Borders Group, Inc. Restricted Share Unit Grant Agreement
EXHIBIT
10.64
Borders
Group, Inc.
2004
Long-Term Incentive Plan
This
Restricted Share Unit Grant Agreement (the “Agreement”), dated as of March 17,
2005 (the “Grant Date”), is made by and between Borders Group, Inc. (the
“Company”) and _____________ (the “Participant”).
RECITALS
The
Borders Group, Inc. 2004 Long-Term Incentive Plan (the “Plan”) provides for the
grant of restricted share units (the “RSUs”) that equate to shares of the
Company’s common stock (the “Common Stock”). Pursuant to the terms of the Plan,
the Compensation Committee of the Company’s Board of Directors (the “Committee”)
has decided to grant you RSUs. Capitalized terms that are not otherwise defined
in this Agreement shall have the same meaning as when used in the
Plan.
NOW,
THEREFORE, the parties to this Agreement, intending to be legally bound hereby,
agree as follows:
1. Grant
of RSUs. Subject
to the terms and conditions set forth in this Agreement and in the Plan, the
Company hereby grants to you __________ RSUs.
2. Vesting;
Time and Form of Distribution.
(a) Your RSUs
will vest on March 17, 2009 if the Company satisfies the Earnings Per Share
(“EPS”) target established by the Committee as of the last day of any fiscal
year from fiscal year 2005 through and including fiscal year 2008 and your
employment with the Company does not terminate prior to March 17, 2009. If your
RSUs have not otherwise vested as of March 17, 2009, your RSUs will vest as of
the last day of fiscal year 2009 or 2010, but only if the Company achieves the
EPS target established by the Committee as of the last day of such fiscal year
and your employment does not terminate prior to the vesting date. The Committee
shall determine at the end of each fiscal year whether or not the EPS goal has
been achieved with respect to such fiscal year based on GAAP EPS subject to such
adjustments as the Committee shall determine to be appropriate. If your
employment with the Company or any Subsidiary terminates for any reason other
than Retirement, death or Disability, before the later of March 17, 2009 or the
date upon which the RSUs vest, the RSUs will be immediately forfeited and
cancelled. If the Company does not achieve the EPS target by the last day of
fiscal 2010, the RSUs will be immediately forfeited and cancelled. Unless the
Committee determines otherwise, if your employment with the Company or any
Subsidiary terminates before your RSUs are fully vested because of your
Retirement, death or Disability, the vesting of such RSUs will remain subject to
the applicable provisions of the Plan.
(b) Subject
to withholding under Section 4, you will receive a distribution of Common Stock
or cash, as is determined in the sole discretion of the Committee, with respect
to your RSUs as and when your RSUs become vested in accordance with subsection
(a) above, as soon as reasonably practicable following the vesting
date.
3. Change
of Control. The
provisions of the Plan applicable to a Change of Control (as defined in the
Plan) will apply to your RSUs, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to the Plan.
4. Withholding. Unless
the Committee provides otherwise, the number of shares of Common Stock and or
cash distributed to you with respect to your RSUs will be reduced by a number of
shares of Common Stock and or cash sufficient to satisfy the amount of any
withholding tax associated with the distribution. The Company shall have the
right to require you or your Designated Beneficiary to remit to the Company an
amount sufficient to satisfy foreign, federal, state and local withholding
requirements.
5. Grant
Subject to Plan Provisions. This
grant is made pursuant to the Plan, the terms of which are incorporated herein
by reference, and in all respects will be interpreted in accordance with the
Plan. The Committee has the authority to interpret and construe this Agreement
pursuant to the terms of the Plan, and its decisions are conclusive as to any
questions arising hereunder. This RSU grant and this Agreement are subject to
the terms and conditions of the Plan and, in the
event of any conflict, the terms of the Plan shall control.
6. No
Employment or Other Rights. The
grant of RSUs does not confer upon you any right to be employed by the Company
or any Subsidiary and will not interfere in any way with the right of the
Company or any Subsidiary to terminate your employment at any time. The right of
the Company or any Subsidiary to terminate your employment at will at any time
for any reason is specifically reserved. You will not have any interest in any
fund or specific assets of the Company by reason of this grant.
7. No
Shareholder Rights. Neither
you, nor any person entitled to receive distribution in the event of your death,
will have any of the rights and privileges of a Company shareholder with respect
to shares of Common Stock, until shares of Common Stock have been
issued.
8. Nontransferability. Except
for tax withholding, your rights and interests under this Agreement may not be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of
except, in the event of your death, by will or by the laws of descent and
distribution.
9. Applicable
Law. The
validity, construction, interpretation and effect of this instrument will be
governed by and construed in accordance with the laws of the State of Michigan,
without giving effect to the conflicts of laws provisions thereof.
10. Notice. Any
notice to the Company or the Committee provided for in this Agreement shall be
addressed to Borders Group, Inc. in care of The
Secretary, Borders Group, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇, and any
notice to you will be addressed to you at the current address shown on the books
and records of the Company or its Subsidiaries. Any notice shall be sent by
registered or certified mail.
11. Discretionary
Nature of Plan. The
Plan is discretionary in nature, and the Company may suspend, modify, amend or
terminate the Plan in its sole discretion at any time, subject to the terms of
the Plan. This RSU grant under the Plan is a one-time benefit and does not
create any contractual or other right to receive additional RSUs or other
benefits in lieu of RSUs in the future. Future grants, if any, will be at the
sole discretion of the Committee, including, but not limited to, the timing of
any grant, the number of RSUs granted, and the vesting provisions.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized representative and the Participant has hereunto set his hand
effective as of the Grant Date.
BORDERS
GROUP, INC.
By:
_____________________________
Its: Sr.
Vice President, Human Resources
Date:
____________________________
I hereby
accept the RSUs granted pursuant to this Agreement, and I agree to be bound by
the terms of the Plan and this Agreement. I hereby further agree that all the
decisions and determinations of the Committee will be final and
binding.
___________________________________________
Participant Date