| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retention Bonus
On September 8, 2023, the Compensation Committee of the Board of Directors of Barnes & Noble Education, Inc. (the “Company”) approved amendments (the “Retention Agreement Amendments”) to the existing retention agreements entered into on May 1, 2023 (the “Existing Retention Agreements”) with each of Mr. Michael C. Miller and Mr. Jonathan Shar (collectively, the “Named Executive Officers”) pursuant to which the Company would pay a cash retention bonus to each Named Executive Officer in the following amounts: (i) $450,000 to Mr. Miller and (ii) $450,000 to Mr. Shar (collectively, the “Retention Bonuses”).
Pursuant to the Retention Agreement Amendments, the Retention Bonuses are now payable as follows: (i) fifty percent (50%) of such Retention Bonus became due on September 1, 2023 (the “First Payment”) and (ii) the remaining fifty percent (50%) becoming due on February 1, 2024, provided that if, prior to December 31, 2023, a Named Executive Officer’s employment with the Company is terminated (other than due to “Disability” or “Good Reason” (each as defined in the Existing Retention Agreements)), the Company reserves the right to claw back, in its sole and exclusive discretion, the First Payment to such Named Executive Officer on a pro rata basis.
CEO Performance Incentive Bonus
On September 14, 2023, Michael P. Huseby, the Company’s chief executive officer, and the Company entered into a performance incentive agreement (the “Performance Incentive Agreement”) pursuant to which the Company would pay Mr. Huseby a cash performance incentive bonus (the “Performance Incentive Bonus”) as follows: (i) $220,000 on or about September 15, 2023, (ii) $220,000 if the Company’s second quarter fiscal year 2024 EBITDA meets or exceeds the Company’s plan, (iii) $220,000 if the Company remains in compliance with its existing credit agreements through December 31, 2023, (iv) $220,000 upon completion of a transaction approved by the Alternative Transactions Committee (the “ATC”) of the Company’s Board of Directors (the “Board”) and (v) $220,000 if awarded by the Board in its discretion upon a recommendation from the ATC.
Under the Performance Incentive Agreement, the Company is obligated to pay the Performance Incentive Bonus payments in the event that the Company terminates the employment of Mr. Huseby without “Cause” or if Mr. Huseby’s employment ends prior to the date the Performance Incentive Bonus payments are due because of “Disability” or for “Good Reason” (each as defined in the Performance Incentive Agreement). If, prior to December 31, 2023, Mr. Huseby’s employment with the Company is terminated (other than due to “Disability” or for “Good Reason” (each as defined in the Performance Incentive Agreement)), the Company reserves the right to claw back, in its sole and exclusive discretion, the Performance Incentive Bonus payments paid through such date on a pro rata basis.
The above summary of the Retention Agreement Amendments and the Performance Incentive Agreement are qualified in their entirety by reference to the complete terms and conditions of the Retention Agreement Amendments and the Performance Incentive Agreement, which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
