Exhibit 10.1
BIG LOTS, INC. AMENDED AND RESTATED
DIRECTOR STOCK OPTION PLAN AGREEMENT
BIG LOTS, INC., an Ohio corporation (the "Company"), for valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the Company, hereby grants to ___________ (the "Optionee") pursuant to the Big
Lots, Inc. Amended and Restated Director Stock Option Plan (f/k/a Consolidated
Stores Corporation Amended and Restated Director Stock Option Plan) (the "Plan")
the right to purchase (the "Option"), at the option of the Optionee, an
aggregate of _________ shares of Common Stock, par value $.01 per share, of the
Company upon the following terms and conditions:
1. OPTION PRICE
The Option Price for each share of Common Stock subject to the Option
granted hereunder shall be $_______ subject to adjustment as provided
in Section 4 below.
2. EXERCISE OF OPTIONS
A. Vesting Dates and Exercise Periods. Subject to the provisions
of the Plan, the Option shall become exercisable ("Vested")
over a three year period, on each annual anniversary (the
"Vesting Date") of the Grant Date. Twenty percent (20%) of the
Option shall become exercisable upon the first Vesting Date,
and forty percent (40%) of the Option shall become exercisable
upon each of the second and third Vesting Dates, respectively.
The Option, or the designated portions thereof, will become
exercisable on each of the Vesting Dates so long as the
individual continues as a director of the Company from the
Grant Date through and including the respective Vesting Date.
The Option, or the Vested portions thereof, may be exercised
only to the extent the Option is Vested, and only so long as
the individual continues as a director of the company from the
Grant Date through and including the respective time of
exercise, except as otherwise provided in this Section 2.
A participant may exercise the Option for all or any portion
of the underlying Common Stock for which the Option has Vested
during any "Exercise Period", which shall consist of the
period commencing forty-eight (48) hours following the
Company's quarterly public announcement of financial results
and ending at the close of business on the ninth (9th) day of
the second month of the fiscal quarter; provided, however,
that such exercise shall be subject to all policies of the
Company concerning transactions involving the Common Stock, or
other securities of the Company, as are then in effect. In the
event that any exercise of an Option hereunder would be, in
the opinion of counsel for the Company, inconsistent with
applicable law, regulations, or rules of any stock exchange
upon which the Common Stock or other securities of the company
are listed, then such exercise shall be governed by Section 14
of the Plan.
In case the service as a director of any participant to whom
an Option shall have been granted shall be terminated for any
reason other than his death or permanent and total disability
within the meaning of Section 422 of the Internal Revenue
Code, as amended from time-to-time (the "Code"), such Option
may be exercised by him only during the next ensuing Exercise
Period following the date of such termination (but not later
than the end of the fixed term of the Option) and only for the
number of shares of Common Stock for which the Option could
have been exercised at the time (s)he ceased to be a director.
If a participant to whom an Option shall have been granted
shall die or become permanently and totally disabled within
the meaning of Section 422 of the Code while serving as a
director of the Company, such Option may be exercised by him
or her, or his or her personal representative, only during an
Exercise Period and within one year after the date of his or
her death or permanent and total disability (but not later
than the end of the fixed term of the Option) and only for the
number of shares of Common Stock for which the Option could
have been exercised at the time the participant died or became
permanently and totally disabled.
In no event may an Option be exercised after the expiration of
its fixed term.
B. Method of Exercise. The Optionee may exercise this Option in
whole or in part, by delivering to the Company a written
notice which shall:
(i) state the election to exercise all or part of the
Option granted hereunder, identify the Option being
exercised, the number of shares of Common Stock with
respect to which such Option is being exercised, the
person in whose name the stock certificate or
certificates for such shares of Common Stock is to be
registered,
and such person's address and social security number
(or if more than one, the names, addresses, and
social security numbers of such persons);
(ii) be signed by the Optionee or person or persons
entitled to exercise such Option, and, if the Option
is being exercised by any person or persons other
than the Optionee, the notice shall be accompanied by
proof, satisfactory to the Company and its counsel of
the rights of such person or persons to exercise such
Option; and
(iii) be delivered in person or by certified mail to
the Company at the office of its subsidiary, Big Lots
Stores, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, Attention: General Counsel.
C. Payment. Payment of the purchase price may be made in cash or
in shares of the Common Stock of the Company valued as
determined by the Company's Compensation Committee (the
"Committee"), in accordance with Sections 6 and 10 of the
Plan.
D. Restriction on Exercise. The exercise of the Option by
Optionee shall be subject to and in compliance with all
applicable Federal and State laws and regulations (including,
without limitation, compliance with applicable income tax
withholding and reporting requirements), and with the rules of
all stock exchanges on which the Common Stock of the Company
may be listed. The Option granted hereunder may not be
exercised and no shares of Common Stock will be issued and
delivered if the issuance of the shares upon exercise would
constitute a violation of any applicable Federal or State
securities or other law or regulation, or any stock exchange
rule.
As a condition of the Optionee's exercise of the Option
granted hereunder, the Optionee or such person exercising the
Option may be required by the Company to make any
representation and warranty to the Company as may be required
by any applicable law, regulation or stock exchange rule. This
Option is granted under and pursuant to, and is subject to all
of the terms and conditions of, the Plan. Any exercise by
Optionee which does not conform to the requirements of any
such applicable law, regulation or stock exchange rule, or of
the Plan shall be void and of no effect.
3. NON-TRANSFERABILITY OF OPTION
This Option is non-transferable and non-assignable (otherwise than by
will or the laws of descent and distribution) and may be exercised,
during the Optionee's lifetime, only by the Optionee (or in the case of
permanent and total disability of the Optionee, by his personal
representative) and, after the Optionee's death, only by the executor
or administrator of the estate of the Optionee.
4. MERGER, REORGANIZATION, ETC.
In the event of any change in the number or kind of outstanding shares
of stock of the Company ("Company Stock") by reason of a stock
dividend, recapitalization, merger, reorganization, consolidation,
stock split-up, stock consolidation, or any other such change in shares
of the Company Stock, then, in each such event, the Company, by action
of the Committee, shall be empowered to make such adjustment, if any,
in the number and kind of shares subject to this Option and in the
price per share to be paid upon such subsequent exercise of this Option
as it shall deem appropriate for the protection of the Company and of
the Optionee.
5. VOTING RIGHTS
The Option granted hereunder shall not entitle the Optionee to any
voting rights or other rights as a stockholder of the Company.
6. GRANT DATE AND EXPIRATION DATE
The Option granted hereunder is granted as of ________, ____. Unless
the Option granted hereunder expires or is terminated for reasons
otherwise provided herein, this Option shall be exercisable, subject to
and in accordance with the limitations and requirements of this
Agreement and the Plan, through ________, ____, but not thereafter.
7. NO RIGHT TO CONTINUE AS DIRECTOR
This Agreement shall not confer upon Optionee any right to continue as
a director of the Company, or of any parent or subsidiary corporation
of the Company, or in any way affect the right and power of the
Company, by vote of its stockholders or otherwise, to terminate the
service of Optionee as a director of the Company, at any time and
without assigning reason therefore, to the same extent as the Company
might have done if the Option had not been granted or if this Agreement
had not been executed.
8. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.
9. BINDING EFFECT
This Agreement shall be binding upon the heirs, administrators,
executors, personal representatives, successors and assigns of the
Optionee.
10. SUBORDINATION
This Agreement is made pursuant and subject to the provisions of the
Plan. To the extent that any terms of this Agreement are different from
or are inconsistent or in conflict with the provisions of the Plan, the
provisions of the Plan shall govern.
BIG LOTS, INC. ATTEST:
By:
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Optionee acknowledges receipt of a copy of the Plan, and represents
that Optionee is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all the terms and provisions thereof. Optionee
hereby agrees to accept as binding, conclusive, and final all decisions or
interpretations of the Committee upon any questions arising under the Plan.
Dated as of By:
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