Common use of Entire Agreement; Termination of Prior Agreements Clause in Contracts

Entire Agreement; Termination of Prior Agreements. Subject only to the provision specifically set forth below regarding the Noncompetition Agreement, this Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior written or oral agreements or understandings between the parties, which are hereby terminated and of no further force and effect, including but not limited to the agreement dated April 29, 2008. Without limiting the generality of the foregoing, the payments described herein are in lieu of, and constitute full satisfaction of, the payments contemplated by the April 29, 2008 agreement. Employee acknowledges that notwithstanding the foregoing, the Noncompetition Agreement dated May 29, 2007, remains in full force and effect and binding on Employee. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to sign this Agreement, except for those set forth in this Agreement. EMPLOYEE IS ADVISED THAT EMPLOYEE HAS FORTY-FIVE (45) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE, IN WHICH EMPLOYEE WAIVES IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTY-FIVE (45) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “3” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST BORDERS. The parties knowingly and voluntarily sign this Agreement and General Release as of the date(s) set forth below: Borders Group, Inc. By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXX Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx Chief Administrative Officer Date: February 6, 2009 Date: February 6, 2009

Entire Agreement; Termination of Prior Agreements. Subject only to the provision specifically set forth below regarding the Noncompetition Agreement, this This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior written or oral agreements or understandings between the parties, which are hereby terminated and of no further force and effect, including but not limited to the employment agreement dated on or around April 29, 2008. Without limiting the generality of the foregoing, the payments described herein are in lieu of, and constitute full satisfaction of, the payments contemplated by the April 29, 2008 agreement. Employee Executive acknowledges that notwithstanding the foregoing, the Noncompetition Agreement dated May 29, 2007, remains in full force and effect and binding on Employee. Employee acknowledges that Employee Executive has not relied on any representations, promises, or agreements of any kind made to Employee Executive in connection with EmployeeExecutive’s decision to sign this Agreement, except for those set forth in this Agreement. EMPLOYEE EXECUTIVE IS ADVISED THAT EMPLOYEE EXECUTIVE HAS FORTYTWENTY-FIVE ONE (4521) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE, IN WHICH EMPLOYEE EXECUTIVE WAIVES IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE EXECUTIVE TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEEEXECUTIVE’S SIGNING OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE EXECUTIVE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTYTWENTY-FIVE ONE (4521) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “32” ABOVE, EMPLOYEE EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE EXECUTIVE HAS OR MIGHT HAVE AGAINST BORDERS. The parties knowingly and voluntarily sign this Separation Agreement and General Release as of the date(s) set forth below: Borders Group, Inc. By: /s/ XXXXXXX XXXXXX X. XXXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXX Xxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxxx X. Xxxxx Chief Administrative Officer Date: February 6January 15, 2009 Date: February 6January 15, 2009

Entire Agreement; Termination of Prior Agreements. Subject only to the provision exceptions specifically set forth below regarding the Noncompetition Agreementbelow, this Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior written or oral agreements or understandings between the parties, which are hereby terminated and of no further force and effect, including but not limited to the agreement dated April 29, 2008. Without limiting Notwithstanding the generality of the foregoing, the payments described herein are in lieu of, and constitute full satisfaction of, following provisions of the payments contemplated by the Employment Agreement dated on or around April 29, 2008 agreement. Employee acknowledges that notwithstanding the foregoing2008, the Noncompetition Agreement dated May 29are hereby incorporated by reference, 2007, remains and remain in full force and effect and binding on Employee: (a) paragraph 7, Non-Solicitation; Non-Competition; Confidentiality; Work Product, and each of its subparts (a), (b) and (c); (b) paragraph 8, Injunctive Relief; and (c) paragraph 9, Survivability. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to sign this Agreement, except for those set forth in this Agreement. EMPLOYEE EXECUTIVE IS ADVISED THAT EMPLOYEE EXECUTIVE HAS FORTYTWENTY-FIVE ONE (4521) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE, IN WHICH EMPLOYEE EXECUTIVE WAIVES IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE EXECUTIVE TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEEEXECUTIVE’S SIGNING OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE EXECUTIVE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTYTWENTY-FIVE ONE (4521) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “32” ABOVE, EMPLOYEE EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE EXECUTIVE HAS OR MIGHT HAVE AGAINST BORDERS. The parties knowingly and voluntarily sign this Separation Agreement and General Release as of the date(s) set forth below: Borders Group, Inc. By: /s/ XXXXXX X. XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXX Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx Chief Administrative Officer Date: February 6March 18, 2009 Date: February 6March 18, 2009

Entire Agreement; Termination of Prior Agreements. Subject only to the provision specifically set forth below regarding the Noncompetition Agreement, this This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior written or oral agreements or understandings between the parties, which are hereby terminated and of no further force and effect, including but not limited to the employment agreement dated April 29August 1, 20082006. Without limiting the generality of the foregoing, the payments described herein are in lieu of, and constitute full satisfaction of, the payments contemplated by the April 29, 2008 agreement. Employee Vanzura acknowledges that notwithstanding the foregoing, the Noncompetition Agreement dated May 29, 2007, remains in full force and effect and binding on Employee. Employee acknowledges that Employee he has not relied on any representations, promises, or agreements of any kind made to Employee him in connection with Employee’s his decision to sign this Agreement, except for those set forth in this Agreement. EMPLOYEE IS VANZURA HAS BEEN ADVISED IN WRITING THAT EMPLOYEE HE HAS AT LEAST FORTY-FIVE ONE (45) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASEAGREEMENT, IN WHICH EMPLOYEE WAIVES YOU WAIVE IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE WE ADVISE YOU TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING EXECUTION OF THIS AGREEMENT AND GENERAL RELEASEAGREEMENT. EMPLOYEE VANZURA AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTY-FORTY FIVE (45) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASEAGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH “32” ABOVE, EMPLOYEE VANZURA FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HE HAS OR MIGHT HAVE AGAINST BORDERS. The parties knowingly and voluntarily sign this Agreement and General Release as of the date(s) set forth below: Borders Group, Inc. By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXX Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx Chief Administrative Officer Date: February 6, 2009 Date: February 6, 2009BORDERS GROUP.

Entire Agreement; Termination of Prior Agreements. Subject only to the provision specifically set forth below regarding the Noncompetition This Transition Agreement, this Agreement together with the Follow-On Release and the NDA, sets forth the entire agreement between of the parties heretohereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and fully supersedes any prior written or oral agreements or understandings between agreement of the parties, which are parties hereto in respect of the subject matter contained herein is hereby terminated and of no further force and effectcancelled, including but not limited to the agreement dated April 29Offer Letter (except as expressly set forth in this Transition Agreement); provided, 2008. Without limiting however, that nothing in this Transition Agreement shall supersede, modify, amend or alter, in any manner, (i) any Equity Incentive Agreement (except as expressly provided otherwise in this Transition Agreement), or (ii) the generality NDA, all of the foregoing, the payments described herein are in lieu of, and constitute full satisfaction of, the payments contemplated by the April 29, 2008 agreement. Employee acknowledges that notwithstanding the foregoing, the Noncompetition Agreement dated May 29, 2007, remains which shall remain in full force and effect in accordance with their respective terms. Under no circumstances shall the Executive be entitled to any severance or similar benefits in excess of the benefits she is owed under this Transition Agreement. Sections 5, 6, 7, 8, 9, 10, 12, 16, 18, 19, and binding on Employee20 shall survive any termination of this Transition Agreement. Employee acknowledges that Employee has not relied on any representationsTHIS IS AN IMPORTANT LEGAL DOCUMENT. PLEASE CONFER WITH A LAWYER OR OTHER TRUSTED ADVISOR BEFORE SIGNING THIS DOCUMENT. If this Transition Agreement correctly states the agreement and understanding the parties have reached, promisesplease indicate acceptance by signing below and returning a copy to the Company by May 19, or agreements of any kind made to Employee in connection with Employee’s decision 2021. The Executive may wish to sign and return this Agreementagreement earlier, except for those set forth in this Agreement. EMPLOYEE IS ADVISED THAT EMPLOYEE HAS FORTY-FIVE (45) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASE, IN WHICH EMPLOYEE WAIVES IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTY-FIVE (45) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TO RECEIVE THE SUMS AND BENEFITS IN PARAGRAPH but to do so the Executive must sign the additional section entitled “3Waiver” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST BORDERSbelow. The parties knowingly Executive may revoke this Transition Agreement for a period of seven (7) days after signing it. The Transition Agreement will not become effective or enforceable, and voluntarily sign no payments will be made, until this Agreement and General Release as of the date(s) set forth below: Borders Group, Inc. By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXX Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx Chief Administrative Officer Date: February 6, 2009 Date: February 6, 2009revocation period has expired without being exercised.

Entire Agreement; Termination of Prior Agreements. Subject only to the provision specifically set forth below regarding the Noncompetition Agreement, this This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any prior written or oral agreements or understandings between the parties, which are hereby terminated and of no further force and effect, including but not limited to prior employment agreement(s), with the agreement dated April 29, 2008. Without limiting the generality exception of the foregoingprovisions set forth in paragraph 10 of the Executive Agreement dated August 1, the payments described herein are in lieu of, and constitute full satisfaction of, the payments contemplated by the April 29, 2008 agreement2006 (a copy of which is attached hereto). Employee Altruda acknowledges that notwithstanding the foregoing, the Noncompetition Agreement dated May 29, 2007, remains in full force and effect and binding on Employee. Employee acknowledges that Employee he has not relied on any representations, promises, or agreements of any kind made to Employee him in connection with Employee’s his decision to sign this Agreement, except for those set forth referenced in this Agreementparagraph. EMPLOYEE IS ALTRUDA HAS BEEN ADVISED IN WRITING THAT EMPLOYEE HE HAS FORTY-FIVE AT LEAST TWENTY ONE (4521) CALENDAR DAYS TO CONSIDER THIS AGREEMENT AND GENERAL RELEASEAGREEMENT, IN WHICH EMPLOYEE WAIVES YOU WAIVE IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE WE ADVISE YOU TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING EXECUTION OF THIS AGREEMENT AND GENERAL RELEASEAGREEMENT. EMPLOYEE ALTRUDA AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTY-FIVE TWENTY ONE (4521) CALENDAR DAY CONSIDERATION PERIOD. HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASEAGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH IN PARAGRAPH “32” ABOVE, EMPLOYEE ALTRUDA FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HE HAS OR MIGHT HAVE AGAINST BORDERS. The parties knowingly and voluntarily sign this Agreement and General Release as of the date(s) set forth below: Borders Group, Inc. By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXX X. XXXXX Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx Chief Administrative Officer Date: February 6, 2009 Date: February 6, 2009BORDERS GROUP.