January 25, 2006
January
25, 2006
Dear
Xxxx:
This
letter agreement sets forth the terms of our agreement relating to your
transition from the role of Chairman, President and Chief Executive Officer
of
Borders Group, Inc. (the “Company”), and your assistance in the transition
process that the Board of Directors (the “Board”) is undertaking as a result of
your planned retirement (the “Agreement”).
1. Continued
Employment/Retirement.
The
term of this Agreement shall commence on January 29, 2006 and end on February
2,
2008 (the “Term”). You will serve as Chairman, President and Chief Executive
Officer of the Company until a date to be specified by the Board (the
“Retirement Date”), which shall not be later than the last day of the Term (such
term the “Continued Employment Period”).
2. Consulting
Services.
From
your Retirement Date through the end of the Term (the “Consulting Period”), you
will serve as a non-exclusive, senior-level consultant to the Company, assisting
the Company in the transition process relating to your retirement and on other
projects as may reasonably be requested by the Board or the Chief Executive
Officer of the Company (the “CEO”) (such services, the “Consulting Services”).
During the Consulting Period, you will report to the Board, and you will devote
an amount of time necessary to perform the Consulting Services, it being
understood that (i) such Consulting Services will not involve full-time service
to the Company and (ii) you will not be required, without your consent, to
perform the Consulting Services at a location other than the Company’s principal
executive offices in Ann Arbor, Michigan (other than as a result of normal
travel arrangements).
3. Compensation/Benefits.
(a)
During the Continued Employment Period, (i) you will be paid an annual base
salary of $710,000, payable in accordance with the Company’s normal payroll
practices and (ii) you will be entitled to participate in the Company’s annual
bonus plan and shall be entitled to an annual bonus with respect to the
Company’s fiscal year beginning in 2006 (“Fiscal 2006”) and the Company’s fiscal
year beginning in 2007 (“Fiscal 2007”), if applicable, to the extent that
applicable performance goals are met; provided, however, that in the event
your
Retirement Date occurs prior to the last day of Fiscal 2006, (A) your base
compensation during any period of the Consulting Period during Fiscal 2006
will
be at an annualized rate of $710,000 per year ($27,308 per normal pay period
for
26 periods per year), (B) you shall be entitled to your target bonus under
the
Fiscal 2006 bonus plan as soon as practicable following your execution and
non-revocation of a release of claims against the Company substantially in
the
form attached as Exhibit A to this Agreement and (C) your base compensation
during any period of the Consulting Period after Fiscal 2006 will be at an
annualized rate of $1,278,000 per year ($49,153 per normal pay period for 26
periods per year). In the event your Retirement Date occurs on or after the
last
day of Fiscal 2006 but prior to the last day of Fiscal 2007, (x) your base
compensation during any period of the Consulting Period will be at an annualized
rate of $710,000 per year ($27,308 per normal pay period for 26 periods per
year) and (y) you shall be entitled to your target bonus under the Fiscal 2007
bonus plan as soon as practicable following your execution and non-revocation
of
a release of claims against
1
the
Company substantially in the form attached as Exhibit A to this Agreement.
In
the event your Retirement Date occurs on or after the last day of Fiscal 2006,
you shall be entitled to a lump sum cash payment in the amount of $40,000 for
each month of the Continued Employment Period (the “Retention Bonus”), which
Retention Bonus shall be paid to you as soon as practicable after your
Retirement Date, subject to your execution and non-revocation of a release
of
claims against the Company substantially in the form attached as Exhibit A
to
this Agreement. It is understood that these payment levels are based upon your
current salary and target bonus, and that you will not be eligible for any
further bonus or other short or long-term incentive awards of any nature
whatsoever from the Company during the Consulting Period. You will not receive
additional equity grants during the Term and you will not be entitled to any
additional benefits or payments in connection with a change in control of the
Company.
(b) In
addition to the payments described above, you shall be entitled to the following
payments: (i) an aggregate of $1.5 million, payable to you in a lump sum
as soon
as practicable following the last day of the Term (but in any event during
calendar year 2008) in lieu of any rights to your 2004 and 2005 awards under
the
Company’s 2004 Long-Term Incentive Plan (the “Replacement LTIP Award”), it being
understood and agreed that such awards shall be cancelled as of the commencement
of the Term and you shall not have any further rights with respect to such
awards; (ii) such amount, if any, as shall be payable with respect to your
2003
long-term incentive award, with any such payment to made at the same time
as
payment is made to other executives of the Company; and (iii) the final payment
of $120,000 relating to your continued ownership of 90,000 shares of stock
of
the Company, with such payment to be made on January 15, 2007, assuming your
continued ownership of the 90,000 shares through such date.
(c) During
the Term, (i) to the extent that you continue to remain eligible, you may
participate in the Company’s savings and deferred compensation plans and
medical, dental and other welfare plans on the same basis as other salaried
employees, and (ii) you will be entitled to four weeks of paid vacation per
year.
(d) Prior
to
your Retirement Date, you and the Company shall each use reasonable best efforts
to try to extend, at the Company’s cost, your coverage under the Company’s death
and disability plans at a similar Company cost to their current costs (or any
similarly-costed replacement plans) for the remainder of the Term following
the
Retirement Date. In the event that either (i) such replacement coverage is
obtained or (ii) you die or experience a “Disability” (as defined under Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”)) during the
Continued Employment Period, the payments under Section 3(a) shall immediately
cease but the payments under Section 3(b) shall be made to you or your
beneficiary, as the case may be, at the times specified therein. In the event
such replacement coverage is not obtained and you die or experience a
“Disability” during the Consulting Period, (A) any payments that would have
otherwise been owed to you under Section 3(a) shall be paid to you or your
beneficiary, as the case may be, at the times specified therein, and (B) the
payments under Section 3(b) shall be made to you or your beneficiary, as the
case may be, at the times specified therein.
(e) In
the
event of your resignation of employment or consultancy or the Company’s
termination of your employment or consultancy for Cause, the payments under
this
Section 3 (other than those under subclauses (b)(ii) and (b)(iii) above) shall
immediately cease.
2
(f) Any payments
or benefits to be provided to you under Section 3 of this Agreement after the
Retirement Date are subject to your execution and nonrevocation of a release
of
claims against the Company substantially in the form attached as Exhibit A
to
this Agreement as soon as practicable after the Retirement Date and your
compliance with the terms of this Agreement. In addition to, and without
limiting, the foregoing sentence, the payment to you of the Replacement LTIP
Award and the Retention Bonus is subject to your execution and nonrevocation
of
a release of claims against the Company substantially in the form attached
as
Exhibit A to this Agreement as soon as practicable after the expiration of
the
Term.
4. Existing
Equity Awards.
Your
existing stock options, as well as the restricted shares that you have purchased
with funds earned prior to the date hereof under the Company’s Annual Incentive
Bonus Plan (which are set forth on Exhibit B to this Agreement), shall continue
to vest (if applicable) and remain exercisable in
accordance with the terms of the applicable plan.
5. Resignation
from Positions.
Upon
the request of the Board, you agree to resign as a director of the Company
and
its subsidiaries and affiliated companies (collectively, the “Affiliated
Entities” and any such entity, an “Affiliated Entity”),
and from
any offices, positions, trusteeships, committee memberships and fiduciary
capacities that you hold with, or on behalf of, any Affiliated Entity.
6. Termination
of Employment/Consultancy.
Except
as provided in Section 1 of this Agreement with respect to your transition
of
employment, your employment or consultancy with the Company may be terminated
by
the Company during the Term only for “Cause”, which shall mean the occurrence of
any of the following events:
(a) Your
conviction of, or plea of guilty or nolo contendere to, a felony, or of a
misdemeanor involving the money or property of the Company or any of its
Affiliated Entities;
(b) Your
willful and continued failure without proper cause to substantially perform
the
duties and responsibilities of your position or to comply in all material
respects with the material written policies or directives of the Company, which
failure shall not be remedied within twenty-one days after written notice
thereof from the Company to you;
(c) You
shall
have willfully engaged in misconduct that materially damages or injures the
reputation of the Company or any of its Affiliated Entities;
(d) You
shall
have been guilty of gross negligence in the performance of your duties and
responsibilities; or
(e) You
shall
have breached the terms of this Agreement in any material respect.
For
purposes of this Section 6, no act or failure to act, on your part shall be
deemed to be “willful” unless done, or omitted to be done, by you not in good
faith and without reasonable belief that such act or omission was in the best
interest of the Company.
7. Cooperation.
Following your Retirement Date, you agree that you will use your reasonable
best
efforts to respond and provide information to the Company with regard to
3
matters
in which you have knowledge as a result of your employment, directorship,
consulting or other relationship with the Company and its Affiliated Entities,
and will provide reasonable assistance to the Company and its representatives
in
defense of any claims that may be made against or by the Company and its
Affiliated Entities (other than a claim by the Company against you or any claims
that you have against that Company that you have not released under Exhibit
A to
this Agreement), to the extent that such claims may relate to the period of
your
employment, directorship, consulting or other relationship with the Company
and
its Affiliated Entities of any kind whatsoever. Upon presentation of appropriate
documentation, the Company will pay or reimburse you for all out-of-pocket
out-of-town travel expenses you incur in complying with this Section
7.
8. Non-Solicitation;
Non-Competition; Confidentiality; Workproduct.
(a) You
acknowledge and agree that any attempt to interfere with the Company’s existing
employment relationships would result in significant harm to the Company’s
interests. Accordingly, you agree that during the Term and for two years
following the expiration of the Term (the “Restricted Period”), you shall not,
without the prior written consent of the Company, directly or indirectly,
solicit, recruit, or employ (whether as an employee, officer, director, agent,
consultant or independent contractor) any person who is or was at any time
during the previous six months an employee, representative, officer or director
of an Affiliated Entity. Further, during the Restricted Period, you shall not
take any action that could reasonably be expected to have the effect of
encouraging or inducing any employee, representative, officer or director of
any
member of the Affiliated Entities to cease their relationship with any member
of
the Affiliated Entities for any reason.
(b) You
agree
that, during the Restricted Period, you shall not, without the prior written
consent of the Company, become directly or indirectly engaged or involved,
as an
owner, principal, employee, officer, director, independent contractor,
representative, stockholder, agent, advisor, lender or in any other capacity,
of
any business or entity (including any division or subsidiary of a larger
business or entity) primarily engaged in (A) the sale of books, music, gifts
and
stationary or videos directly to the public (whether through traditional retail
sales or over the Internet) or (B) the provision of café-type services
(“Competitive Activities”) in any jurisdiction in which the Company or any
Affiliated Entity conducts such Competitive Activities by selling, sending
or
delivering goods to customers in such jurisdiction or providing such services
in
such jurisdiction (or in any jurisdiction in which the Company has proposed
to
conduct such Competitive Activities); provided,
however,
that in
no event shall your ownership of less than 3% of the outstanding capital stock
of any corporation, in and of itself, be deemed a Competitive Activity if such
capital stock is listed on a national securities exchange or regularly traded
in
an over-the-counter. Notwithstanding the foregoing, it shall not be a violation
of this Section 8(b) for you to become engaged or involved with a division
or
business line of a business or entity with multiple divisions or business lines
if such division or business line does not engage in Competitive Activities,
provided that you perform services solely for such non-competitive division
or
business line, and perform no functions on behalf of (and have no involvement
with or direct or indirect responsibilities with respect to) businesses or
entities engaged in Competitive Activities. You further agree that, during
the
Restricted Period, you shall not, without the prior written consent of the
Company, directly or indirectly solicit, or cause
4
another
person to solicit, any person who is a customer of the businesses conducted
by
the Company, on behalf of a business engaged in a Competitive Activity.
(c) You
shall
hold in a fiduciary capacity for the benefit of the Affiliated Entities and
shall not disclose to others, copy, use, transmit, reproduce, summarize, quote
or make commercial, directly or indirectly, any secret or confidential
information, knowledge or data relating to any of the Affiliated Entities and
their businesses (including without limitation information about the Affiliated
Entities’ clients’ and customers’ and their proprietary knowledge and trade
secrets, software,
technology, research, secret data, customer lists, investor lists, business
methods, business plans, training materials, operating procedures or programs,
pricing strategies, employee lists and other business information)
that
you have obtained during your employment with the Company and/or any of the
other Affiliated Entities, provided
that the
foregoing shall not apply to information that is generally known to the public
other than as a result of your breach of this Agreement (“Confidential
Information”). Notwithstanding the foregoing provisions, if you are required to
disclose any such confidential or proprietary information pursuant to applicable
law or a subpoena or court order, you shall promptly notify the Company in
writing of any such requirement so that the Company or the appropriate
Affiliated Entity may seek an appropriate protective order or other appropriate
remedy or waive compliance with the provisions hereof. You shall reasonably
cooperate with the Affiliated Entities to obtain such a protective order or
other remedy. If such order or other remedy is not obtained prior to the time
the you are required to make the disclosure, or the Company waives compliance
with the provisions hereof you shall disclose only that portion of the
confidential or proprietary information which you are advised by counsel that
you are legally required to so disclose.
(d) You
acknowledge and agree that the terms of this Section 8: (i) were agreed to
by
mutual assent of the parties hereto; (ii) are supported by adequate
consideration; (iii) are reasonable in time and scope; and (iv) serve to protect
the legitimate economic interests of the Affiliated Entities, including the
goodwill of the Affiliated Entities and the Confidential Information from
misuse. You further acknowledge and agree that (x) your breach of the provisions
of this Section 8 will cause the Company irreparable harm, which cannot be
adequately compensated by money damages, and (y) if the Company elects to
prevent you from breaching such provisions by obtaining an injunction against
you, there is a reasonable probability of the Company’s eventual success on the
merits. You consent and agree that if you commit any such breach or threatens
to
commit any breach, the Company shall be entitled to temporary and permanent
injunctive relief from a court of competent jurisdiction, without posting any
bond or other security and without the necessity of proof of actual damage,
in
addition to, and not in lieu of, such other remedies as may be available to
the
Company for such breach, including the recovery of money damages. If any of
the
provisions of this Section 8 are determined to be wholly or partially
unenforceable, you hereby agree that this Agreement or any provision hereof
may
be reformed so that it is enforceable to the maximum extent permitted by law.
If
any of the provisions of this Section 8 are determined to be wholly or partially
unenforceable in any jurisdiction, such determination shall not be a bar to
or
in any way diminish the Company’s right to enforce any such covenant in any
other jurisdiction.
9. Return
of Property.
Upon
the Retirement Date, you shall surrender immediately to the Company, except
as
specifically provided otherwise herein, all Confidential Information
5
and
all
other property of the Company or any of the other Affiliated Entities in your
possession and all property made available to you in connection with your
employment by the Company or any of the other Affiliated Entities, including,
without limitation, any and all other records, manuals, customer and client
lists, notebooks, files, papers, computers, computer programs, computer discs,
lists, data, cellular phones, two-way pagers, palm held electronic devices,
electronically stored information and all other documents (and all copies
thereof) held or made by you in the course of your employment with the Company
or any of the other Affiliated Entities.
10. Miscellaneous.
(a) Entire
Agreement.
This
Agreement supersedes any prior agreement or understanding between you and the
Company relating to your employment or any termination thereof. Without limiting
the generality of the foregoing, the letter agreement between you and the
Company dated November 15, 1999 is terminated and of no further force or effect.
Except as specifically set forth herein, you shall not be entitled to any
payment or other benefit relating to your employment or termination of
employment with the Company. This Agreement and the agreements herein may be
amended only by written amendment duly executed by both parties hereto or their
legal representatives and authorized by action of the Board. Except as otherwise
specifically provided in this Agreement and the agreements herein, no waiver
by
either party hereto of any breach by the other party hereto of any condition
or
provision of this Agreement and the agreements herein to be performed by such
other party shall be deemed a waiver of a subsequent breach of such condition
or
provision or waiver of a similar or dissimilar provision or condition at the
same or at any prior or subsequent time.
(b) Section
409A.
If any
compensation or benefits provided by this Agreement may result in the
application of Section 409A of the Code, the Company shall, in consultation
with
you, modify this Agreement in the least restrictive manner necessary in order
to, where applicable, (i) exclude such compensation from the definition of
“deferred compensation” within the meaning of such Section 409A or (ii) comply
with the provisions of Section 409A, other applicable provision(s) of the Code
and/or any rules, regulations or other regulatory guidance issued under such
statutory provisions and to make such modifications, in each case, to the extent
permissible,
without
any material diminution in the
payments to you. To the extent required in order to comply with
Section 409A of the Code, amounts to be paid to you under Section 3 of
this Agreement shall be paid or provided to on the first business day after
the
date that is six months following your “separation from service” (as defined
under Section 409A of the Code) (such date, the “409A Payment Date”), provided
that any amounts that would have otherwise been paid to you during such period
of delay shall be paid to you in a lump sum on the 409A Payment Date.
(c) Withholding.
The
Company may withhold from any amounts payable under this Agreement such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant
to
any applicable law or regulation.
(d) Indemnification.
During
the Consulting Period and after the end of the Term, the Company shall continue
to indemnify you for your actions as a consultant, officer, Board member, or
employee and the Company shall provide you with defense costs for any and
6
all
claims or actions against you in connection with such actions occurring during
your employment and during the Consulting Period to the same extent as you
were
indemnified and provided with defense costs as of the end of the Continued
Employment Period, to the maximum extent permitted under the laws of the State
of Michigan.
(e) Full
Discharge.
You
agree and acknowledge that the entitlements provided to you under this Agreement
through the Term (including any payments that you are entitled to receive after
the Term) are in settlement of any and all severance-type liabilities and
obligations of the Company to you, monetarily or with respect to employee
benefits.
(f) Severability.
If any
one or more of the provisions or parts of a provision contained in this
Agreement and the agreements herein shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity or unenforceability
shall not affect any other provision or part of a provision of this Agreement
and the agreements herein, but this Agreement and the agreements herein shall
be
reformed and construed as if such invalid, illegal or unenforceable provision
or
part of a provision had never been contained herein and such provisions or
part
thereof shall be reformed so that it would be valid, legal and enforceable
to
the maximum extent permitted by law. This Agreement is not assignable without
the written authorization of both parties.
(g) Governing
Law.
This
Agreement shall be governed in accordance with the laws of the State of Michigan
without regard to its conflict of laws provision. Should any provision of this
Agreement be declared illegal or unenforceable by any court of competent
jurisdiction, it shall be modified to the extent enforceable and shall become
null and void to the extent that it cannot be so modified, leaving the remainder
of this Agreement in full force and effect. Any dispute that may exist
respecting (i) the interpretation or application of any provision of the
agreement (including, without limitation, the provisions of this Section) or
(ii) your entitlement to payments or other benefits after termination of your
employment shall be resolved by arbitration in Detroit, Michigan in accordance
with the rules of the American Arbitration Association and judgment on the
award
may be entered in any court having jurisdiction. If you substantially prevail
on
at least one material issue in any such dispute, the Company will pay or
reimburse you for your expenses in connection with the resolution of such
dispute (including, without limitation, counsel fees and disbursements and
other
charges).
(h) Successors.
This
Agreement shall be binding upon, and inure to the benefit of, any successors
and
assigns of the Company. Except in the event of your death or Disability, you
may
not assign any of your rights or obligations hereunder.
7
Please
confirm your agreement by signing below and retain one copy for your
records.
Sincerely,
BORDERS
GROUP, INC.
By:
/s/
XXXXXX X. XXXXXXX
Agreed:
/s/
XXXXXXX X. XXXXXXXXXX
Xxxxxxx
X. Xxxxxxxxxx
8
Exhibit
A
Release
of Claims
1. I
hereby
sign this Release for and in consideration of the payments and benefits
previously paid or provided to me or to be made or provided to me and the
promises set forth herein and the letter agreement, dated January 25, 2006
between Borders Group, Inc. (the “Company”) and me (the “Agreement”). I further
acknowledge that the payments, benefits and other entitlements under the
Agreement exceed any payment benefit or other thing of value to which I might
otherwise be entitled under any policy, plan or procedure of the Company or
any
prior agreement between me and the Company.
2. Release
of Claims.
(a) For
and in consideration of the payments and benefits to be made or provided to
me
under the Agreement and other good and valuable consideration, I, for myself
and
for my heirs, dependents, executors, administrators, trustees, legal
representatives and assigns (collectively referred to as “Releasors”), hereby
forever release, waive and discharge (i) the Company, its subsidiaries and
affiliates, their respective employee benefit and/or pension plans or funds,
insurers, successors and assigns, (ii) all past, present and/or future officers,
directors, trustees, members, partners, employees, fiduciaries, administrators,
controlling persons and successors and assigns of the foregoing, and (iii)
all
of the past, present and/or future agents, representatives and attorneys
(including outside legal counsel) of any of the persons or entities described
in
(i) or (ii) in this Section 2(a) and any of its and their successors and assigns
in all cases whether acting as agents for or with respect to the Company, its
subsidiaries or affiliates and their respective successors and assigns or in
their individual capacities (collectively referred to as “Releasees”), from any
and all claims, demands, causes of action, fees and liabilities of any kind
whatsoever, whether known or unknown, which Releasors ever had or now have
against Releasees by reason of any actual or alleged act, omission, transaction,
practice, policy, procedure, conduct, occurrence, or other matter up to and
including the date of my execution of this Release, including without
limitation, those in connection with, or in any way related to or arising out
of, my employment, service as a director, service as an officer, service as
a
trustee, service as a fiduciary or termination of any of the foregoing or any
other agreement, understanding, relationship, arrangement, act, omission or
occurrence, with the Company, its subsidiaries or affiliates and their
respective successors and assigns or other claims and (x) any claim of
discrimination or retaliation under the Age Discrimination in Employment Act
(“ADEA”) 29 U.S.C. Section 621 et seq., Title VII of the Civil Rights Act, the
Americans with Disabilities Act, the Employee Retirement Income Security Act
of
1974, as amended (“ERISA”) or the Family and Medical Leave Act; (y) any claim
under the
Michigan Xxxxxxx-Xxxxxx Civil Rights Act, as amended, the Michigan Whistle
Blowers' Protection Act, as amended, the Michigan Persons with Disabilities
Civil Rights Act;
and (z)
any claim for attorney’s fees, costs, disbursements and the like related to any
claim described in this Section 2(a).
| (b) |
Adversarial
Actions.
I
agree that I will not, from any source or proceeding, seek or accept
any
award or settlement with respect to any claim or right covered by
Section
2(a) above. Except as otherwise required by law, I further agree
that I
will not, at any time hereafter, commence, maintain, prosecute,
participate in as a party, permit to be filed by any other person
on my
behalf (to the extent it is within my control or permitted by law),
or
assist in
|
A-1
|
the
commencement or prosecution of as an advisor, or otherwise, any
action or
proceeding of any kind, judicial or administrative (on my behalf,
on
behalf of any other person and/or on behalf of or as a member of
any
alleged class of persons) in any court, agency, investigative or
administrative body against any Releasee with respect to any actual
or
alleged act, omission, transaction, practice, conduct, occurrence
or any
other matter up to and including the date of my execution of this
Release
which I released pursuant to Section 2(a) above. I further represent
that,
as of the date I sign this Release, I have not taken any action
encompassed by this Section 2(b). If, notwithstanding the foregoing
promises, I violate this Section 2(b), I will indemnify and hold
harmless
Releasees from and against any and all demands, assessments, judgments,
costs, damages, losses and liabilities and attorneys’ fees and other
expenses which result from, or are incidents to, such violation.
Notwithstanding anything herein to the contrary, this Section 2(b)
will
not apply to any claims that I may have under the ADEA and will
not apply
to the portion of the release provided for in Section 2(a) relating
to the
ADEA.
|
| (c) |
Preserved
Rights.
The sole matters to which the release and covenants in this Section
2 do
not apply are: (i) my rights under the Agreement, my rights of
indemnification and related rights or otherwise with regard to my
service
as an officer or director of the Company (if any) and my rights under
any
D&O policy maintained by or for the benefit of the Company or its
employees or directors at any time during or after the course of
my
employment with the Company (if any); (ii) my rights to contribution
(if
any) with regard to my service as an officer and director of the
Company;
(iii) my rights as a shareholder of the Company (if any); and (iv)
my
rights to vested benefits under any employee benefit plan of the
Company.
|
3. Governing
Law; Enforceability.
The
interpretation of this Release will be governed and construed in accordance
with
the laws of the State of Michigan, without reference to principles of conflict
of laws. If any provisions of this Release will be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability will
not
affect the remaining provisions hereof which will remain in full force and
effect.
4. Acknowledgement.
I
acknowledge that I have been advised by the Company in writing to consult
independent legal counsel of my choice before signing this Release. I further
acknowledge that I have had the opportunity to consult, and I have consulted
with, independent legal counsel and to consider the terms of this Release for
a
period of at least 21 days.
5. Effective
Date.
I
further acknowledge that this Release will not become effective until the eighth
day following my execution of this Release (the “Effective Date”), and that I
may at any time prior to the Effective Date revoke this Release by delivering
written notice of revocation to the Company at 000 Xxxxxxx Xxxxx, Xxx Xxxxx,
XX
00000-0000, to the attention of the General Counsel. In the event that I revoke
this Release prior to the eighth day after its execution, this Release and
the
promises contained in the Agreement, will automatically be null and void.
6. Entire
Agreement.
I
understand that this Release and the Agreement constitute the complete
understanding between the Company and me and that no other promises or
agreements will be binding unless in writing and signed by me and the Company
after the date hereof.
A-2
7. Counterparts.
This
Release may be executed in several counterparts, each of which will be deemed
to
be an original but all of which together will constitute one and the same
instrument.
EXECUTIVE:
_________________________ _______________________
Name:
Xxxxxxx X. Xxxxxxxxxx Date:
BORDERS
GROUP, INC.
By:
_______________________ _______________________
Date:
A-3
Exhibit
B
Outstanding
Equity Awards
Stock
Options
1. 275,000
stock options granted on 1/15/99, with an exercise price of
$13.3125.
2. 50,000
stock options granted on 11/01/02, with an exercise price of
$17.23.
Restricted
Shares
1. 8,378
restricted shares purchased on 4/4/03, with a purchase price of $11.44 per
share.
2. 7,877
restricted shares purchased on 3/19/04, with a purchase price of $18.928 per
share.
3. 4,809
shares purchased on 4/1/05, with a purchase price of $18.634 per
share.
B-1
