BORDERS GROUP, INC. STOCK OPTION AGREEMENT
BORDERS
GROUP, INC.
2004
LONG-TERM INCENTIVE PLAN
Optionee: Xxxxxx
X. Xxxxx
Employee
ID: 00313956
Optioned
Shares: 200,000 shares of Borders Group, Inc. Common Stock
Option
Type: Non-statutory Stock Option
Per Share
Option Price: $5.85
Option
Date: April 2, 2008
Date
Option Becomes Exercisable: 33 1/3% on April 2, 2009, 66 2/3% on
April 2, 2010, 100% on April 2, 2011
Termination
Date: April 1, 2015
This
Stock Option Agreement (the “Agreement”) is entered into and delivered as of the
Option Date by and between Borders Group, Inc. (the “Company”) and the Optionee,
an employee of the Company or a subsidiary of the Company. The
Optionee, by accepting the Option, and the Company hereby agree as
follows:
|
|
1.
|
The
Company, pursuant to the above Plan, which is incorporated herein by
reference, and subject to the terms and conditions thereof, hereby grants
to the Optionee an option to purchase the Optioned Shares at the Per Share
Option Price (the “Option”).
|
|
|
2.
|
The
Option granted hereby shall not be treated as an incentive stock option
under the Internal Revenue Code of 1986, as
amended.
|
|
|
3.
|
The
Option granted hereby shall terminate, subject to the provisions of the
Plan, no later than at the close of business on the Termination
Date.
|
|
|
4.
|
The
Optionee shall comply with and be bound by all the terms and conditions
contained in this Agreement and the
Plan.
|
|
|
5.
|
The
Option granted hereby shall be exercisable during the Optionee’s lifetime
only by the Optionee in accordance with the terms of the Plan and shall
not be assignable or transferable except by will or applicable laws of
descent and distribution; provided, however, that the Option may be
exercised pursuant to the terms of this Agreement and the Plan after the
death of the Optionee by his Designated
Beneficiary.
|
|
|
6.
|
The
obligation of the Company to sell and deliver any Common Stock under this
Option is specifically subject to all applicable laws, rules, regulations
and governmental and stockholder
approvals.
|
|
|
7.
|
Any
notice by the Optionee to the Company hereunder shall be in writing and
shall be deemed duly given if sent by registered or certified mail
addressed to the Company at its principal offices. Any notice
by the Company to the Optionee shall be in writing and shall be deemed
duly given if sent by registered or certified mail addressed to the
Optionee at the address set forth in the books and records of the
Company.
|
|
|
8.
|
In
the event of a Change of Control prior to the Optionee’s termination of
employment with the Company and its Subsidiaries, the Option shall, to the
extent unvested, vest in full, except to the extent replaced by a
Qualifying Replacement Award (as defined below). A Qualifying
Replacement Award shall mean a stock option or stock appreciation right
relating to publicly traded shares of the Company or its successor in the
Change of Control (or of the appropriate affiliate of such successor) that
(i) has a value, as of such replacement, that is at least equal to the
value of the Option (this provision shall be deemed satisfied to the
extent that the exercise price and number of shares subject to the Option
are equitably adjusted to reflect the relative market values of the common
stock of the Company and the successor entity as of the Change of
Control), (ii) is subject to the same vesting schedule and terms as the
Option, (iii) provides for an acceleration of vesting in the event of a
termination of the Optionee’s employment prior to April 2, 2011 that is
(1) by the Company other than for Cause (as defined in the Plan, unless
Cause is defined in an individual employment or severance agreement to
which the Optionee is party, in which case such definition shall apply),
(2) by the Optionee for Good Reason (as defined below), or (3) due to the
Optionee’s death or Disability, and (iv) otherwise contains terms and
conditions substantially similar to, and in any event no less favorable to
the Optionee than, the terms and conditions of this
Option. Without limiting the generality of the foregoing, a
Qualifying Replacement Award may take the form of a continuation of this
Option award if the requirements of the preceding sentence are
satisfied.
|
|
|
9.
|
For
purposes of Paragraph 8, a termination shall be deemed to be for “Good
Reason” if such termination is (i) effectuated pursuant to a “good reason”
or similar constructive termination right in an individual employment or
severance agreement to which the Optionee is party, or (ii) if the
Optionee is not party to any such agreement, initiated by the Optionee
following the occurrence of any of the following: (1) an involuntary
relocation that increases the Optionee’s commute by more than 35 miles,
(2) a material reduction in either the Optionee’s base pay or the
Optionee’s overall compensation opportunity from the levels in effect
immediately prior to the Change of Control, or (3) a material reduction in
the Optionee’s authority, duties, or responsibilities below the levels in
effect immediately prior to the Change of
Control. Notwithstanding the foregoing, a termination shall be
deemed to be for Good Reason under clause (ii) of this Paragraph 9 only if
the Optionee provides written notice to the Company of the existence of
one or more of the conditions described therein within 90 days following
the Optionee’s knowledge of the initial existence of such condition, the
Company fails to cure such condition during the 30-day period (the “Cure
Period”) following its receipt of such notice, and the Optionee terminates
employment within 180 days following the conclusion of the Cure
Period.
|
|
10.
|
The
validity and construction of this Agreement shall be governed by the laws
of the State of Michigan.
|
The
Optionee has executed this Agreement as of the day and year first above
written.
Optionee:
Xxxxxx X.
Xxxxx
Signature Print
Name
Please sign both
copies of this agreement, return one copy to the Stock Option Plan
Administrator/Benefits Department and retain the other for your records
.
