(b) Final Compensation.  Employee acknowledges and agrees that (i) the Separation Payment is adequate consideration for all the terms of this Release and does not include any benefit, monetary or otherwise, which was earned or accrued or to which Employee was already entitled without signing this Release; and (ii) any monetary or other benefits which, prior to the execution of this Release, Employee may have earned or accrued or to which Employee may have been entitled, have been paid or will be paid in accordance with the Benefits Addendum attached hereto and incorporated herein by reference.  Employee also acknowledges that, prior to or contemporaneous with Employee’s execution of this Release, Employee received all wages and other payments, including accrued vacation pay and bonuses if any, that were owed to Employee from the Company or any Releasee.  Employee understands that he/she will receive any payment for wages owed to him/her upon termination regardless of whether he/she signs this Release.

(c) COBRA.  Employee, on behalf of Employee and Employee’s spouse and dependents, as applicable, may elect to continue medical and dental benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (a “COBRA Election”) if enrolled in such benefits as of the Separation Date.  If Employee makes a timely and proper COBRA Election, the Company will subsidize the premium rate for medical and dental coverage for the Separation Period in the same manner as if Employee were an active employee of the Company.  At the end of such period, if Employee and/or Employee’s spouse and dependents, as applicable, remain on COBRA, Employee will be responsible for paying the full monthly COBRA premiums.  If Employee elects COBRA, Employee may not be able to enroll in another health insurance plan (including Marketplace coverage) unless Employee has a qualifying life event (e.g., gaining new employment) or until there is an open enrollment period for the new plan.  For avoidance of doubt, expiration of the period during which the Company contributes towards the applicable COBRA premium is not considered a qualifying life event.  Similarly, losing COBRA coverage due to non-payment of premiums is not a qualifying life event.

(d) Medicare.  Employee affirms and warrants that Employee has informed the Company Benefits Department in writing if Employee (i) is a Medicare beneficiary; (ii) is currently receiving, has received in the past, or is eligible for benefits from Medicare; or (iii) has applied for or sought benefits from Medicare. Employee agrees to indemnify and hold the Company harmless for any penalties or liability, including interest, that may be asserted against the Company pursuant to Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007, 42 U.S.C. § 1395y(b)(8), as a result of the payments and benefits described in section 2 of this Release.

THIS SECTION PROVIDES A COMPLETE RELEASE AND WAIVER OF ALL EXISTING AND POTENTIAL CLAIMS YOU MAY HAVE AGAINST EVERY RELEASEE AS SET FORTH BELOW.  BEFORE YOU SIGN THIS RELEASE, YOU MUST READ THIS SECTION CAREFULLY, AND MAKE SURE THAT YOU UNDERSTAND IT FULLY.

 

 

 

(b) Exclusion from General Release.  Employee and the Company acknowledge that nothing in this Release shall be deemed a release or waiver by Employee of Claims Employee may have against Releasees for or based on (i) any benefit vested as of the Separation Date, pursuant to the written terms of any applicable employee benefit plan governed by ERISA; (ii) workers' compensation (but claims for retaliation for exercising workers’ compensation rights are waived); (iii) unemployment insurance benefits; (iv) vested benefits under the Company’s 401(k) plan; (v) vested long-term incentive awards; and (vi) any claims that, under applicable law, are not waivable.

(c) Governmental Agencies.  Nothing in or about this Release prohibits Employee from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing Confidential Information (as defined in section 8(a)) to the extent required by law or legal process or permitted by Section 21F of the Securities Exchange Act of 1934; (iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding without notifying the Company; or (iv) receiving an award for information provided to any government agency that is responsible for enforcing the law, as set forth in Section 21F of the Securities Exchange Act of 1934.

(d) Collective/Class Action Waiver.  If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which any Releasee is a party.

(e) Defend Trade Secrets Act of 2016.  Notwithstanding anything herein to the contrary, under the federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.  Nothing herein is intended, or should be construed, to affect the immunities created by the Defend Trade Secrets Act of 2016.

 

 

 

 

 

 

 

 

(b) Nondisclosure.  Employee hereby represents and agrees that upon execution of this Release (i) Employee has returned to the Company, and has not retained any copies of, all documents, records or materials of any kind in any form or media, which contain, relate to or refer to any Confidential Information (“Confidential Materials”); and (ii) Employee has not disclosed any Confidential Information or Confidential Materials to any person or entity outside the scope of Employee’s job with the Company without the express authorization of an authorized officer of the Company.  Employee further agrees that in consideration of the Company’s agreement to deliver the Separation Payment pursuant to the terms of this Release, Employee and/or any Releasor shall not disclose or use for any purpose any Confidential Information or Confidential Materials, in any manner directly or indirectly, except as may be required by law, permitted pursuant to written authorization by the Company, or otherwise provided herein.

Employee further represents that Employee has not, and agrees that Employee shall not, disclose orally or in writing, directly or indirectly, to any person (other than to the members of Employee’s immediate family, Employee’s attorney, financial advisor, and accountant, each of whom shall be directed by Employee not to disclose such information), except as required by law: (i) the underlying facts leading up to or the existence or terms of this Release; and (ii) the amount of any payments or benefits made hereunder.

(c) Subpoenas/Request for Information.  In the event that Employee and/or any Releasor receives a subpoena or any other written or oral request for any Confidential Information, Confidential Materials or any other information concerning the Company or any Releasee, Employee shall, within two (2) business days of the service or receipt of such subpoena or other request (i) notify the Company c/o Michelle Smith, Vice President, Human Resources, or his successor in writing, by email at MSmith@bn.com and (ii) provide a copy of such subpoena or other request if in writing, and/or disclose the nature of the request for information if oral.

(d) Return of Company Property.  Employee also represents and agrees that upon the execution of this Release, Employee has returned to the Company all property of the Company, including without limitation, any keys to the offices or properties of the Company, and Company identification cards, computers, cellular telephones or other equipment.  Employee affirms that Employee is in possession of all of Employee’s property that Employee had at the Company’s premises and that the Company is not in possession of any of Employee’s property.

(e) Enforceability.  Employee acknowledges that the scope of the promises and covenants in this Release is reasonable in light of its narrow focus and the legitimate interests of the Company to be protected.  Employee agrees that if any part of Employee’s covenants or the duration thereof is deemed too restrictive by a court of competent jurisdiction, the court may alter the covenants and/or duration to make the same reasonable under the circumstances, and Employee acknowledges that Employee shall be bound thereby.  If any promises or covenants contained in this Release are determined to be illegal, invalid or unenforceable, then, in the Company’s sole discretion and to the extent permitted by law, it can decide whether to invalidate the remainder of the Release, including whether to continue to pay Employee any remaining portion of the Separation Payment or other benefits, and/or require Employee to repay any or all of the Separation Payment received.

 

 

 

 

 

 

		Barnes & Noble, Inc.
		c/o HR Service Center
		1400 Old Country Road,  2nd Floor
		Westbury, NY 11590

ACKNOWLEDGED AND AGREED TO BY:

 

 

		/s/ Fred Argir
		Fred Argir

STATE OF MINNESOTA	)
	:  ss.:
COUNTY OF RAMSEY	)

 

On the 6th day of August, 2018, personally came Fred Argir and being known to me to be the individual described in, and who executed the foregoing General Release and Waiver, and duly acknowledged to me their signature above.

 

If you have medical and/or dental benefits, your coverage will end August 3, 2018.  You can elect to continue coverage for eighteen (18) months through COBRA by paying the full monthly premium, plus a 2% administration fee described below.

However, the Company will subsidize the premium rate for medical and dental coverage during the severance period in the same manner as if you were an active employee of the Company, provided we receive a fully executed, notarized and enforceable Release.  Below is the subsidize premium.

To take advantage of the subsidized rates, you must return your signed Release along with your COBRA election.  The COBRA notice with detailed information regarding your continuation coverage will be mailed to your home address shortly after your termination date. To limit interruption of your benefit continuation, you may email your election form directly to the Benefits Department at BenefitsDepartment@bn.com.

If you choose to continue your coverage after the severance period ends, you will be responsible for payment of the full monthly premium payments, plus a 2% administration fee.

If you become covered by other similar group medical and/or dental coverage including Medicare, your eligibility to continue coverage will cease.  Please notify the Benefits Department when you become covered in another group plan.

If you have a balance in your FSA account, you may be able to continue coverage under FSA COBRA.  You will be notified by the Benefits Department if you are eligible.  Should you choose to elect FSA COBRA continuation, you will be billed for your regular contribution plus a 2% administration fee through the end of the current enrollment period (December 2018).  Healthcare expenses incurred while your participation remains in effect are eligible for reimbursement from your FSA.

Your group life insurance coverage will be discontinued on August 3, 2018.  You may convert this coverage to an individual policy within thirty-one (31) days of the expiration.  If you are interested in converting your Group Term Life Insurance coverage and you would like rate information, please contact Liberty Mutual Insurance at 1-888-786-2688.

If you are enrolled in long-term disability, coverage will be discontinued on the August 3, 2018.

If you participate in the 401(k) Plan, your contributions will cease August 3, 2018. Fidelity will mail materials to your home address that will outline the choices available to you.  For further information, please call Fidelity at (800) 421-3844.

You will be paid for all unused and accrued vacation time as well as any unused personal time.

You will be eligible for assistance to relocate back to Minnesota (including complete cost of moving household belongings) within six (6) months from August 3, 2018 and reimbursement for four (4) months’ rent for your New York apartment at a rate of $5,500 per month.  If you breach any provision of the Release, you will be required to repay 100% of the relocation costs.

If you have questions on any of the above benefits, you can reach the Benefits Department through the HR Service Center at (800) 799-5335 or directly via email at BenefitsDepartment@bn.com.