andCredit Agreement • December 11th, 2000 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2000 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
by and amongAgreement and Plan of Merger • January 9th, 2004 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
andCredit Agreement • May 1st, 1998 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
Dated as of June 17, 2005 amongCredit Agreement • June 20th, 2005 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of March 3, 1997 between LEONARD RIGGIO (the "Pledgor") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK (the "Bank"). WHEREAS, the Bank may extend and has already extended loans or other credit facilities or...Pledge Agreement • March 19th, 1997 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
AMENDMENT No. 1Barnes & Noble Inc • May 2nd, 1997 • Retail-miscellaneous shopping goods stores
Exhibit 10.2 Barnes & Noble, Inc. 122 Fifth Avenue New York, NY 10011 Dated as of: August 10, 2004 Bank of America, N.A. 901 Main Street, 66th Floor Dallas, Texas 75202 Attention: David A. Banmiller, Vice President Re: Amendment to Loan Documents...Barnes & Noble Inc • August 16th, 2004 • Retail-miscellaneous shopping goods stores
EXHIBIT 10.16 SUPPLY AGREEMENT SUPPLY AGREEMENT, dated as of October 31, 1998, between Barnes & Noble, Inc., Delaware corporation having an office located at 122 Fifth Avenue, New York, New York 10011 ("B&N"), and barnesandnoble.com llc, a Delaware...Supply Agreement • April 30th, 1999 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
SHAREHOLDER AGREEMENT SHAREHOLDER AGREEMENT (this "AGREEMENT"), dated as of May 4, 2000, by and between Barnes & Noble, Inc., a Delaware corporation ("PARENT"), and David R. Pomije (the "SHAREHOLDER"). W I T N E S S E T H: WHEREAS, concurrently with...Shareholder Agreement • May 10th, 2000 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
As of January 1, 2000 Mr. Stephen Riggio 81 Post Kunhardt Road Bernardsville, New Jersey 07924 Dear Mr. Riggio: This letter agreement is intended to amend and restate the letter agreement between us dated as of July 25, 1993, as amended as of April 1,...Barnes & Noble Inc • April 28th, 2000 • Retail-miscellaneous shopping goods stores • New York
EXHIBIT 10.1 REVOLVING CREDIT AGREEMENT BARNES & NOBLE, INC. Dated as of May 22, 2002 FLEET NATIONAL BANK, as Administrative Agent ING CAPITAL LLC, as Documentation Agent WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication AgentRevolving Credit Agreement • June 14th, 2002 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
PURCHASE AGREEMENTPurchase Agreement • November 12th, 1999 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
REGISTRATION RIGHTS AGREEMENT by and among BARNES & NOBLE, INC.,Registration Rights Agreement • March 22nd, 2001 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
Exhibit 10.21 ------------- AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BARNESANDNOBLE.COM LLC THIS AMENDMENT NO. 1 (this "Amendment") amends the Second Amended and Restated Limited Liability Company Agreement...Barnes & Noble Inc • April 28th, 2000 • Retail-miscellaneous shopping goods stores
Exhibit 10.1 AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT BARNES & NOBLE, INC. Dated as of August 10, 2004 BANK OF AMERICA, N.A., as Administrative Agent ING CAPITAL LLC, WACHOVIA BANK, NATIONAL ASSOCIATION, SUNTRUST BANK, CITICORP...Revolving Credit and Term Loan Agreement • August 16th, 2004 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 14th, 2002 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
CREDIT AGREEMENTCredit Agreement • August 3rd, 2015 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 3, 2015, among BARNES & NOBLE, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and SUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents.
CREDIT AGREEMENT Dated as of September 30, 2009 among BARNES & NOBLE, INC., as the Lead Borrower, The Other Borrowers From Time to Time Party Hereto, The Guarantors From Time to Time Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent,...Credit Agreement • June 30th, 2010 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 30, 2009, among BARNES & NOBLE, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), the Persons signatory hereto as guarantors and named on Schedule 1.02 hereto (collectively, together with such other Persons as may be joined as a guarantor from time to time in accordance herewith, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A. and WELLS FARGO RETAIL FINANCE, LLC, as Co-Syndication Agents, SUNTRUST BANK and US BANK, NATIONAL ASSOCIATION., as Co-Documentation Agents, and REGIONS BANK and SOVEREIGN BANK, as Co-Senior Managing
As of March 9, 2005 Ms. Marie Toulantis 875 Fifth Avenue New York, New York 10021 Dear Ms. Toulantis: We refer to your existing employment agreement with the undersigned dated as of October 31, 2002 (the "Existing Agreement"). In contemplation of and...Barnes & Noble Inc • March 15th, 2005 • Retail-miscellaneous shopping goods stores • New York
RIGHTS AGREEMENT dated as of October 3, 2018 between BARNES & NOBLE, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • October 4th, 2018 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
RIGHTS AGREEMENT dated as of October 3, 2018 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between BARNES & NOBLE, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”).
June 24, 2014 Mr. Max Roberts c/o Barnes & Noble Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Roberts:Letter Agreement • June 27th, 2014 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Chief Executive Officer of Barnes & Noble College Booksellers, LLC (the “Company”), a majority-owned subsidiary of Barnes & Noble, Inc. This letter agreement is intended to replace the letter agreement with you dated as of September 30, 2009 (the “Prior Agreement”), and the execution of this letter agreement shall be deemed to be the written notice of non-renewal of the term of the Prior Agreement that is scheduled to end on September 30, 2014 (the “Prior Agreement End Date”).
November 17, 2016 Mr. Demos Parneros New York, NY 10011 Dear Mr. Parneros:Letter Agreement • November 21st, 2016 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Chief Operating Officer of Barnes & Noble, Inc. (the “Company”).
RECITALSStock Purchase Agreement • October 5th, 2004 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive PlanRestricted Stock Unit Award Agreement • June 23rd, 2016 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Restricted Stock Unit Award Certificate (the “Certificate”), represents the grant of such number of restricted stock units (“RSUs”) set forth in the Certificate by Barnes & Noble, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below and the provisions of the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan adopted by the Company’s Board of Directors on July 16, 2012 and approved by the Company’s stockholders on September 11, 2012 (the “Plan”).
RETENTION BONUS AGREEMENT February 7, 2014Retention Bonus Agreement • September 7th, 2017 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
The Company has approved a one-time retention bonus to you in the amount of $264,443 (your “Retention Bonus”). Your Retention Bonus will vest with respect to 50% of the amount if you are continuously employed by the Company through February 7, 2016 (the “Initial Vesting Date”) and with respect to the remaining 50% of the amount if you are continuously employed by the Company through February 7, 2017 (the “Final Vesting Date”). In the event that you voluntarily terminate your employment or the Company terminates your employment for “Cause” (as defined below), you will not receive the then-unvested portion of your Retention Bonus. If vested, payment of the applicable portion of your Retention Bonus will be made by the Company in cash, less applicable taxes and other withholdings, within 30 days after the Initial or Final Vesting Date, as appropriate. Taxes on the award shall remain your sole responsibility.
PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble, Inc. Amended and Restated 2009 Incentive PlanStock Unit Award Agreement • September 7th, 2017 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the Grant Acceptance, represents the grant of such target number of performance-based stock units set forth in the Grant Acceptance, subject to performance-based vesting criteria (“PSUs”) set forth in the PSU Certificate, by Barnes & Noble, Inc. (the “Company”), to the person named in the Grant Acceptance (the “Participant”), subject to the terms and conditions set forth below, and the provisions of the Barnes & Noble, Inc. Amended and Restated 2009 Incentive Plan adopted by the Company’s Board of Directors on July 16, 2012 and approved by the Company’s stockholders on September 11, 2012 (the “Plan”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 17th, 2018 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Agreement”) was entered into as of August 3, 2015 and is amended as of September 30, 2016, among BARNES & NOBLE, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and SUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents.
EXHIBIT 4.1 BARNES & NOBLE, INC. THE BANK OF NEW YORK Rights Agent RIGHTS AGREEMENT Dated as of July 10, 1998 TABLE OF CONTENTSRights Agreement • July 16th, 1998 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
SEPARATION AND DISTRIBUTION AGREEMENT by and between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of July 14, 2015Separation and Distribution Agreement • July 14th, 2015 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
SEPARATION AND DISTRIBUTION AGREEMENT dated as of July 14, 2015, by and between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF FUNCO, INC. AT $24.75 NET PER SHARE BY B&N ACQUISITION CORPORATION A WHOLLY-OWNED INDIRECT SUBSIDIARY OF BARNES & NOBLE, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00...An Agreement and Plan of Merger • May 16th, 2000 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores
March 19, 2019 Mr. Joseph C. Gorman New York, NY 10011 Dear Mr. Gorman:Letter Agreement • March 25th, 2019 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President, Operations of Barnes & Noble, Inc. (the “Company”).
AMENDED AND RESTATED DIGITAL BUSINESS CONTINGENT PAYMENT AGREEMENT dated as of December 22, 2014 by and between NOOK MEDIA INC., BARNES & NOBLE, INC. and PEARSON EDUCATION, INC.Digital Business Contingent Payment Agreement • December 23rd, 2014 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This AMENDED AND RESTATED DIGITAL BUSINESS CONTINGENT PAYMENT AGREEMENT (this “Agreement”), dated as of December 22, 2014, is entered into by and between NOOK Media Inc., a Delaware corporation (“NMI”), Barnes & Noble, Inc., a Delaware corporation (the “Company”), and Pearson Education, Inc., a Delaware corporation (the “Investor”). NMI, the Company and the Investor each may be referred to herein individually as a “Party” and collectively as the “Parties.”
BARNES & NOBLE, INC. New York, New York 10011Barnes & Noble Inc • April 23rd, 2003 • Retail-miscellaneous shopping goods stores • New York
This letter agreement is intended to set forth our mutual understanding regarding your employment as Chief Executive Officer of Barnes & Noble, Inc. (the “Company”). Accordingly, we are pleased to agree as follows:
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 3rd, 2015 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • New York
This Trademark License Agreement (this “Agreement”) is entered into as of August 2, 2015 (“Effective Date”), by and between Barnes & Noble, Inc. (“B&N”) and Barnes & Noble Education, Inc. (“BNED”), each a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
