EXHIBIT 10.3
BIG LOTS INC.
1996 PERFORMANCE INCENTIVE PLAN, AS AMENDED
RESTRICTED STOCK AWARD AGREEMENT
Big Lots, Inc. and its subsidiaries (collectively, the "Company") believe that
its business interests are best served by ensuring that you have an opportunity
to share in the Company's success. To this end, the Company has awarded you
___________ shares of Restricted Stock, subject to the terms of this Award
Agreement and the terms of the 1996 Performance Incentive Plan, as amended
("Plan") under which your Restricted Stock is granted.
The Company cannot guarantee that the value of your Restricted Stock will
increase. This is because the value of the Company's stock is affected by many
factors. However, the Company believes that your efforts contribute to the value
of the Company's stock and that Restricted Stock is an appropriate means of
sharing with you the value of your contribution to the Company's business
success.
This Agreement describes the Restricted Stock you have been granted and the
conditions that must be met before you may receive these shares. To ensure you
fully understand these terms and conditions, you should carefully read this
Award Agreement and the Plan, and call Xxxxx Xxxxxxx, the Company's general
counsel, at (000) 000-0000 if you have any questions about this Award Agreement
or your Restricted Stock.
DESCRIPTION OF YOUR RESTRICTED STOCK
YOU HAVE BEEN AWARDED ____________ SHARES OF RESTRICTED STOCK. Restricted Stock
are shares of the Company's common stock that you will own after you comply with
the terms of this Restricted Stock Award Agreement. However, you will forfeit
any rights to those shares (i.e., they will not be transferred to you) to the
extent you do not comply with the terms of this Award Agreement.
Your shares of Restricted Stock will vest and be transferred to you under the
following terms:
THE COMPANY WILL TRANSFER THE
IF YOU ARE ACTIVELY FOLLOWING NUMBER OF SHARES TO
EMPLOYED ON: YOU:
(date) (amount)
(date) (amount)
(date) (amount)
Your Restricted Stock also will be fully vested if there is a "Change in
Control" as defined in the Plan while you are actively employed or if your
employment is involuntarily terminated by the Company without "cause" (i.e., for
reasons other than your conduct that the Company's Board of Directors concludes
is injurious to the Company). However, you will forfeit unvested shares of
Restricted Stock if, before the dates shown above, you die, become disabled or
voluntarily terminate employment with the Company. And, your Restricted Stock
will be subject to the terms of any other relevant agreement (such as an
employment agreement) between you and the Company.
YOUR RIGHTS IN RESTRICTED STOCK BEFORE THE EXPIRATION DATE
Until the restrictions and conditions just described have been met, your
Restricted Stock certificates will be held in escrow. Also, the Company will
defer distribution of any dividends that are declared on your Restricted Stock
until the shares vest. These dividends will be distributed at the same time the
shares vest or will be forfeited if the shares do not vest.
However, you may vote your Restricted Shares before all the terms and conditions
described in this Agreement are met. This is the case even though your
Restricted Stock will not be distributed to you until the shares vest.
TAX TREATMENT OF YOUR RESTRICTED STOCK
This brief discussion of the federal tax rules that affect your Restricted Stock
is provided as general information (not as personal tax advice) and is based on
the Company's understanding of federal tax laws and regulations in effect as of
the date of this Agreement.
You should consult with a tax or financial adviser to ensure you fully
understand the tax ramifications of your Restricted Stock.
You are not required to pay income taxes on your Restricted Stock at the time of
award. However, unless you make the special Code Section 83(b) election
described below, you will be required to pay income taxes (at ordinary income
tax rates) when, if and to the extent the shares vest. The amount of ordinary
income you will recognize is the value of your Restricted Stock when they vest.
Also, the Company is required to withhold taxes on this same amount.
Generally, any appreciation of the shares after they vest will be eligible to be
taxed at capital gains rates when you sell the shares.
If your shares do not vest, your Restricted Stock will expire and no taxes will
be due.
You may increase the portion of your Restricted Stock's value that is
potentially subject to capital gains tax rates by making a special election
[known as a Code Section 83(b) election] within 30 days of the date of this
Agreement. However:
- There are important tax and investment issues that you must consider
before making a Code Section 83(b) election. These should be
discussed with your personal tax and investment adviser.
- You may make a Code Section 83(b) election only by filing specific
forms with the Internal Revenue Service (this information should be
developed by your personal tax and investment adviser) within 30
days of the date of this award (see below).
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- Also, if you make a Code Section 83(b) election, you must notify me
(at the address shown above) within 10 days of making that election.
# # #
You must sign this Agreement; if you do not, your Restricted Stock award will be
cancelled. By signing this Agreement you acknowledge that your Restricted Stock
is granted under and is subject to the terms and conditions described in this
Award Agreement and in the Plan.
GRANTEE BIG LOTS, INC.
________________________________ ___________________________________
(date signed) (date signed)
________________________________ ___________________________________
DATE OF THIS AGREEMENT:
________________________________
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