\n| \n Re:<\/p>\n<\/td>\n | \n Transitional Employment Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Dear Mr. Lombardi:<\/p>\n This letter agreement (this “Agreement”) is intended to set forth our mutual
\nunderstanding regarding your transition from Chief Financial Officer of Barnes
\n& Noble, Inc. (the “Company”) to a non-executive employee of the Company.\n<\/p>\n Accordingly, we agree as follows:<\/p>\n 1. Resignation.<\/u> You hereby resign as Chief Financial Officer of the
\nCompany, and as a director and officer of all subsidiaries and affiliates of the
\nCompany, effective as of the date hereof (the “Effective Date”). You agree to
\nserve as a non-executive employee of the Company and provide transitional
\nemployment services from the Effective Time through June 30, 2012 (the “End
\nDate”, and such period, the “Transition Period”). Except as provided herein,
\nfollowing the Effective Date, the Company will have no further obligations to
\nyou, including under the letter agreement dated as of March 17, 2010 (the
\n“Employment Agreement”) (including Sections 3.8 and 3.9 of the Employment
\nAgreement). Capitalized terms used in this Agreement that are not defined in
\nthis Agreement have the meanings used or defined in the Employment Agreement.\n<\/p>\n 2. Transitional Services.<\/u> (a) During the Transition Period, you agree
\nto provide transitional employment services to the Company. Such services will
\ninclude assistance with respect to the transition of your existing employment
\nresponsibilities to your successor, advising Company personnel on industry
\nmatters and advising the Company with respect to strategic alternatives. During
\nthe Transition Period, you agree to make yourself reasonably available to
\nprovide services reasonably requested by the Company, and you will not accept
\nany other employment, consultancy or position that would interfere in any way
\nwith, your duties and responsibilities hereunder; it being understood and agreed
\nthat you may serve on up to three (3) Boards of Directors of businesses that are
\nnot Competing Businesses. You will report to the Company153s Chief Executive
\nOfficer during the Transition Period.<\/p>\n (b) During the Transition Period, you will continue to be eligible for the
\ncompensation and benefits provided under Sections 3.1 through 3.7 of the
\nEmployment Agreement; provided, however, that you will not be eligible for
\nannual bonus compensation under the Company153s Executive Performance Plan with
\nrespect to any year after fiscal 2011. For the avoidance of doubt, your
\nunvested, outstanding equity-based awards will continue to vest in accordance
\nwith their terms during the Transition Period, but the termination of your
\nemployment upon the End Date will not constitute a termination either by the
\nCompany without Cause or by you for Good Reason that would entitle you to
\nadditional vesting of the Stock Grant under Section 3.5 of the Employment
\nAgreement.<\/p>\n 3. Restrictive Covenants.<\/u> Notwithstanding anything to the contrary in
\nthis Agreement or the Employment Agreement, all of Article 4 of the Employment
\nAgreement (including but not limited to the restrictions on competition set
\nforth in Section 4.1 thereof, your obligation to protect the Company153s
\nconfidential information set forth in Section 4.3 thereof and your obligation to
\ncooperate with respect to<\/p>\n 122 Fifth Avenue, New York, NY 10011 tel: <\/em>(212)
\n633-3300<\/p>\n
\nlitigation set forth in Section 4.6 thereof) will continue to apply to you
\nand the Company Parties during the Transition Period and the Relevant Period.
\nFor the avoidance of doubt, the “Relevant Period” is the longer of the period
\nfrom the End Date through the second anniversary thereof or such longer period
\nas may be set forth or understood from the Employment Agreement.<\/p>\n 4. Indemnification.<\/u> Nothing in this Agreement will affect your rights
\nto indemnification from the Company pursuant to Section 5 of the Employment
\nAgreement, pursuant to the Indemnification Agreement between you and the
\nCompany, dated as of February 9, 2011, pursuant to the Company153s By-Laws or
\npursuant to law requiring such indemnification.<\/p>\n 5. Release.<\/u> In consideration for your continued employment with the
\nCompany during the Transition Period and the payments and benefits provided
\nunder this Agreement, you agree to execute and deliver to the Company on the
\nEffective Date a release in the form attached hereto as Exhibit A (the
\n“Release”). In the event that you do not execute and deliver to the Company the
\nRelease on the Effective Date, or you revoke the Release in accordance with its
\nterms, you will be deemed to have terminated your employment without Good
\nReason, and, for the avoidance of doubt, you will not be entitled to the
\nSeverance Amount payable under Section 3.8 of the Employment Agreement or
\nadditional vesting of the Stock Grant under Section 3.5 of the Employment
\nAgreement.<\/p>\n 6. Miscellaneous.<\/u> The provisions of Article 6 of the Employment
\nAgreement will be deemed to be incorporated into this Agreement on the same
\nbasis as in the Employment Agreement.<\/p>\n If the foregoing accurately reflects our agreement, kindly sign and return to
\nus the enclosed duplicate copy of this letter.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Very truly yours,<\/p>\n BARNES & NOBLE, INC.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Michelle Smith<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Michelle Smith<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Title: Vice President, Human Resources<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Accepted and Agreed to:<\/p>\n JOSEPH J. LOMBARDI<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| \n By:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Joseph J. Lombardi<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Name: Joseph J. Lombardi<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Date: 10\/21\/11<\/p>\n
\nEXHIBIT A <\/strong><\/p>\nGENERAL RELEASE AND WAIVER <\/u><\/strong><\/p>\n1. Joseph J. Lombardi (“Employee”) hereby acknowledges and agrees that
\nEmployee resigned from his position as Chief Financial Officer of Barnes &
\nNoble, Inc. (the “Company”) on October 21, 2011, but continues to be employed by
\nthe Company as a non-executive employee.<\/p>\n 2. Employee acknowledges and agrees that Employee153s executing this General
\nRelease and Waiver (“Release”) is a condition precedent to the Company153s
\nobligation to (a) continue to employ Employee during the period from October 21,
\n2011 through June 30, 2012 (the “Transition Period”) and (b) pay (and the
\nEmployee153s right to retain) the payments and benefits set forth in the letter
\nagreement, dated as of October 21, 2011, between Employee and the Company (such
\nagreement referred to herein as the “Transitional Employment Agreement”, and
\nEmployee153s continued employment during the Transition Period and such payments
\nand benefits collectively referred to herein as the “Transition Benefit”), that
\nthe Transition Benefit is adequate consideration for this Release, and that any
\nmonetary or other benefits that, prior to the execution of this Release,
\nEmployee may have earned or accrued, or to which Employee may have been
\nentitled, have been paid or such payments or benefits have been released, waived
\nor settled by Releasor (as defined below) except as expressly provided in this
\nRelease.<\/p>\n 3. (a) THIS SECTION PROVIDES A COMPLETE RELEASE AND WAIVER OF ALL EXISTING
\nAND POTENTIAL CLAIMS EMPLOYEE MAY HAVE AGAINST EVERY PERSON AND ENTITY INCLUDED
\nWITHIN THE DESCRIPTION BELOW OF “RELEASEE.” BEFORE EMPLOYEE SIGNS THIS RELEASE,
\nEMPLOYEE MUST READ THIS SECTION CAREFULLY, AND MAKE SURE THAT EMPLOYEE
\nUNDERSTANDS IT FULLY.<\/p>\n (b) In consideration of Employee153s receipt and acceptance of the Transition
\nBenefit from the Company, and on behalf of the Company and each Releasee (as
\ndefined below), Employee, on Employee153s behalf and on behalf of Employee153s
\nheirs, executors, administrators, successors and assigns (collectively,
\n“Releasor”), hereby irrevocably, unconditionally and generally releases the
\nCompany, its current and former officers, directors, shareholders, trustees,
\nparents, members, managers, affiliates, subsidiaries, branches, divisions,
\nbenefit plans, agents, attorneys, advisors, counselors and employees, and the
\ncurrent and former officers, directors, shareholders, agents, attorneys,
\nadvisors, counselors and employees of any such parent, affiliate, subsidiary,
\nbranch or division of the Company and the heirs, executors, administrators,
\nreceivers, successors and assigns of all of the foregoing (each, a “Releasee”),
\nfrom or in connection with, and hereby waives and\/or settles, except as provided
\nin Section 3(c), any and all actions, causes of action, suits, debts, dues, sums
\nof money, accounts, controversies, agreements, promises, damages, judgments,
\nexecutions, or any liability, claims or demands, known or unknown and of any
\nnature whatsoever, whether or not related to employment, and which Releasor ever
\nhad, now has or hereafter can, shall or may have as of the date of this Release,
\nincluding, without limitation, (i) any rights and\/or claims arising under any
\ncontract, express or implied, written or oral, including, without limitation,
\nthe employment letter agreement dated as of March 17, 2010 between Employee and
\nthe Company (the “Employment Agreement”) (other than the Transitional Employment
\nAgreement); (ii) any rights and\/or claims arising under any applicable foreign,
\nFederal, state, local or other statutes, orders, laws, ordinances, regulations
\nor the like, or case law, that relate to employment or employment practices,
\nincluding, without limitation, family and medical, and\/or, specifically, that
\nprohibit discrimination based upon age, race, religion, sex, color, creed,
\nnational origin, sexual orientation, marital status, disability, medical
\ncondition, pregnancy, veteran status or any other unlawful bases, including,
\nwithout limitation, the Civil Rights Act of 1964, as amended, the Civil Rights
\nAct of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the
\nAge Discrimination in Employment Act of 1967, as amended, the Americans with
\nDisabilities Act of 1990, as amended, the Family Medical Leave Act of 1993, as
\namended, the Employee Retirement Income Security Act of 1974, as amended, the
\nVietnam Era Veterans153 Readjustment Assistance Act of 1974, as amended, the
\nWorker Adjustment and Retraining Notification Act of 1988, as amended, and any
\nsimilar applicable statutes, orders, laws, ordinances, regulations or the like,
\nor case law, of the State of New York and any State in which any Releasee is
\nsubject to jurisdiction, or any political subdivision thereof, including,
\nwithout limitation, the New York State Human Rights Law, the New York State
\nLabor Law and the New York City Human Rights Law, and all applicable rules and
\nregulations promulgated pursuant to or concerning any of the foregoing statutes,
\norders, laws, ordinances, regulations<\/p>\n
\nor the like; (iii) any waivable rights and\/or claims relating to wages and
\nhours, including under state or local labor or wage payment laws; (iv) any
\nrights and\/or claims to benefits that Employee may have or become entitled to
\nreceive under any severance, termination, change of control, bonus or similar
\npolicy, plan, program, agreement or similar or related arrangements, including,
\nwithout limitation, any offer letter, letter agreement or employment agreement
\nbetween Employee and the Company (other than the Transitional Employment
\nAgreement); (v) any rights and\/or claims that Employee may have to receive any
\nequity in the Company (whether restricted or unrestricted) in the future; and
\n(vi) and any rights and\/or claims for attorneys153 fees. Employee agrees not to
\nchallenge or contest the reasonableness, validity or enforceability of this
\nRelease.<\/p>\n (c) Notwithstanding the foregoing, Employee does not release any Releasee
\nfrom any of the following rights and\/or claims: (i) any rights and\/or claims
\nEmployee may have that arise after the date Employee signs this Release; (ii)
\nany rights and\/or claims that by law cannot be waived by private agreement;
\n(iii) Employee153s right to file a charge with or participate in any investigation
\nor proceeding conducted by the U.S. Equal Employment Opportunity Commission
\n(“EEOC”) or similar government agency; provided that even though Employee can
\nfile a charge or participate in an investigation or proceeding conducted by the
\nEEOC or similar government agency, by executing this Release, Employee is
\nwaiving his ability to obtain relief of any kind from any Releasee to the extent
\npermitted by law; (iv) Employee153s non-forfeitable rights to accrued benefits
\n(within the meaning of Sections 203 and 204 of ERISA); (v) any rights and\/or
\nclaims to insurance coverage under any directors153 and officers153 personal
\nliability insurance or fiduciary insurance policy; (vi) any rights and\/or claims
\nto enforce the Transitional Employment Agreement in accordance with its terms;
\nand (vii) any rights and\/or claims to enforce the Indemnification Agreement
\nbetween you and the Company, dated as of February 9, 2011, any rights and\/or
\nclaims to enforce the indemnification provisions of the Company153s By-Laws, or as
\nrequired by law.<\/p>\n 4. Employee represents and warrants that Employee has not filed or commenced
\nany complaints, claims, actions or proceedings of any kind against any Releasee
\nwith any Federal, state or local court or any administrative, regulatory or
\narbitration agency or body. Employee hereby waives any right to, and agrees not
\nto, seek reinstatement or employment of any kind with any Releasee and, without
\nwaiver by any Releasee of the foregoing, the existence of this Release shall be
\na valid, nondiscriminatory basis for rejecting any such application or, in the
\nevent Employee obtains such employment, for terminating such employment. This
\nRelease and the Transition Benefit are not intended to be, shall not be
\nconstrued as and are not, an admission or concession by any Releasee of any
\nwrongdoing or illegal or actionable acts or omissions.<\/p>\n 5. Without limitation to the survival of any other terms of the Employment
\nAgreement subsequent to the end of Employee153s employment, the expiration or
\ntermination of the Employment Agreement, and\/or the execution and effectiveness
\nof this Release, Employee and the Company expressly acknowledge that the terms
\nof Sections 4 (as modified by the Transitional Employment Agreement) and 5 of
\nthe Employment Agreement survive and shall be in full force and effect as
\nprovided in the Employment Agreement.<\/p>\n 6. The covenants, representations and acknowledgments made by Employee in
\nthis Release shall continue to have full force and effect after the execution
\nand effectiveness of this Release and the delivery of the Transition Benefit,
\nand this Release shall inure to the benefit of each Releasee, and the successors
\nand assigns of each of them, to the extent necessary to preserve the intended
\nbenefits of such provisions. If any section of this Release is determined to be
\nvoid, voidable or unenforceable, it shall have no effect on the remainder of
\nthis Release, which shall remain in full force and effect, and the provisions so
\nheld invalid or unenforceable shall be deemed modified as to give such
\nprovisions the maximum effect permitted by applicable law. The Company shall be
\nexcused and released from any obligation to make payment of the Transition
\nBenefit, and Employee shall be obligated to return to the Company the Transition
\nBenefit, in the event that Employee is found to have (a) made a material
\nmisstatement in any term, condition, covenant, representation or acknowledgment
\nin this Release, or (b) Employee is found to have committed or commits a
\nmaterial breach of any term, condition or covenant in this Release.<\/p>\n
\n7. This Release and the Employment Agreement (as modified by the Transitional
\nEmployment Agreement) constitute the sole and complete agreement between the
\nparties with respect to the matters set forth therein and supersedes all prior
\nagreements, understandings and arrangements, oral or written, between Employee
\nand the Company with respect to the subject matter thereof. This Release may not
\nbe amended or modified except by an instrument or instruments in writing signed
\nby the party against whom enforcement of any such modification or amendment is
\nsought. Either party may, by an instrument in writing, waive compliance by the
\nother party with any term or provision of this Release to be performed or
\ncomplied with by such other party.<\/p>\n 8. With respect to any claims or disputes under or in connection with this
\nRelease or any claims released under Section 3 of this Release, Employee and the
\nCompany hereby acknowledge and agree that Sections 6.7 and 6.9 of the Employment
\nAgreement shall govern. Employee acknowledges that a breach or threatened breach
\nof the provisions of this Release may give rise to losses or damages for which
\nthe Company cannot be reasonably or adequately compensated in an action at law,
\nand that such violation may result in irreparable and continuing harm to the
\nCompany. Accordingly, Employee agrees that, in addition to any other remedy that
\nthe Company may have at law or in equity, the Company shall be entitled to seek
\nequitable relief, including, without limitation, injunction and specific
\nperformance and Employee hereby waives any requirements for security or posting
\nof any bond in connection with such relief. No specification in this Release of
\nany particular remedy shall be construed as a waiver or prohibition of any other
\nremedies (including claims for damages) in the event of a breach or threatened
\nbreach of this Release.<\/p>\n 9. Employee agrees and acknowledges that (a) Employee has had an adequate
\nopportunity to review this Release and all of its terms, (b) Employee
\nunderstands all of the terms of this Release, which are fair, reasonable and are
\nnot the result of any fraud, duress, coercion, pressure or undue influence
\nexercised by or on behalf of any Releasee and (c) Employee has agreed to and\/or
\nentered into this Release and all of the terms hereof, knowingly, freely and
\nvoluntarily.<\/p>\n 10. By executing this Release, Releasor acknowledges that (a)
\nEmployee has been advised by the Company to consult with an attorney before
\nexecuting this Release; (b) Employee was provided adequate time (i.e., at least
\n21 days) to review this Release and to consider whether to sign this Release and
\n(c) Employee has been advised that Employee has 7 days following execution to
\nrevoke this Release (“Revocation Period”). Notwithstanding anything to the
\ncontrary contained herein or in the Employment Agreement or the Transitional
\nEmployment Agreement, this Release shall not be effective or enforceable, and
\nthe Transition Benefit is not payable and shall not be delivered or paid by the
\nCompany, until the Revocation Period has expired and provided that Employee has
\nnot revoked this Release. Employee agrees that any revocation shall be made in
\nwriting and delivered to Michelle Smith, Vice President, Human Resources, Barnes
\n& Noble, Inc., 122 Fifth Avenue, NY, NY 10011. Employee acknowledges that
\nrevocation of this Release shall result in the Company153s not having an
\nobligation to pay the Transition Benefit.<\/strong><\/p>\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| \n Signature:<\/p>\n<\/td>\n | <\/td>\n | \n \/s\/ Joseph J. Lombardi<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Date:<\/p>\n<\/td>\n | <\/td>\n | \n 10\/21\/11<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | \n Joseph J. Lombardi<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6857],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9539,9544],"class_list":["post-40328","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-barnes---noble-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40328","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40328"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40328"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40328"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40328"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | |