EXHIBIT 10.1
Big Lots, Inc. Non-Employee Director
Compensation Package and Share Ownership Requirements
May 27, 2010
Compensation Package
| Annual Retainer | $ | 45,000 | ||
| Annual Committee Chair Retainer – Audit Committee | $ | 15,000 | ||
| Annual Committee Chair Retainer – Compensation Committee and Nominating/Corporate Governance Committee | $ | 10,000 | ||
| Board Meeting Fee | $ | 1,500 | ||
| Committee Meeting Fee | $ | 1,250 | ||
| Telephonic Meeting Fee – All Types | $ | 500 | ||
| Annual Charitable Donation to Organization Nominated by Director | $ | 10,000 | ||
Grant Date Fair Value of Big Lots, Inc. Common Shares Underlying Annual Grant of Restricted Stock Award1 | $ | 95,000 |
Share Ownership Requirements
Under the new minimum share ownership requirements applicable to all non-employee directors and senior executives, each director must, at a minimum, own common shares having an aggregate value equal to four times (4x) his or her annual Board retainer (as is in effect at the time compliance with the requirements is evaluated). Each existing director will be required to meet the requirements on the date of the 2013 annual meeting of shareholders and at subsequent annual meetings. A newly elected director will be required to meet the requirements on the date of the first annual meeting following the fifth anniversary of his or her election. Shares counted toward these requirements include common shares held directly or through a broker, unvested restricted stock, and vested but unexercised in-the-mone y stock options2.
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| 1 | Equity awards are granted pursuant to the Big Lots 2005 Long-Term Incentive Plan. |
| 2 | For vested but unexercised in-the-money stock options, only the difference in value between the then-current fair market value of the common shares and the exercise price will be counted toward the share ownership requirements. |