NEO for good reason (including upon termination within two years following a change of control). The employment agreement has a
two-year
term
and renews automatically for one year unless either party gives notice of
non-renewal
at least three months prior to automatic renewal. The Company entered into employment letters outlining employment terms
with each of Messrs. Brover, Donohue, Malhotra and Miller on June 19, 2019. The employment letters provide the officers with severance payments and benefits upon termination of employment by the Company without cause or by the NEO
for good reason (including upon termination within two years following a change of control).
Employment
Arrangements-General Provisions
Pursuant to their employment agreement or letters, the annual base salaries of Messrs. Huseby, Brover,
Donohue, Malhotra and Miller can be no less than $1,100,000, $610,000, $500,000, $523,400 and $500,000, respectively, during the terms of their employment. Each of Messrs. Huseby, Brover, Donohue, Malhotra and Miller are eligible for a minimum
target annual incentive compensation award of not less than 150%, 100%, 85%, 100% and 85%, respectively, of his base salary, as determined by the Compensation Committee.
The employment agreements or employment letters also provide that the NEO is eligible for grants of equity-based awards under the
Barnes & Noble Education, Inc. Equity Incentive Plan. With respect to Messrs. Brover, Donohue, Malhotra and Miller, the amounts of such grants are determined by the Compensation Committee, and with respect to Mr. Huseby, the amount of
such equity award shall have an aggregate target value of 300% of his base salary. The employment agreement for Mr. Huseby and the employment letter for Mr. Brover also provide for $1,000,000 of life insurance and long-term disability
(providing for monthly payments of $12,800) payable during the disability period through the earlier of death or the attainment of age 65. Each of our NEOs is entitled to all other benefits afforded to executive officers and employees of the
Company.
Under their respective employment agreements or employment letters with the Company, our NEOs are subject to certain restrictive
covenants regarding competition, solicitation, confidentiality and disparagement. Mr. Husebys agreement contains
non-competition
and
non-solicitation
covenants that apply during the employment term and for the
two-year
period following the termination of employment.
Messrs. Brover, Donohue, Malhotra and Miller are restricted by a
non-competition
and
non-solicitation
covenant during their term of employment and for a
one-year
period thereafter. The confidentiality and
non-disparagement
covenants apply during the term of each respective employment letters of each NEO and at all times thereafter.
Employment Arrangements-Severance and Change of Control Benefits
Mr. Husebys employment agreement provides that he may be terminated by the Company upon death or disability or for
cause, and by Mr. Huseby without good reason. If Mr. Husebys employment is terminated by the Company upon death, disability or for cause, or by the NEO without good reason,
Mr. Huseby is entitled to payment of base salary through the date of death, disability or termination of employment.
If the
employment of Messrs. Huseby, Brover, Donohue, Malhotra or Miller is terminated by the Company without cause or by the NEO for good reason, the NEO is entitled, provided he signs a release of claims against the Company, to a
lump-sum
severance payment equal to
one-time
(or, in the case of Mr. Huseby, two times) (a) annual base salary, (b) with respect to Mr. Huseby, the average
of annual incentive compensation actually paid to Mr. Huseby with respect to the three completed years preceding the date of termination, and with respect to Messrs. Brover, Donohue, Malhotra and Miller, the target annual incentive compensation
for the fiscal year in which termination takes place, and (c) the cost of benefits.
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