June 23, 2015 Mr. Patrick Maloney c/o Barnes & Noble College Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Maloney:Letter Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President, Chief Operating Officer of Barnes & Noble Education, Inc. and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc. This Agreement is intended to replace the letter agreement with you dated as of June 30, 2014 (the “Prior Agreement”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of Barnes & Noble Education, Inc., and the indirect ownership of all membership interests in the Company (the “Distribution”). For the avoidance of doubt, the Prior Agreement shall remain effective through the effectiveness of the Distribution and shall be replaced by this Agreement upon the effectiveness of the Distribution; provided, however, Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accorda
RETENTION BONUS AGREEMENT February 7, 2014Retention Bonus Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
The Company has approved a one-time retention bonus to you in the amount of $755,550 (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.
SEPARATION AND DISTRIBUTION AGREEMENT by and between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [●], 2015Separation and Distribution Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
SEPARATION AND DISTRIBUTION AGREEMENT dated as of [●], 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.
June 23, 2015 William Maloney c/o Barnes & Noble College Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Maloney:Letter Agreement • July 13th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey
This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President of Barnes & Noble Education, Inc. (“Education”) and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc. This Agreement is intended to replace the letter agreement with you dated as of September 30, 2009 (the “Prior Agreement”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of Barnes & Noble Education, Inc., and the indirect ownership of all membership interests in the Company (the “Distribution”). For the avoidance of doubt, the Prior Agreement shall remain effective through the effectiveness of the Distribution and shall be replaced by this Agreement upon the effectiveness of the Distribution; provided, however, Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accordance wi
