Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
March
19, 2010 (March 17, 2010)
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BARNES
& NOBLE, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-12302
(Commission File Number) |
06-1196501
(IRS
Employer
Identification
No.)
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122 Fifth Avenue, New York, New
York
(Address
of principal executive offices)
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10011
(Zip Code) |
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Registrant’s
telephone number, including area code: (212) 633-3300
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Not
Applicable
(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Employment
Agreement with William J. Lynch, Jr.
Effective
on March 17, 2010 (the “Lynch Effective Date”), Barnes & Noble, Inc. (the
“Company”) entered into an employment agreement with William J. Lynch, Jr. (the
“Lynch Agreement”), pursuant to which he will serve as the Chief Executive
Officer of the Company. Mr. Lynch was previously employed by the
Company since February 2009 pursuant to an employment agreement, dated as of
January 6, 2009 (the “Prior Lynch Agreement”). The Lynch Agreement
supersedes the Prior Lynch Agreement. The term of the Lynch Agreement
will be for the period beginning on the Lynch Effective Date and ending on the
third anniversary of the Lynch Effective Date, and the term will automatically
renew for additional periods of one year, unless either party gives the other
party 90 days’ written notice.
Pursuant
to the Lynch Agreement, Mr. Lynch agrees to serve as the Company’s Chief
Executive Officer, reporting directly to the Company’s Board of
Directors. Mr. Lynch will be entitled to an annual base salary of
$900,000, or such higher amount as determined by the Compensation Committee of
the Company’s Board of Directors (the “Committee”). In addition, Mr.
Lynch will be entitled to participate in the Company’s Executive Performance
Plan, with a target bonus amount of not less than 150% of his annual base
salary, and will also be eligible for grants of equity-based awards under the
Company’s 2009 Incentive Plan, as determined by the Committee. Mr.
Lynch will also receive any benefits to which he is entitled under the employee
benefits plans that the Company provides for its employees and executive
officers generally, as well as certain other benefits.
The Lynch
Agreement also provides for grants of (a) 500,000 shares of restricted common
stock of the Company, which will vest in two equal annual installments on the
second and third anniversaries of the Lynch Effective Date, and (b) options to
purchase 500,000 shares of the Company’s common stock, which will vest in three
equal annual installments on the first three anniversaries of Lynch Effective
Date. Notwithstanding the foregoing, these equity award grants will
vest immediately upon the occurrence of a “change in control”, or in the event
that, during the term of the Lynch Agreement, he is terminated by the Company
without “cause” or he terminates for “good reason”.
Mr. Lynch
is an “at will” employee and will not be entitled to any severance benefits
pursuant to the Lynch Agreement, except in the following
circumstances. In the event that his employment is terminated by the
Company without “cause” or he terminates for “good reason”, subject to the
execution of a release of claims against the Company, Mr. Lynch will be entitled
to an amount equal to two times the sum of Mr. Lynch’s annual base salary,
average bonus and benefits costs. If, upon a “change in control”,
such a termination of employment occurs during the greater of two years
following the “change in control” and the remainder of the term of the Lynch
Agreement, Mr. Lynch will be entitled to an amount equal to three times the sum
described above. Notwithstanding the foregoing, such severance
payments in connection with a “change in control” will be reduced if a reduction
would result in Mr. Lynch retaining a greater net-after tax amount following the
application of Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”).
The Lynch
Agreement provides that Mr. Lynch will be subject to certain restrictive
covenants regarding competition, solicitation, confidentiality and
disparagement. The non-competition and non-solicitation covenants
apply during the term of the Lynch Agreement for the two-year period following
termination of employment, and the confidentiality and non-disparagement
covenants apply during the term of the Lynch Agreement and at all times
thereafter.
The
foregoing description of the Lynch Agreement is a summary of its material terms,
does not purport to be complete, and is qualified in its entirety by reference
to the Lynch Agreement filed as Exhibit 10.1 to this report and incorporated by
reference herein.
Employment
Agreement with Mitchell S. Klipper
Effective
on March 17, 2010 (the “Klipper Effective Date”), the Company entered into an
employment agreement with Mitchell S. Klipper (the “Klipper Agreement”),
pursuant to which he will serve as the Chief Executive Officer - Barnes &
Noble Retail of the Company. Mr. Klipper was previously employed by
the Company since February 2002 pursuant to an employment agreement, dated as of
February 18, 2002 (as amended, the “Prior Klipper Agreement”). The
Klipper Agreement supersedes the Prior Klipper Agreement. The term of
the Klipper Agreement will be for the period beginning on the Klipper Effective
Date and ending on the third anniversary of the Klipper Effective Date, and the
term will automatically renew for additional periods of one year, unless either
party gives the other party 90 days’ written notice.
Pursuant
to the Klipper Agreement, Mr. Klipper agrees to serve as the Company’s Chief
Executive Officer - Barnes & Noble Retail, reporting directly to the
Company’s Chief Executive Officer. Mr. Klipper will be entitled to an
annual base salary of $900,000, or such higher amount as determined by the
Committee. In addition, Mr. Klipper will be entitled to participate
in the Company’s Executive Performance Plan, with a target bonus amount of not
less than 150% of his annual base salary, and will also be eligible for grants
of equity-based awards under the Company’s 2009 Incentive Plan, as determined by
the Committee. Mr. Klipper will also receive any benefits to which he
is entitled under the employee benefits plans that the Company provides for its
employees and executive officers generally, as well as certain other
benefits.
The
Klipper Agreement also provides for grants of 500,000 shares of restricted
common stock of the Company, which will vest in two equal annual installments on
the second and third anniversaries of the Klipper Effective
Date. Notwithstanding the foregoing, these restricted shares will
vest immediately upon the occurrence of a “change in control”, or in the event
that, during the term of the Klipper Agreement, he is terminated by the Company
without “cause” or he terminates for “good reason”.
Mr.
Klipper is an “at will” employee and will not be entitled to any severance
benefits pursuant to the Klipper Agreement, except in the following
circumstances. In the event that his employment is terminated by the
Company without “cause” or he terminates for “good reason”, subject to the
execution of a release of claims against the Company, Mr. Klipper will be
entitled to an amount equal to two times the sum of Mr. Klipper’s annual base
salary, average bonus and benefits costs. If, upon a “change in
control”, such a termination of employment occurs during the greater of two
years following the “change in control” and the remainder of the term of the
Klipper Agreement, Mr. Klipper will be entitled to an amount equal to three
times the sum described above. Notwithstanding the foregoing, such
severance payments in connection with a “change in control” will be reduced if a
reduction would result in Mr. Klipper retaining a greater net-after tax amount
following the application of Section 280G of the Code.
The
Klipper Agreement provides that Mr. Klipper will be subject to certain
restrictive covenants regarding competition, solicitation, confidentiality and
disparagement. The non-competition and non-solicitation covenants
apply during the term of the Klipper Agreement for the two-year period following
termination of employment, and the confidentiality and non-disparagement
covenants apply during the term of the Klipper Agreement and at all times
thereafter.
The
foregoing description of the Klipper Agreement is a summary of its material
terms, does not purport to be complete, and is qualified in its entirety by
reference to the Klipper Agreement filed as Exhibit 10.2 to this report and
incorporated by reference herein.
Employment
Agreement with Joseph J. Lombardi
Effective
on March 17, 2010 (the “Lombardi Effective Date”), the Company entered into an
employment agreement with Joseph J. Lombardi (the “Lombardi Agreement”),
pursuant to which he will serve as the Chief Financial Officer of the
Company. Mr. Lombardi has served as Chief Financial Officer of the
Company since May 2003. The term of the Lombardi Agreement will be
for the period beginning on the Lombardi Effective Date and ending on the third
anniversary of the Lombardi Effective Date, and the term will automatically
renew for additional periods of one year, unless either party gives the other
party 90 days’ written notice.
Pursuant
to the Lombardi Agreement, Mr. Lombardi agrees to serve as the Company’s Chief
Financial Officer, reporting directly to the Company’s Chief Executive
Officer. Mr. Lombardi will be entitled to an annual base salary of
$750,000, or such higher amount as determined by the Committee. In
addition, Mr. Lombardi will be entitled to participate in the Company’s
Executive Performance Plan, with a target bonus amount of not less than 150% of
his annual base salary, and will also be eligible for grants of equity-based
awards under the Company’s 2009 Incentive Plan, as determined by the
Committee. Mr. Lombardi will also receive any benefits to which he is
entitled under the employee benefits plans that the Company provides for its
employees and executive officers generally, as well as certain other
benefits.
The
Lombardi Agreement also provides for grants of 150,000 shares of restricted
common stock of the Company, which will vest in two equal annual installments on
the second and third anniversaries of the Lombardi Effective
Date. Notwithstanding the foregoing, these restricted shares will
vest immediately upon the occurrence of a “change in control”, or in the event
that, during the term of the Lombardi Agreement, he is terminated by the Company
without “cause” or he terminates for “good reason”.
Mr.
Lombardi is an “at will” employee and will not be entitled to any severance
benefits pursuant to the Lombardi Agreement, except in the following
circumstances. In the event that his employment is terminated by the
Company without “cause” or he terminates for “good reason”, subject to the
execution of a release of claims against the Company, Mr. Lombardi will be
entitled to an amount equal to two times the sum of Mr. Lombardi’s annual base
salary, average bonus and benefits costs. If, upon a “change in
control”, such a termination of employment occurs during the greater of two
years following the “change in control” and the remainder of the term of the
Lombardi Agreement, Mr. Lombardi will be entitled to an amount equal to three
times the sum described above. Notwithstanding the foregoing, such
severance payments in connection with a “change in control” will be reduced if a
reduction would result in Mr. Lombardi retaining a greater net-after tax amount
following the application of Section 280G of the Code.
The
Lombardi Agreement provides that Mr. Lombardi will be subject to certain
restrictive covenants regarding competition, solicitation, confidentiality and
disparagement. The non-competition and non-solicitation covenants
apply during the term of the Lombardi Agreement for the two-year period
following termination of employment, and the confidentiality and
non-disparagement covenants apply during the term of the Lombardi Agreement and
at all times thereafter.
The
foregoing description of the Lombardi Agreement is a summary of its material
terms, does not purport to be complete, and is qualified in its entirety by
reference to the Lombardi Agreement filed as Exhibit 10.3 to this report and
incorporated by reference herein.
Item
9.01. Financial Statements and
Exhibits
(c)
Exhibits:
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Exhibit
No.
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Description
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10.1
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Employment
Agreement dated March 17, 2010 between Barnes & Noble, Inc. and
William J. Lynch, Jr.
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10.2
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Employment
Agreement dated March 17, 2010 between Barnes & Noble, Inc.
and Mitchell S. Klipper.
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10.3
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Employment
Agreement dated March 17, 2010 between Barnes & Noble, Inc. and Joseph
J. Lombardi.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| BARNES & NOBLE, INC. | |||
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Date:
March 19, 2010
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By:
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/s/ Joseph J. Lombardi | |
| Name: Joseph J. Lombardi | |||
| Title: Chief Financial Officer | |||
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Employment
Agreement dated March 17, 2010 between Barnes & Noble, Inc. and
William J. Lynch, Jr.
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10.2
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Employment
Agreement dated March 17, 2010 between Barnes & Noble, Inc.
and Mitchell S. Klipper.
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10.3
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Employment
Agreement dated March 17, 2010 between Barnes & Noble, Inc. and Joseph
J. Lombardi.
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