Borders Group, Inc. Restricted Share Grant Agreement
EXHIBIT
10.24
Borders
Group, Inc.
2004
Long-Term Incentive Plan
This
Restricted Share Grant Agreement (the “Agreement”), dated as of
<<Date>> (the “Grant Date”), is made by and between Borders Group,
Inc. (the “Company”) and <<First
Name>> << Last Name>> (the
“Participant”).
RECITALS
WHEREAS,
the Company has established and maintains the Borders Group, Inc. 2004 Long-Term
Incentive Plan (the “Plan”);
WHEREAS,
the Participant is a key employee of the Company;
WHEREAS,
the Company desires to grant to the Participant shares of common stock, (“Common
Stock”) under the Plan, subject to certain restrictions and limitations;
and
WHEREAS,
the Participant desires to receive a grant of such shares from the
Company;
NOW,
THEREFORE, in consideration
of the promises and mutual agreements contained herein, the adequacy and
sufficiency of which are hereby acknowledged, the Company and the Participant agree
as:
1. Grant
of Restricted Shares.
(a) Number
of Shares/Vesting. The
Company hereby grants to the Participant <<Shares>> of
Common Stock under the Plan subject to the terms and conditions set forth below
(the “Restricted Shares”). The Restricted Shares shall be subject to the
following vesting schedule:
Date Vesting
<<Date(s)>> <<Vested
Percentages>>
Upon the
Participant’s termination of employment with the Company or any Subsidiary, the
unvested portion of the Restricted Shares shall be forfeited by the Participant
and cancelled by the Company; provided,
however, if the Participant’s termination of employment is due to his
Retirement, death or Disability, then the unvested portion of the Restricted
Shares shall be treated in accordance with the terms of Section 12 of the Plan.
Notwithstanding, the provisions of the Plan applicable to a Change of Control
will apply to the Restricted Shares, and, in the event of a Change of Control,
the Committee may take such actions as it deems appropriate pursuant to the
Plan.
(b) Additional
Documents/Capitalized Terms. The
Participant agrees to execute such additional documents and forms as the Company
may require for purposes of this Agreement. Any capitalized terms not defined
herein shall have the same meaning as set forth in the Plan
document.
(c) Issuance
of Restricted Shares. As soon
as practicable following receipt of this executed Agreement, the Company shall
issue on behalf of the Participant the number of Restricted Shares that the
Participant has been granted. Such Restricted Shares, which shall be fully paid
and nonassessable upon their issuance, shall be represented by a certificate or
certificates registered in the name of the Participant and stamped with an
appropriate legend evidencing the nature of the Restricted Shares. The
certificates shall be held by the Company or such other custodian as may be
designated by the Company as a depository for safekeeping until the forfeiture
restrictions lapse pursuant to the terms of this Agreement. The Participant
shall execute such additional documents and forms as the Company may require for
these purposes. Subject to the terms and provisions of Michigan law, the
Participant shall have all the rights of a stockholder upon the issuance of the
Restricted Shares, including the right to vote the Restricted Shares and to
receive all dividends or other distributions paid or made with respect to the
Restricted Shares, provided that the Restricted Shares shall be subject to the
restrictions set forth in this Agreement.
2. Restrictions
on Transfer. Until
the Restricted Shares are vested in accordance with Section 1 of this Agreement,
the Restricted Shares held by the Participant (and any other securities issued
in respect of the Restricted Shares) may not be sold, exchanged, assigned,
transferred, conveyed, gifted, delivered, encumbered, discounted, pledged,
hypothecated, or otherwise disposed of, whether voluntarily, involuntarily, or
by operation of law.
3. Withholding. In the
event the Company or a Subsidiary determines that it is required to withhold
foreign, federal, state, or local taxes in connection with the grant or
disposition of the Restricted Shares, the Participant or any person succeeding
to the rights of the Participant, as a condition to such grant, award or
disposition, may be required to make arrangements satisfactory to the Company or
the Subsidiary to enable it to satisfy such foreign, federal, state and local
withholding requirements.
4. Grant
Subject to Plan Provisions. The
grant of Restricted Shares is made pursuant to the Plan, the terms of which are
incorporated herein by reference, and in all respects will be interpreted in
accordance with the Plan. The Committee has the authority to interpret and
construe this Agreement pursuant to the terms of the Plan, and its decisions are
conclusive as to any questions arising hereunder. In the event of any conflict
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control.
5. No
Employment or Other Rights. The
grant of Restricted Shares does not confer upon the Participant any right to be
employed by the Company or any Subsidiary and will not interfere in any way with
the right of the Company or any Subsidiary to terminate the Participant’s
employment at any time. The right of the Company or any Subsidiary to terminate
the Participant’s employment at will at any time for any reason is specifically
reserved. The Participant will not have any interest in any fund or specific
assets of the Company by reason of this grant.
6. Nontransferability. Except
for tax withholding, the Participant’s rights and interests under this Agreement
may not be sold, transferred, assigned, pledged or otherwise encumbered or
disposed of except, in the event of the Participant’s death, by will or by the
laws of descent and distribution.
7. Applicable
Law. The
validity, construction, interpretation and effect of this instrument will be
governed by and construed in accordance with the laws of the State of Michigan,
without giving effect to the conflicts of laws provisions thereof.
8. Notice. Any
notice to the Company or the Committee provided for in this Agreement shall be
addressed to Borders Group, Inc. in care of The
Secretary,
Borders
Group, Inc., 000 Xxxxxxx Xx., Xxx Xxxxx, XX 00000 and any
notice to the Participant will be addressed to the Participant at the current
address shown on the books and records of the Company or its Subsidiary. Any
notice shall be sent by registered or certified mail.
9. Discretionary
Nature of Plan. The
Plan is discretionary in nature, and the Company may suspend, modify, amend or
terminate the Plan in its sole discretion at any time, subject to the terms of
the Plan and any applicable limitations imposed by law. This Restricted Share
grant under the Plan is a one-time benefit and does not create any contractual
or other right to receive additional Restricted Shares or other benefits in lieu
of Restricted Shares in the future. Future grants, if any, will be at the sole
discretion of the Committee, including, but not limited to, the timing of any
grant, the number of Restricted Shares granted, and the vesting
provisions.
10. Entire
Agreement. This
Agreement and the Plan contain the entire agreement between the Participant and
the Company regarding the grant of Restricted Shares and supersede all prior
arrangements or understandings with respect thereto.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized representative and the Participant has hereunto set his hand
effective as of the Grant Date.
BORDERS
GROUP, INC.
By:
_____________________________
Its:
_____________________________
Date:
____________________________
I hereby
accept the Restricted Shares granted pursuant to this Agreement, and I agree to
be bound by the terms of the Plan and this Agreement. I hereby further agree
that all the decisions and determinations of the Committee will be final and
binding.
______________________________
Participant Date
Participant Date
