iii) and 8(a)(iiall other non-cash benefits not otherwise described in clause (ii) of this Agreement Section 2(c) reduced last. In applying these principles, any reduction or any other payment that Executive may receive as a result of such Change in Control. The determination elimination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith payments shall be made by in a manner consistent with the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment requirements of Section 409A of the amount Code and where two economically equivalent amounts are subject to reduction but payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment at different times, such amounts shall be made within five (5) business days after said determination has been madereduced on a pro rata basis but not below zero. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable to Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (Aa) In the event the Executive's Bonus employment is undefined terminated by the Company for any reason other than Cause or is not subject to Disability, or in the event the Executive resigns for Good Reason, in each case after a maximum payoutChange in Control has occurred, the Company shall pay Executive's Bonus shall be deemed , as liquidated damages, a lump sum cash payment in lieu of all severance benefits provided under Section 8 (a)(i) above, equal to be 200% two and ninety-nine hundredths (2.99) times the average compensation received by the Executive during the five years immediately preceding the Date of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described aboveTermination. (iiib) A continuation The Company shall, consistent with past practice, reimburse the Executive pursuant to Section 5 for business expenses incurred but not paid prior to such Date of Termination; (c) All outstanding equity incentive awards (including, without limitation, stock options granted under the Stock Option Plan) shall immediately vest, and the Executive Shall be entitled to receive a lump sum amount equal to the "spread" on any Benefit Plans then outstanding stock options or similar awards held by the Executive, as provided in Section 8(a)(iii) above; (d) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for which the benefit of the Executive (and his spouse and/or dependents, if their participation is permitted under whether paid or payable pursuant to the terms of the subject planthis Agreement or otherwise) is eligible and enrolled for twelve (12a "Payment") months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall would be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). excise tax imposed by Section 4999 (iv) If all or any portion of the amount payable under paragraph 8(a)(isuccessor provision) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")amended, or any successor provisionthereto, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax interest or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made penalties are incurred by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the amounts specified in (i) and (ii) above"Excise Tax"), and then the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended receive an additional payment (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended"Gross-Up Payment") in an amount such that after payment by the event Executive of a "Change all taxes (including interest and penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment, in Effective Control" (as defined accordance with the procedures set forth in that plan).Exhibit A hereto;

Change in Control Benefits. The benefits payable During the Term, if the Executive’s employment is terminated by Xxxxx without Cause or if the Executive resigns from Mural for Good Reason, in either case, during the Change in Control Period, then, in addition to the Accrued Benefits, and subject to the Executive are as follows:complying with the Release Condition (i) Employer Mural shall pay to the Executive a lump sum cash payment, net of any applicable withholding taxes, payment in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (iA) such additional excise or other similar taxes, plus 1.5x Base Salary and (B) 1.5x the Target Bonus; (ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, Mural shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that Mural would have made to provide health insurance to the Executive if the Executive had remained employed by Mural until the earliest of (A) the 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any interestother employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, fines however, that if Mural determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then Mural shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and penalties resulting from such underpayment, plus withholdings and paid on Xxxxx’s regular payroll dates; (iii) Mural shall pay the Executive any Prior Year’s Earned Bonus; (iv) Mural shall pay the Executive an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect equal to the amounts specified Target Bonus in effect for the year in which the Date of Termination occurs, pro-rated for the number of days the Executive is employed by Xxxxx in the year of termination; and (v) Notwithstanding anything to the contrary in the applicable equity documents, all outstanding Mural equity-based awards held by the Executive shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the effective date of Termination; and (ii) abovethe effective date of the Release Agreement. The amounts payable under Section 5(a)(i), and the reimbursement provided by this clause (iii) and (iv) (and Section 5(a)(ii). Payment thereof , to the extent taxable) shall be made paid or commence to be paid within five (5) business 60 days after the date upon which such subsequent determination is madeDate of Termination. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable During the Term, if the Executive’s employment is terminated after the Mural Effective Date by Xxxxx without Cause or if the Executive resigns from Mural after the Mural Effective Date for Good Reason, in either case, during the Change in Control Period, then, in addition to Executive are as followsthe Accrued Benefit: (i) Employer Mural shall pay to the Executive a lump sum cash payment, net of any applicable withholding taxes, payment in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (iA) such additional excise two times Base Salary and (B) two times the higher of (1) the Target Bonus or other similar taxes, plus (2) or the Prior Year’s Earned Bonus; (ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, Mural shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that Mural would have made to provide health insurance to the Executive if the Executive had remained employed by Mural until the earliest of (A) the 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any interestother employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, fines however, that if Mural determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then Mural shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and penalties resulting from such underpayment, plus withholdings and paid on Xxxxx’s regular payroll dates; (iii) an amount necessary to reimburse all outstanding Mural equity-based awards (including, for the avoidance of doubt, the Initial Alkermes Awards, which shall be converted into Mural equity awards in connection with the Spin-Off) held by the Executive for any income, excise shall immediately accelerate and become fully vested and exercisable or other tax or assessment payable by Executive with respect nonforfeitable as of the Date of Termination; (iv) if not yet paid prior to the Date of Termination, Mural shall pay the Executive on the next regularly scheduled payroll following the Date of Termination the second installment of the Sign-on Bonus; and (v) the Executive shall not be required to repay any portion of the Signing Bonus paid to the Executive. The amounts specified in payable under Section 5(a)(i) (iand Section 5(a)(ii), to the extent taxable) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days paid or commence to be paid on the next regularly scheduled payroll after the date upon which such subsequent determination is madeDate of Termination. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The If, during a period that begins upon a “Change in Control” (as defined in the 2022 Equity Incentive Plan) and ending twenty-four months following a Change in Control (the “Change in Control Period”), (x) the Company terminates the Executive’s employment without Cause (as defined below) or the Executive terminates his employment for Good Reason (as defined below), and (b) the Executive signs and allows to become effective a general release of claims in a form mutually satisfactory to the Company and the Executive (the “Release”), which Release the Executive must execute within 55 days following the effective date of the Executive’s termination of employment (the date of termination, the “Termination Date”) then the Company shall provide the Executive with the following benefits payable to Executive are as follows:(the “Change in Control Benefits”): (ia) Employer shall pay to Executive a A lump sum cash payment, net of any applicable withholding taxes, payment in an amount equal to two (2) [MULTIPLIER] times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxesthe Executive’s current annual base salary, plus (ii) the Executive’s target total annual bonus for the year of termination. Such lump sum cash payment shall be paid to the Executive on the later of (x) the Termination Date and (y) the effective date of the Release (the “Payment Date”). (b) Notwithstanding any interestother provision of the Equity Incentive Plans or the applicable award agreements thereunder, fines (i) all unvested time-vesting awards shall become vested and penalties resulting no longer be subject to restriction or forfeiture and (ii) all performance-vesting awards shall be treated as fully time-vested (with any performance goals treated in accordance with the applicable provisions of the applicable Equity Incentive Plan or award agreement), in each case, effective as of the Payment Date. (c) Notwithstanding the termination of the Executive’s employment or any other provision of the BOLI Plan or the Participation Agreement, the Executive shall continue to be a “Participant” in the BOLI Plan such that if the Executive dies before attaining age 65, and provided that the Bank actually receives sufficient proceeds from such underpaymenta life insurance policy insuring the life of the Executive, plus then the Company shall pay to the Executive’s “Beneficiary” (iiias defined in the BOLI Plan and the Participation Agreement), as a survivor benefit, a single lump sum cash payment equal to the Executive’s annual base salary in effect on the Termination Date. Such payment shall be made within thirty days following the Executive’s date of death. (d) an amount necessary A lump sum cash payment equal to reimburse Executive the product of (x) 125% of the annual premiums for any income, excise or other tax or assessment payable by Executive coverage under the Company’s health care plans for purposes of continuation coverage under Section 4980B of the Internal Revenue Code (the “Code”) with respect to the amounts specified maximum level of coverage in (i) effect for Executive and his or her spouse and dependents as of immediately prior to the Termination Date, based on the plan and at the level of participation in which Executive participates as of immediately prior to the Termination Date, and (iiB) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is madenumber of years equal to [MULTIPLIER]. (vie) In addition The Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the benefits described above, Company and its affiliates in accordance with the terms of the underlying plans or agreements (it being understood that Executive shall not be entitled to all rights derived eligible for duplicative severance benefits under the Big Lotsthis CIC Agreement and any other severance plan, Inc. 1996 Performance Incentive Planprogram, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that planpolicy or agreement or severance benefits under any employment agreement).

Change in Control Benefits. The benefits payable (i) If within 12 months after a Change in Control, Executive’s employment by the Company shall be terminated (A) by the Company other than for Cause or Disability, (B) by Executive for Good Reason based on an event occurring during such period or (C) by Executive upon Retirement not less than 60 days after the Change in Control, then, Executive shall be entitled, without regard to Executive are as followsany contrary provisions of any plan, to the following severance benefits: (iA) Employer the Company shall pay Executive’s full base salary through the Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any plans have become payable, but which have not yet been paid to Executive; (B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to Executive an amount in cash (subject to applicable taxes and withholdings) equal to twice Executive’s annual base salary at the rate in effect just prior to the time of the Notice of Termination, with one-quarter of such amount payable in six monthly installments as a salary continuation at the existing rate during the six month period following the Date of Termination (with the first installment paid on the last day of the month in which the Date of Termination occurs and each later installment paid on the last day of each successive month) and the balance paid in a lump sum cash paymenton the date that is six months after the Date of Termination, net plus (b) without duplication of any applicable withholding taxesthe bonus payment referred to in clause (ii) below, in an amount equal to two Executive’s target bonus under the Company’s annual cash bonus plan for the year in which the Date of Termination occurs with payment of this amount made on the date that is six months after the Date of Termination; and (2C) times his Base Salary for a 12 month period after the Date of Termination, the Company shall arrange to provide Executive and Executive’s dependents with medical and dental insurance benefits substantially similar to those which Executive and Executive’s dependents were receiving immediately prior to the effective date of such Change in Control (and with the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from same employee contribution rate towards the premium applicable at the Date of Termination or at the date of Executive's termination the Change in Control, if greater. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Executive pursuant to Executive's normal retirement date at age 65this paragraph (C) to the extent that a similar benefit is actually received by Executive from a subsequent employer during such 12 month period, Employer shall instead pay and any such benefit actually received by Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before reported to the next regular payroll date following the termination of the Executive's employmentCompany. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with Upon a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Control while Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made is employed by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described aboveCompany, Executive shall be entitled to all rights derived Executive’s full, unreduced payout under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in Company’s annual cash bonus plan calculated at the event greater of a "target or performance through the date of the Change in Effective Control" . Payment of this amount shall be made within 30 days of the Change in Control. (iii) If Executive is a “specified employee” within the meaning of Internal Revenue Code (the “Code”) Section 409A(a)(2)(B)(i) and any payment required to be made pursuant to this Section 6 is subject to Section 409A of the Code and not exempt from those requirements under any applicable regulations or other guidance of general applicability, then any such payment otherwise payable on account of Executive’s termination of employment during the period ending on the date that is six months after the Date of Termination shall be paid in a lump sum on the date that is six months after Executive’s Date of Termination (or the next business day if such date is not a business day) instead of the date on which it would otherwise be paid. (iv) Except as defined specifically provided in that plan)Section 6(i)(C) above, the amount of any payment provided for in this Section 6 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as the result of employment by another employer after the Date of Termination, or otherwise. (v) The treatment of any options, restricted stock, restricted stock units or other equity awards held by Executive on a Change in Control or termination of employment shall be governed by the terms of the applicable plans and agreements.

Change in Control Benefits. The benefits payable to Executive are as follows: (ia) Employer shall pay to Executive a lump sum cash paymentIf the Employee’s employment is terminated by the Company without Cause or, net of any applicable withholding taxesif the Employee resigns for Good Reason, in an amount equal to two and such termination or resignation takes place on or within one (21) times his Base Salary immediately prior to year after the effective date of such Change in Control (the "Lump Sum Payment"); providedDate, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65then, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (Bany limitation imposed under applicable law and Sections 2(c) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination 5 of this Agreement; provided, that Executive's participation in so long as the plans referred Employee complies with his obligations pursuant to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(iSections 4(a) and 8(a)(ii(b) of this Agreement, either alone the Company shall pay to the Employee (i) in a cash lump sum payment within ten (10) days of the date that the Employee’s employment is terminated (the “Termination Date”) the Employee’s (A) unpaid base salary earned through the Termination Date and (B) accrued and unpaid vacation as of the Termination Date; (ii) in a cash lump sum payment at such time as it would have been paid if the Employee had not been terminated, any cash incentive compensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date (collectively such unpaid base salary, accrued vacation and earned incentive compensation, the “Accrued Amounts”); (iii) in a cash lump sum payment an amount equal to (A) ____times the Employee’s base salary as in effect on the Termination Date; plus (B) an amount equal to ____ times the Employee’s annual cash incentive payment payable to the Employee based on performance at target levels of performance for the fiscal year in which the Employee’s employment is terminated, which payments pursuant to (iii)(A) and (iii)(B) shall be paid to the Employee on the first payroll period occurring on or together with other amounts that Executive after the expiration of the Severance Delay Period; and (iv) a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and actual performance for such fiscal year, which amount shall be paid at such time as it would have been paid if the Employee had not been terminated. In addition, if the Employee’s employment is entitled to receive in connection with a terminated by the Company without Cause or if the Employee resigns for Good Reason, and such termination or resignation takes place on or within one (1) year after the Change in ControlControl Date, constitutes "then, subject to any limitations imposed under applicable law and Sections 2(c) and 5 of this Agreement (A) any and all unvested and unexercised stock options held by the Employee as of the Change in Control Date shall become fully vested and exercisable as of the Change in Control Date, (B) all restrictions shall lapse on, and Employee shall become fully vested in all rights to, restricted stock, restricted stock units and performance shares or units (at target level of performance unless a greater or lesser level of performance is provided for in the award agreement evidencing the award of such performance shares or units) granted to Employee under any Equity Plan as of the Change in Control Date, and (C) the Company shall pay the Employee, on first payroll period occurring on or after the expiration of the Severance Delay Period, a lump sum amount equal to $105,000 (the “Change in Control COBRA Amount”) that the Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect continuation coverage the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company under the PPACA, which benefit shall be paid in a lump sum. Notwithstanding the foregoing, the vesting of equity awards under this Section 2(a) shall not alter any previously elected payment schedule made by the Employee under a valid deferral election form, which election form shall continue to govern the payment of such award. (b) In the event of termination for Cause, death or Disability, or resignation for other than Good Reason, the Company shall be under no obligation other than to provide the Accrued Amounts; provided, however, with respect to a termination for Cause, the Company may withhold any compensation due to Employee as a partial offset against any damages suffered by the Company as a result of Employee’s actions. In addition, the Employee agrees, upon demand by the Company, to return promptly to the Company any portion of the Accrued Amounts, or other benefits under Section 2(a) paid, or targeted to be paid, to the Employee based upon financial results or performance metrics later found to be materially inaccurate. The amount to be recovered shall be equal to the excess parachute payments" within of the meaning amount paid out (on a pre-tax basis) over the amount that would have been paid out had such financial results or performance metrics been fairly stated at the time the payout was made. The payment shall be made in such manner and on such terms and conditions as may be required by the Company. If the Employee fails to return such compensation promptly, the Employee agrees that the amount of such compensation may be deducted from any and all other compensation owed to the Employee by the Company, to the extent permitted by Section 280G 409A of the Internal Revenue Code of 1986, as amended (the "“Code"”), if applicable. The Employee acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 2(b). The provisions of this Section 2(b) shall be modified to the extent, and remain in effect for the period, required by applicable law, including, without limitation, any successor provisionrules or regulations adopted implementing the clawback or recoupment requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010. The Company shall be entitled, that are at its election, to set off against the amount of any such payment any amounts otherwise owed to the Employee by the Company. (c) In the event any payments or benefits otherwise payable to the Employee, whether or not pursuant to this Agreement, (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 2(c), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or any similar tax or assessmentlocal excise taxes), the amounts payable hereunder shall be increased to the extent necessary to place Executive results in the same receipt by the Employee on an after-tax position basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 2(c) will be made in good faith by the Company, whose determination will be conclusive and binding upon the Employee and the Company for all purposes absent manifest error, and the Company shall provide the Employee with the data and analysis supporting such determination. For purposes of making the calculations required by this paragraph, the Company (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, those contemplated by Section 4 of this Agreement). The Employee agrees to furnish to the Company such information and documents as Executive would have been had the Company may reasonably request in order to make a determination under this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such excise tax values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or assessment been imposed on any such payment benefits which are to be paid or payable to Executive under Paragraph 8(a)(ithe furthest in time; and (iii) and 8(a)(iiall other non-cash benefits not otherwise described in clause (ii) of this Agreement Section 2(c) reduced last. In applying these principles, any reduction or any other payment that Executive may receive as a result of such Change in Control. The determination elimination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith payments shall be made by in a manner consistent with the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment requirements of Section 409A of the amount Code and where two economically equivalent amounts are subject to reduction but payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment at different times, such amounts shall be made within five (5) business days after said determination has been madereduced on a pro rata basis but not below zero. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable to Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his her Base Salary immediately prior to the effective date of such Change in Control (the "“Lump Sum Payment"”); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's ’s termination to Executive's ’s normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's ’s normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's ’s employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's ’s then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's ’s Board of Directors; provided, that: (A) In the event the Executive's ’s Bonus is undefined or is not subject to a maximum payout, the Executive's ’s Bonus shall be deemed to be 200% of the Executive's ’s then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's ’s termination to Executive's ’s normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's ’s normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his her spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's ’s participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's ’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "“Change in Effective Control" ” (as defined in that plan).

Change in Control Benefits. The benefits payable Employer grants to Executive are as followsand his dependents and beneficiaries (if applicable), the following benefits: (i) Employer shall pay to Executive a lump sum cash paymentThe Accrued Compensation described in Section 5(a)(i) (accrued annual base salary), net of any applicable withholding taxes, in an amount equal to two Section 5(a)(ii) (2expense reimbursements) times his Base Salary immediately prior to the effective date of such Change in Control and Section 5(a)(iii) (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24earned but unused vacation pay) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on to Executive in full at the time or before times set forth in the next regular Employer’s customary payroll date following the termination of the Executive's employmentprocedures. (ii) In addition to the payment The Accrued Compensation described in Paragraph 8(a)(iSection 5(a)(iv) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in (earned and accrued bonuses and incentive compensation) and an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined ’s Pay described in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (ASection 5(l) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed paid to be 200% Executive in a single payment, in cash, on the later of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) date that is six months remaining from after the Termination Date or the effective date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described aboveChange in Control. (iii) A continuation For a period of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following (the termination “Continuation Period”), as determined by Employer, Employer shall, at its expense, continue on behalf of this Agreementthe Executive and Executive’s dependents and beneficiaries any medical, dental, vision, hospitalization and long term care benefits provided to Executive immediately prior to the Termination Date; provided, however, that Employer’s obligation to provide continuation coverage under the Employer’s group health plans shall arise only if Executive and his dependents are eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Executive and his dependents timely elect coverage under COBRA. Accordingly, if Executive's participation ’s Termination Date precedes the effective date of the Change in Control and Executive did not timely elect COBRA coverage prior to becoming eligible for benefits under this Exhibit A, no reimbursements or payments for continuation coverage under Employer’s group health plans will be made by Employer under this Section 2(a)(iii) (unless Executive has received COBRA benefits following his Termination Date and/or is currently receiving those benefits at the plans referred to herein time of a Change in Control, in which case Employer will reimburse any past COBRA premium costs and will pay for future coverage in accordance with the terms of this Section 2(a)(iii) for the period specified above). The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period shall be terminated (other no less favorable to Executive and Executive’s dependents and beneficiaries than as provided by law) when the coverage and benefits made available immediately prior to the Termination Date. Employer’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case Employer may reduce the coverage of any benefits it is entitled required to provide Executive hereunder, as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to Executive than the coverages and benefits required to be provided hereunder. The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period to Executive’s dependents and beneficiaries shall not be affected by Executive’s coverage under Medicare. To the extent the coverage and benefits provided hereunder extend beyond the coverage period required under COBRA, then, as required by Code Section 409A: (A) the post-termination medical benefits payable under this Section 2(a)(iii) are objectively determinable; (B) such post-termination medical benefits are provided for a specified period (i.e., the Continuation Period); (C) the amount of the post-termination medical benefits provided in one year does not affect the amount of post-termination medical benefits available in another year (except for the applicability of an annual or lifetime cap); (D) the reimbursement of any post-termination medical expenses must be made no later than the end of the year following the year in which the expenses were incurred; and (E) the right to receive the same or similar post-termination medical benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and is not subject to the conditions specified in the governing document of the particular Benefit Plan(s)liquidation or exchange for another benefit. (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable to Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "“Lump Sum Payment"”); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's ’s termination to Executive's ’s normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's ’s normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's ’s employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's ’s then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's ’s Board of Directors; provided, that: (A) In the event the Executive's ’s Bonus is undefined or is not subject to a maximum payout, the Executive's ’s Bonus shall be deemed to be 200% of the Executive's ’s then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's ’s termination to Executive's ’s normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's ’s normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's ’s participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's ’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that 11 Executive is entitled to receive in connection with a Change in Control, constitutes "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "“Change in Effective Control" ” (as defined in that plan).

Change in Control Benefits. The benefits payable After a Change in Control, if the Company terminates the Executive’s employment for any reason other than Cause or Long-Term Disability, or if the Executive resigns for Good Reason, subject to Section 6(h), the Executive are as followsshall be entitled to: (i) Employer shall pay to Executive Change in Control payments in a lump sum cash payment, net of any applicable withholding taxes, in an aggregate amount equal to two three (23) times his the sum of (x) the Executive’s then-current Base Salary immediately (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control), (y) the Executive’s Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in which the Change in Control occurred, and (z) the Company’s profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company’s tax-qualified and nonqualified defined contribution plans during the twelve (12) months prior to the effective date of such termination (“Total Change in Control Payment”). Notwithstanding anything to the contrary in this paragraph, in the event that the Executive will attain age 65 prior to the third (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (243rd) months remaining from anniversary of the date of Executive's termination termination, the Total Change in Control Payment shall be reduced to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata level determined by multiplying the amount of such payment by a fraction, the Lump Sum Payment based upon numerator of which shall be the number of full months remaining until Executive's normal retirement between the date at of termination and the date the Executive will attain age 6565 (and the numerator will not be reduced to reflect any six (6) month delay in payment that may be required pursuant to Section 7), and the denominator of which shall be thirty-six (36). The applicable amount Total Change in Control Payment shall be paid on or before the next regular payroll date following the termination of the Executive's employmentRelease Effective Date. (ii) In addition If such termination occurs prior to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary’s Annual Bonus payable with respect to the immediately preceding calendar year, and (B) If there are fewer than twenty four (24) months remaining from payment of such Annual Bonus for such period, in the date of Executive's termination to Executive's normal retirement date amount, and at age 65such time, Employer shall instead pay Executive a prorata amount as [he/she] would otherwise have been entitled under the terms of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described aboveBPP had employment not terminated. (iii) A continuation Notwithstanding the terms and conditions of any Benefit Plans for the equity compensation plans and award agreements pursuant to which outstanding awards were granted, upon termination of the Executive’s employment, all Equity Incentives held by the Executive (and his spouse and/or dependentswill become fully vested and, if applicable, immediately exercisable, and will remain outstanding pursuant to their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreementterms; provided, however, that Executive's participation in the plans referred treatment of all awards held by the Executive that are subject to herein performance-based vesting criteria shall be terminated (other than as provided governed by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s)equity compensation plans and award agreements and/or award terms pursuant to which they were granted. (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and [his/her] Eligible Dependents, on substantially the same terms of such coverage that are in existence immediately prior to the Executive’s date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes employed by another employer, or (B) the third anniversary of the Executive’s date of termination; provided, however, that such coverage shall run concurrently with any coverage available to the Executive and [his/her] Eligible Dependents under COBRA; and provided further, however, that the Big LotsExecutive shall immediately notify the Company if [he/she] and [his/her] Eligible Dependents become covered under Medicare or another employer’s group health plan, Inc. 1996 Performance Incentive Planat which time the Company’s provision of medical coverage for the Executive and/or [his/her] Eligible Dependents, as Amended applicable, will cease. The Executive shall not be entitled to any other perquisites (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Planexcept as otherwise explicitly provided in the applicable perquisite plan or policy or in this Agreement). Notwithstanding anything to the contrary in this Section 6(b)(iv), as Amended) in the event the Executive attains age 65 prior to the third anniversary of [his/her] date of termination, the benefits provided for in this Section 6(b)(iv) shall cease on the date the Executive attains age 65; provided, however, that if the commencement of benefits under this Section 6(b)(iv) is delayed by six (6) months as a "Change result of Section 7, the Executive shall continue to receive the benefits under this Section 6(b)(iv) following attainment of age 65 solely during the period necessary to avoid a reduction in Effective Control" benefits as a result of the six (as defined in that plan)6) month delay.

Change in Control Benefits. The benefits payable During the Term, if the Executive’s employment is terminated by Xxxxx without Cause or if the Executive resigns from Mural for Good Reason, in either case, during the Change in Control Period, then, in addition to the Accrued Benefits, and subject to the Executive are as follows:complying with the Release Condition (i) Employer Mural shall pay to the Executive a lump sum cash payment, net of any applicable withholding taxes, payment in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (iA) such additional excise or other similar taxes, plus 1.5x Base Salary and (B) 1.5x the Target Bonus; (ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, Mural shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that Mural would have made to provide health insurance to the Executive if the Executive had remained employed by Xxxxx until the earliest of (A) the 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any interestother employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, fines however, that if Mural determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then Mural shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and penalties resulting from such underpayment, plus withholdings and paid on Xxxxx’s regular payroll dates; (iii) Mural shall pay the Executive any Prior Year’s Earned Bonus; (iv) Mural shall pay the Executive an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect equal to the amounts specified Target Bonus in effect for the year in which the Date of Termination occurs, pro-rated for the number of days the Executive is employed by Xxxxx in the year of termination; and (v) Notwithstanding anything to the contrary in the applicable equity documents, all outstanding Mural equity-based awards held by the Executive shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the effective date of Termination; and (ii) abovethe effective date of the Release Agreement. The amounts payable under Section 5(a)(i), and the reimbursement provided by this clause (iii) and (iv) (and Section 5(a)(ii). Payment thereof , to the extent taxable) shall be made paid or commence to be paid within five (5) business 60 days after the date upon which such subsequent determination is madeDate of Termination. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The If, during a period that begins upon a “Change in Control” (as defined in Section 9(b) of the Equity Incentive Plan) and ending twelve months following a Change in Control (the “Change in Control Period”), (a) the Company terminates the Executive’s employment without Cause (as defined in Section 2.2 below) or the Executive terminates his employment for Good Reason (as defined in Section 2.2 below), and (b) the Executive signs and allows to become effective a general release of all known and unknown claims in a form mutually satisfactory to the Company and the Executive (the “Release”), then the Company shall provide the Executive with the following benefits payable to Executive are as follows:(the “Change in Control Benefits”): (i) Employer shall pay to Executive a A lump sum cash payment, net of any applicable withholding taxes, payment in an amount equal to two ____ times the sum of (2x) times his Base Salary immediately prior the Executive’s current annual base salary, plus (y) the Executive’s target total annual bonus for the year of termination. The lump sum cash payment shall be paid to the Executive on the later of (a) the effective date of such Change in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's ’s employment, or (b) the effective date of the Release. Such payment shall be subject to applicable tax withholdings and deductions. (ii) In addition to Notwithstanding any other provision of the payment described in Paragraph 8(a)(i) aboveEquity Incentive Plan or the Restricted Stock Agreements, Employer all unvested grants of Restricted Stock shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in become vested and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not no longer be subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described aboverestriction or forfeiture. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following Notwithstanding the termination of this Agreement; provided, that the Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement ’s employment or any other payment provision of the BOLI Plan or the Participation Agreement, the Executive shall continue to be a “Participant” in the BOLI Plan such that if the Executive may receive dies before attaining age 65, and provided that the Bank actually receives sufficient proceeds from a life insurance policy insuring the life of the Executive, then the Company shall pay to the Executive’s “Beneficiary” (as defined in the BOLI Plan and the Participation Agreement), as a result of such Change survivor benefit, a single lump sum cash payment equal to the Executive’s annual base salary in Control. The determination effect on the date of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment termination of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this AgreementExecutive’s employment. Said incremental Such payment shall be made within five (5) business thirty days after said determination has been madefollowing the Executive’s date of death. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits payable to Executive are as follows: (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his [•]% of the Base Salary in effect immediately before the Termination Date plus [•]% of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the effective date Termination Date, the Annual Bonus for purposes of such Change in Control this Section 8 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the "Lump Sum Payment"“CIC Pay”); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. and (ii) In addition during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the payment described in Paragraph 8(a)(i) above, Employer shall pay Company’s group heath insurance plan pursuant to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined COBRA or is not subject to a maximum payoutsimilar state law, the Executive's Bonus Company shall be deemed reimburse Employee on a monthly basis for the difference between the amount Employee pays to be 200% effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead Company pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such periodcoverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. Executive's participation in and benefits under any such plan The CIC Pay shall be on the terms and subject paid to the conditions specified Employee in the governing document a lump sum within 60 days of the particular Benefit Plan(s). (iv) If all Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or any portion within 55 days after the Termination Date, an executed and fully effective copy of the amount payable Release (as defined below). Any reimbursements due under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed last day of the month following the month in which the applicable premiums were paid by Employer immediately prior the Employee. For the avoidance of doubt, Employee shall not be entitled to the applicable Change in Control, within thirty Change-in-Control Benefits if this Agreement is terminated (30i) calendar days after due to Employee’s death; (ii) by the payment of Company due to Employee’s Inability to Perform; (iii) by the amount payable pursuant to Paragraph 8(a)(iCompany for Cause; (iv) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. by Employee without Good Reason; or (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable non-renewal by Executive Employee in accordance with respect to the amounts specified in (iSections 2(b) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan6(f).

Change in Control Benefits. The benefits payable Subject to the provisions of Section 7.4(b) and Section 7.4(d), if within the one (1)-year period following the occurrence of a Change in Control the Company terminates the Executive’s employment without Cause, or the Executive are as followsterminates his employment for Good Reason, then the Executive shall be entitled to the following Severance Benefits: (i) Employer shall pay to Executive the sum of his accrued but unpaid Base Salary through the Date of Termination, that amount being payable in a single lump sum cash payment, net payment within thirty (30) days of any applicable withholding taxes, in an the Date of Termination; (ii) a cash amount equal to two the Executive’s pro rata Bonus for the fiscal year in which the Date of Termination occurs, if such Bonus is deemed earned under the Executive Bonus Plan, payable at such time as bonuses for the annual period are paid to other executive officers of the Company (2such pro rata Bonus shall be based on a fraction, the numerator of which is the number of days from the first day of the fiscal year of the Company in which such termination occurs through and including the Date of Termination and the denominator of which is 365); (iii) a cash amount equal to 1.5 times his the Executive’s monthly Base Salary immediately prior to in effect at the effective date Date of such Change Termination that amount being payable in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty monthly installments for twenty-four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination Date of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s).Termination; (iv) If all or any portion the Executive shall be fully vested in his stock options, stock appreciation rights and other equity awards, and vested stock options, stock appreciation rights and other equity awards shall remain exercisable by the Executive for one year following the Date of Termination unless the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled transaction documents relating to receive in connection with a the Change in Control, constitutes "excess parachute payments" within Control provide for the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result earlier expiration of such Change in Control. The determination of the amount of any such tax or assessment stock options, stock appreciation rights and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made.other equity awards; and (v) If, after the date upon which any payment Company shall pay the full cost of the Executive’s COBRA continuation coverage as such coverage is required to be made continued under this Paragraphapplicable law; provided, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that however, that, notwithstanding the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determinedforegoing, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described abovein this Section 7.4(b)(v) may be discontinued prior to the end of the period provided in this subsection (v) to the extent, but only to the extent, that the Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/receives substantially similar benefits from a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan)subsequent employer.

Change in Control Benefits. The benefits payable to If Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net has satisfied the eligibility requirements of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"Section l(a); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash (and, in the event of his death prior to payment, net of any applicable withholding taxesto his estate (if applicable)), in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, thatfollowing benefits: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus Any Accrued Compensation shall be deemed paid to be 200% of Executive in full in accordance with the ExecutiveEmployer's then current Base Salary, andnormal payroll practices. (B) If there are fewer than twenty four (24) months remaining from An amount equal to the Executive's Separation Pay shall be paid to Executive in a single payment, in cash, on the later of the date of Executive's termination to Executive's normal retirement that is three months after the Termination Date or the effective date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described aboveChange in Control. (iiiC) A continuation Vesting of any Benefit Plans for which Executive equity and equity-based awards granted under the Employer's stock incentive plans, whether vesting of such awards is time-based or performance­ based, in accordance with (and his spouse and/or dependents, if their participation is to the extent permitted under under) the terms of the subject planapplicable incentive award agreements. (D) is eligible For the Continuation Period, Employer shall, at its expense, continue on behalf of the Executive and enrolled for twelve (12) months following Executive' s dependents and beneficiaries any medical, dental, vision, hospitalization and long term care benefits provided to Executive immediately prior to the termination of this AgreementTermination Date; provided, however, that Employer's obligation to provide continuation coverage under the Employer's group health plans shall arise only if Executive and his dependents are eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and Executive and his dependents timely elect coverage under COBRA. Accordingly, if Executive's participation Termination Date precedes the effective date of the Change in Control and Executive did not timely elect COBRA coverage prior to becoming eligible for benefits under this Section 1, no reimbursements or payments for continuation coverage under Employer' s group health plans will be made by Employer under this Section l(b)(i)(D) (unless Executive has received COBRA benefits following his Termination Date and/or is currently receiving those benefits at the plans referred to herein time of a Change in Control, in which case Employer will reimburse any past COBRA premium costs and will pay for future coverage m accordance with the terms of this Section 1(b)(i)(D) for the period specified above). The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period shall be terminated (other no less favorable to Executive and Executive's dependents and beneficiaries than as provided by law) when the coverage and benefits made available immediately prior to the Termination Date. Employer's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case Employer may reduce the coverage of any benefits it is entitled required to provide Executive hereunder, as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to Executive than the coverages and benefits required to be provided hereunder. The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period to Executive's dependents and beneficiaries shall not be affected by Executive's coverage under Medicare. To the extent the coverage and benefits provided hereunder extend beyond the coverage period required under COBRA, then, as required by Code Section 409A: (I) the post-termination medical benefits payable under this Section l(b)(i)(D) are objectively determinable; (II) such post-termination medical benefits are provided for a specified period (i.e., the Continuation Period); (III) the amount of the post-termination medical benefits provided in one year does not affect the amount of post-termination medical benefits available; (IV) the reimbursement of any post-termination medical expenses must be made no later than the end of the year following the year in which the expenses were incurred; and (V) the right to receive the same or similar post-termination medical benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and is not subject to the conditions specified in the governing document of the particular Benefit Plan(s)liquidation or exchange for another benefit. (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable to Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "“Lump Sum Payment"”); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's ’s termination to Executive's ’s normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's ’s normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's ’s employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's ’s then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's ’s Board of Directors; provided, that: (A) In the event the Executive's ’s Bonus is undefined or is not subject to a maximum payout, the Executive's ’s Bonus shall be deemed to be 200% of the Executive's ’s then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's ’s termination to Executive's ’s normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's ’s normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's ’s participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's ’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "“excess parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "“Change in Effective Control" ” (as defined in that plan).

Change in Control Benefits. The benefits payable During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive are signing a separation agreement substantially in the form attached hereto as follows:Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, (i) Employer the Company shall pay to the Executive a lump sum in cash payment, net of any applicable withholding taxes, in an amount equal to two (2) 1.5 times his the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"Control, if higher); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment.and (ii) In addition the equity award granted pursuant to the payment described in Paragraph 8(a)(iSection 2(b) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in immediately accelerate and determined annually by the Compensation Committee of BLI's Board of Directorsbecome fully vested and nonforfeitable; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation for a period of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) 18 months following the termination Date of this Agreement; providedTermination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier (the “COBRA Coverage Period”), the Company shall provide the Executive, and his eligible dependents, at the Company’s sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when Executive timely executes all necessary COBRA election documentation and to remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on responsible for such tax obligation, and the terms and subject Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the conditions specified in Executive after the governing document Executive’s Date of Termination. After the Executive’s COBRA Coverage Period, if the Executive wishes to continue such COBRA coverage or other group health plan coverage offered by the Company, and is eligible therefor, such continuation shall be at the discretion of the particular Benefit Plan(s).Company, and the Executive will be required to pay all requisite premiums for such continued coverage; and (iv) If all or any portion of the amount payable under paragraph 8(a)(ithis Section 5(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar 60 days after the payment Date of Termination; provided, however, that if the amount payable pursuant to Paragraph 8(a)(i) 60-day period begins in one calendar year and 8(a)(ii) of this Agreement. Said incremental ends in a second calendar year, such payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) paid in the event second calendar year by the last day of a "Change in Effective Control" (as defined in that plan)such 60-day period.

Change in Control Benefits. The benefits payable to If Executive are as follows: (i) Employer shall pay to Executive a lump sum cash payment, net has satisfied the eligibility requirements of any applicable withholding taxes, in an amount equal to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"Section 5(f)(i); provided, that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash (and, in the event of his death prior to payment, net of any applicable withholding taxesto his estate (if applicable)), the following benefits: (1) Any Accrued Compensation shall be paid to Executive in an full in accordance with the Employer's normal payroll practices. (2) An amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus Separation Pay shall be deemed paid to be 200% Executive in a single payment, in cash, on the later of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) date that is three months remaining from after the Termination Date or the effective date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described aboveChange in Control. (iii3) A continuation Full and complete vesting of any Benefit Plans for which Executive (all equity and his spouse and/or dependentsequity-based awards granted under the Employer's stock incentive plans, if their participation whether vesting of such awards is permitted under time-based or performance-based, in accordance with the terms of the subject planapplicable incentive award plans. (4) is eligible For the Continuation Period, Employer shall, at its expense, continue on behalf of the Executive and enrolled for twelve (12) months following Executive's dependents and beneficiaries any medical, dental, vision, hospitalization and long term care benefits provided to Executive immediately prior to the termination of this AgreementTermination Date; provided, however, that Employer's obligation to provide continuation coverage under the Employer's group health plans shall arise only if Executive and his dependents are eligible for benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and Executive and his dependents timely elect coverage under COBRA. Accordingly, if Executive's participation Termination Date precedes the effective date of the Change in Control and Executive did not timely elect COBRA coverage prior to becoming eligible for benefits under this Section 5(f), no reimbursements or payments for continuation coverage under Employer's group health plans will be made by Employer under this Section 5(f)(ii)(A)(4) (unless Executive has received COBRA benefits following his Termination Date and/or is currently receiving those benefits at the plans referred to herein time of a Change in Control, in which case Employer will reimburse any past COBRA premium costs and will pay for future coverage in accordance with the terms of this Section 5(f)(ii)(A)(4) for the period specified above). The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period shall be terminated (other no less favorable to Executive and Executive's dependents and beneficiaries than as provided by law) when the coverage and benefits made available immediately prior to the Termination Date. Employer's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case Employer may reduce the coverage of any benefits it is entitled required to provide Executive hereunder, as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to Executive than the coverages and benefits required to be provided hereunder. The coverage and benefits (including deductibles and costs) provided hereunder during the Continuation Period to Executive's dependents and beneficiaries shall not be affected by Executive's coverage under Medicare. To the extent the coverage and benefits provided hereunder extend beyond the coverage period required under COBRA, then, as required by Code Section 409A: (A) the post-termination medical benefits payable under this Section 5(f)(ii)(A)(4) are objectively determinable; (B) such post-termination medical benefits are provided for a specified period (i.e., the Continuation Period); (C) the amount of the post-termination medical benefits provided in one year does not affect the amount of post-termination medical benefits available in another year (except for the applicability of an annual or lifetime cap); (D) the reimbursement of any post-termination medical expenses must be made no later than the end of the year following the year in which the expenses were incurred; and (E) the right to receive the same or similar post-termination medical benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and is not subject to the conditions specified in the governing document of the particular Benefit Plan(s)liquidation or exchange for another benefit. (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable Subject to the provisions of Section 7.4(b) and Section 7.4(d), if within the one (1)-year period following the occurrence of a Change in Control the Company terminates the Executive’s employment without Cause, or the Executive are as followsterminates his employment for Good Reason, then the Executive shall be entitled to the following Severance Benefits: (i) Employer shall pay to Executive the sum of his accrued but unpaid Base Salary through the Date of Termination, that amount being payable in a single lump sum cash payment, net payment within thirty (30) days of any applicable withholding taxes, in an the Date of Termination; (ii) a cash amount equal to two the Executive’s pro rata Bonus for the fiscal year in which the Date of Termination occurs, if such Bonus is deemed earned under the Executive Bonus Plan, payable at such time as bonuses for the annual period are paid to other executive officers of the Company (2such pro rata Bonus shall be based on a fraction, the numerator of which is the number of days from the first day of the fiscal year of the Company in which such termination occurs through and including the Date of Termination and the denominator of which is 365); (iii) a cash amount equal to 1.5 times his the Executive’s monthly Base Salary immediately prior to in effect at the effective date Date of such Change Termination that amount being payable in Control (the "Lump Sum Payment"); provided, that if there are fewer than twenty monthly installments for twenty-four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination Date of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s).Termination, (iv) If all or any portion the Executive shall be fully vested in his stock options, stock appreciation rights and other equity awards, and vested stock options, stock appreciation rights and other equity awards shall remain exercisable by the Executive for one year following the Date of Termination unless the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled transaction documents relating to receive in connection with a the Change in Control, constitutes "excess parachute payments" within Control provide for the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result earlier expiration of such Change in Control. The determination of the amount of any such tax or assessment stock options, stock appreciation rights and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made.other equity awards; and (v) If, after the date upon which any payment Company shall pay the full cost of the Executive’s COBRA continuation coverage as such coverage is required to be made continued under this Paragraphapplicable law; provided, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that however, that, notwithstanding the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determinedforegoing, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described abovein this Section 7.4(b)(v) may be discontinued prior to the end of the period provided in this subsection (v) to the extent, but only to the extent, that the Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/receives substantially similar benefits from a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan)subsequent employer.

Change in Control Benefits. The benefits payable to Executive are If you experience a Separation from Service (as follows: defined below) initiated by the Company without Cause (ias defined below), by you for Good Reason (as defined below) Employer shall pay to Executive a lump sum cash paymentor because of your death or permanent disability, net of any applicable withholding taxesas determined by the Company, in an amount equal to two each case within the twelve (212) times his Base Salary immediately prior to the effective date of such month period commencing on a Change in Control (the "Lump Sum Payment"as defined below); provided, that if there are fewer than twenty four and if, within sixty (2460) months remaining days of your Separation from the date of Executive's termination Service, you sign and fail to Executive's normal retirement date at age 65revoke during any applicable revocation period a Release, Employer shall instead pay Executive a prorata amount then in lieu of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment severance benefits described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payoutpreceding paragraph, the Executive's Bonus Company shall be deemed to be 200% of the Executive's then current Base Salary, and proved you (Bor your estate) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A with continuation of any Benefit Plans your base salary for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms a period of the subject plan) is eligible and enrolled for twelve (12) months commencing on the sixtieth (60th) day following your Separation from Service at the termination rate in effect immediately prior to your Separation from Service, less applicable withholdings, and payment of this Agreementan amount equal to 100% of the lesser of (a) your prior year’s bonus and (b) your prior year’s target bonus, both payable in twelve (12) substantially equal installments commencing on the sixtieth (60th) day following your Separation from Service pursuant to the Company’s normal and customary payroll procedures; provided, however, that Executive's participation in for your first year of employment, your prior year’s bonus and your prior year’s target bonus shall both be deemed to be your first year’s target bonus. The Company or one of its subsidiaries shall also pay the plans referred to herein shall be terminated group health, dental and vision plan continuation coverage premiums for you and, if relevant, your covered dependents’ COBRA for the lesser if (other than as provided by lawi) when and to twelve (12) months from the extent that Executive is entitled to receive the same or similar benefits date of your Separation from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")Service, or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(iii) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment you are covered by similar plans of a court new employer. Finally, your then outstanding options shall immediately accelerate and become vested and exercisable for that number of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive shares subject thereto with respect to which such options would have become vested and exercisable over the amounts specified in succeeding twelve (i12) month period based solely on the passage of time and your performance of services (iii.e., you will receive twelve (12) above, and the reimbursement provided by this clause (iiimonth accelerated vesting on your time vesting options). Payment thereof The Company shall be made provide you with a Release within five (5) 10 business days after the date upon which such subsequent determination is madeof your Separation from Service. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).

Change in Control Benefits. The benefits payable to Executive If you are as follows: (i) Employer shall pay to Executive employed by the Company at the 80% Threshold Time, the Company will make a lump lump-sum cash payment, net of any applicable withholding taxes, in an amount equal payment to two (2) times his Base Salary immediately prior to the effective date of such Change in Control (the "Lump Sum Payment"); provided, you that if there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before the next regular payroll date following the termination of the Executive's employment. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of the following amounts: (a) [One (1)][Two (2)] times the sum of your annual rate of Base Salary and Target Bonus (the “Change in Control Payment”); (b) the dollar amount obtained by multiplying one-twelfth (1/12th) of the annual Target Bonus in effect for you for the year of the Merger by the number of full or partial months of employment which you complete with the Company in that year prior to the Merger (the “Prorated Bonus”); and (c) an amount equal to (i) the monthly premium payable for continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (without taking into account any available subsidy for such additional excise or premium) if you were to terminate employment with the Company under the Company’s group health plan, dental and vision plans for yourself, your spouse and your eligible dependents (provided you and your spouse and other similar taxeseligible dependents are currently enrolled in such plans) less the amount of your monthly employee contribution for such premium, plus (ii) multiplied by six (6) (the “Benefit Payment”). The Change in Control Payment, Prorated Bonus and Benefit Payment shall be paid to you as soon as administratively practicable following the 80% Threshold Time but, in any interestevent, fines no later than during the calendar year in which the 80% Threshold Time occurs or, if later, two and penalties resulting from such underpaymentone-half (2 1/2) months after the 80% Threshold Time. The Change in Control Payment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect Prorated Bonus and Benefit Payment shall be subject to the amounts specified in (i) and (ii) aboveCompany’s collection of all applicable withholding taxes, and you will only be paid the reimbursement provided by amount remaining after such withholding taxes have been collected. The payment of the Prorated Bonus pursuant to this clause (iii). Payment thereof Agreement shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition in lieu of any bonus payment that may be earned by you pursuant to the benefits described aboveCompany’s annual incentive plan with regard to the 2009 performance year (the “2009 Annual Bonus”) except to the extent that such 2009 Annual Bonus would be greater than such Prorated Bonus received pursuant to this Agreement. To the extent that the 2009 Annual Bonus is actually earned, Executive becomes payable to you, and is greater than the Prorated Bonus paid hereunder (such excess the “Excess 2009 Bonus”), the Excess 2009 Bonus shall be entitled payable to all rights derived you at the time and in accordance with such plan or program under which the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in 2009 Annual Bonus was awarded. The amount of the event 2009 Annual Bonus that is equal to or less than the Prorated Bonus received hereunder shall be forfeited upon receipt of a "Change in Effective Control" (as defined in that plan)the Prorated Bonus paid hereunder.

Change in Control Benefits. The benefits payable (i) If within 24 months after a Change in Control, Executive’s employment by the Company shall be terminated (A) by the Company other than for Cause, Disability or Retirement or (B) by Executive for Good Reason based on an event occurring during such period, then, Executive shall be entitled, without regard to Executive are as followsany contrary provisions of any plan, to the following severance benefits: (iA) Employer the Company shall pay Executive’s full base salary through the Date of Termination at the rate in effect immediately prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any plans have become payable, but which have not yet been paid to Executive; (B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to Executive an amount in cash (subject to applicable taxes and withholdings) equal to (a) Executive’s annual base salary at the rate in effect just prior to the time of the Notice of Termination, with one-half of such amount payable in six monthly installments as a salary continuation at the existing rate during the six month period following the Date of Termination (with the first installment paid on the last day of the month in which the Date of Termination occurs and each later installment paid on the last day of each successive month) and the balance paid in a lump sum cash paymenton the date that is six months after the Date of Termination, net of any applicable withholding taxes, in plus (b) an amount equal to two Executive’s target bonus under the Company’s annual cash bonus plan for the year in which the Date of Termination occurs, with payment of this amount made on the date that is six months after the Date of Termination; and (2C) times his Base Salary for a 12 month period after the Date of Termination, the Company shall arrange to provide Executive and Executive’s dependents with medical and dental insurance benefits substantially similar to those which Executive and Executive’s dependents were receiving immediately prior to the effective date of such Change in Control (and with the "Lump Sum Payment"); provided, that if there are fewer than twenty four (24) months remaining from same employee contribution rate towards the premium applicable at the Date of Termination or at the date of Executive's termination the Change in Control, if greater. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Executive pursuant to Executive's normal retirement date at age 65this paragraph (C) to the extent that a similar benefit is actually received by Executive from a subsequent employer during such 12 month period, Employer shall instead pay and any such benefit actually received by Executive a prorata amount of the Lump Sum Payment based upon the number of months remaining until Executive's normal retirement date at age 65. The applicable amount shall be paid on or before reported to the next regular payroll date following the termination of the Executive's employmentCompany. (ii) In addition to the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; provided, that Executive's participation in the plans referred to herein shall be terminated (other than as provided by law) when and to the extent that Executive is entitled to receive the same or similar benefits from another employer during such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with Upon a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Control while Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made is employed by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after the date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that the amount of excise or other similar taxes or assessments payable by Executive is greater than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made. (vi) In addition to the benefits described aboveCompany, Executive shall be entitled to all rights derived Executive’s full, unreduced payout under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in Company’s annual cash bonus plan calculated at the event greater of a "target or performance through the date of the Change in Effective Control" . Payment of this amount shall be made within 30 days of the Change in Control. (iii) If Executive is a “specified employee” within the meaning of Internal Revenue Code (the “Code”) Section 409A(a)(2)(B)(i) and any payment required to be made pursuant to this Section 6 is subject to Section 409A of the Code and not exempt from those requirements under any applicable regulations or other guidance of general applicability, then any such payment otherwise payable on account of Executive’s termination of employment during the period ending on the date that is six months after the Date of Termination shall be paid in a lump sum on the date that is six months after Executive’s Date of Termination instead of the date on which it would otherwise be paid. (iv) Except as defined specifically provided in that plan)Section 6(i)(C) above, the amount of any payment provided for in this Section 6 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by Executive as the result of employment by another employer after the Date of Termination, or otherwise. (v) The treatment of any options, restricted stock, restricted stock units or other equity awards held by Executive on a Change in Control or termination of employment shall be governed by the terms of the applicable plans and agreements.

Change in Control Benefits. The benefits payable During the Term, if upon or within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive are as follows:and the Separation Agreement and Release becoming irrevocable, all within the 60-day Period, (i) Employer the Company shall pay to the Executive a lump sum in cash payment, net of any applicable withholding taxes, in an amount equal to two times the sum of (2A) times his the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the effective date of such Change in Control Control, if higher) plus (B) the "Lump Sum Payment")Executive’s Target Variable Cash Compensation; and (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a period of 24 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that if there are fewer than twenty four (24) months remaining from the date continuation of Executive's termination to Executive's normal retirement date at age 65, Employer health benefits under this Subsection shall instead pay Executive a prorata amount reduce and count against the rights of the Lump Sum Payment Executive, the Executive’s spouse and dependents under COBRA; and (iv) the Company shall pay the Pro-Rated Bonus to the Executive, but the Pro-Rated Bonus shall be calculated based upon on Target Variable Cash Compensation; and (v) the number of months remaining until Executive's normal retirement date at age 65. The applicable amount payable under Sections 6(b)(i) and (iv) shall be paid on or before the next regular scheduled payroll date following the termination of date the Executive's employment. (ii) In addition to Separation Agreement and Release becomes irrevocable and in any event during the payment described in Paragraph 8(a)(i) above, Employer shall pay to Executive a lump sum cash payment, net of any applicable withholding taxes, in an amount equal to two (2) times the Executive's then current Stretch Bonus, as defined in and determined annually by the Compensation Committee of BLI's Board of Directors60-day Period; provided, that: (A) In the event the Executive's Bonus is undefined or is not subject to a maximum payout, the Executive's Bonus shall be deemed to be 200% of the Executive's then current Base Salary, and (B) If there are fewer than twenty four (24) months remaining from the date of Executive's termination to Executive's normal retirement date at age 65, Employer shall instead pay Executive a prorata amount of the Lump Sum Bonus Payment based upon the number of months remaining until Executive's normal retirement date at age 65. Executive shall receive the Lump Sum Bonus Payment at the same time Executive receives the Lump Sum Payment described above. (iii) A continuation of any Benefit Plans for which Executive (and his spouse and/or dependents, if their participation is permitted under the terms of the subject plan) is eligible and enrolled for twelve (12) months following the termination of this Agreement; providedhowever, that Executive's participation if the 60-day Period begins in the plans referred to herein shall be terminated (other than as provided by law) when one calendar year and to the extent that Executive is entitled to receive the same or similar benefits from another employer during ends in a second calendar year, such period. Executive's participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular Benefit Plan(s). (iv) If all or any portion of the amount payable under paragraph 8(a)(i) and 8(a)(ii) of this Agreement, either alone or together with other amounts that Executive is entitled to receive in connection with a Change in Control, constitutes "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable hereunder shall be increased to the extent necessary to place Executive in the same after-tax position as Executive would have been had no such excise tax or assessment been imposed on any such payment paid or payable to Executive under Paragraph 8(a)(i) and 8(a)(ii) of this Agreement or any other payment that Executive may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required hereby in connection therewith shall be made by the independent accounting firm employed by Employer immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable pursuant to Paragraph 8(a)(i) and 8(a)(ii) of this Agreement. Said incremental payment shall be made within five (5) business days after said determination has been made. (v) If, after paid on the first regularly-scheduled payroll date upon which any payment is to be made under this Paragraph, it is determined (pursuant to final judgment of a court of competent jurisdiction or an agreed upon tax assessment) that in the amount of excise or other similar taxes or assessments payable by Executive is greater second calendar year and no later than the amount initially so determined, then Employer shall pay Executive an amount equal to the sum last day of (i) such additional excise or other similar taxes, plus (ii) any interest, fines and penalties resulting from such underpayment, plus (iii) an amount necessary to reimburse Executive for any income, excise or other tax or assessment payable by Executive with respect to the amounts specified in (i) and (ii) above, and the reimbursement provided by this clause (iii). Payment thereof shall be made within five (5) business days after the date upon which such subsequent determination is made60-day Period. (vi) In addition to the benefits described above, Executive shall be entitled to all rights derived under the Big Lots, Inc. 1996 Performance Incentive Plan, as Amended (f/k/a Consolidated Stores Corporation 1996 Performance Incentive Plan, as Amended) in the event of a "Change in Effective Control" (as defined in that plan).