Exhibit 10.3
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| | | | Cynthia Origlio VP, Acting Chief HR Officer coriglio@bned.com M: 917.841.5991 |
CONFIDENTIAL
September 14, 2023
Dear Mike,
This letter will confirm the Performance Incentive Bonus (as defined below) being offered to you and the details regarding the same.
Performance Incentive Bonus
In the event you remain continuously employed by Barnes & Noble Education, Inc. or one of its subsidiaries (collectively, “Company”) through the milestones listed in this paragraph (as applicable), Company shall pay you an initial total performance payment of $220,000, with additional total potential incentives of $880,000 if the requirements in this paragraph are met (collectively, “Performance Incentive Bonus”), less all applicable taxes, deductions and withholdings. The first performance payment of $220,000 shall be paid on or about September 15, 2023 provided you are continuously employed as of such date. You shall be entitled to, and the Company shall pay, provided you are continuously employed as of the achievement of the following milestones, additional performance incentive payment(s), of (1) $220,000 if the Company’s second quarter fiscal year 2024 EBITDA meets or exceeds the Company’s plan; (2) $220,000 if no event of default is enforced by the Company’s lenders through December 31, 2023; (3) $220,000 upon completion of a transaction approved by the Alternative Transactions Committee (“ATC”) of the Company’s Board of Directors (“Board”); and (4) $220,000 if awarded by the Board in its discretion upon a recommendation from the ATC. Taxes on the Performance Incentive Bonus payment(s) shall be solely your responsibility. In the event you voluntarily resign other than for Disability (as defined below) or Good Reason (as defined below) or are terminated for Cause (as defined below) on or before December 31, 2023, the Company reserves the right to claw back, in its sole and exclusive discretion, the Performance Incentive Bonus payment(s) paid through such date on a pro rata basis.
You shall not be entitled to Performance Incentive Bonus payment(s) if, prior to the dates the Performance Incentive Bonus payment(s) is/are to become due, you are terminated for Cause or resign other than for Good Reason. However, if your employment ends prior to the date the Performance Incentive Bonus payment(s) is/are to become due because of Disability or for Good Reason, or if you are terminated without Cause, you shall be entitled to payment of your entire Performance Incentive Bonus.
Definitions
For purposes of this letter, “Cause” means (A) your engaging in intentional misconduct or gross negligence that, in either case, is injurious to Company; (B) your indictment, entry of a plea of nolo contendere, or conviction by a court of competent jurisdiction with respect to any crime or violation of law involving fraud or dishonesty (with the exception of misconduct based in good faith on the advice of professional consultants, such as attorneys and accountants) or any felony (or equivalent crime in a non-U.S. jurisdiction); (C) any gross negligence, intentional acts, or intentional omissions by you as determined by the Company in connection with the performance of your employment duties and responsibilities; (D) fraud, dishonesty, embezzlement, or misappropriation in connection with your performance of your employment duties and responsibilities; (E) your engaging in any act of intentional misconduct or moral turpitude reasonably likely to adversely affect the Company or its business as reasonably determined by the Company; (F) your abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects your job performance; (G) your willful failure or refusal to properly perform (as determined by the Company in its reasonable discretion and judgment) the duties, responsibilities, or obligations of your employment for
