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Separation Agreement

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1. Jonathan Bulkeley ("Employee"), on his behalf and on behalf of Employee's heirs, executors, administrators, successors and assigns (collectively, "Releasor"), hereby acknowledges and agrees that Employee's employment with barnesandnoble.com inc. and barnesandnoble.com llc (collectively, the "Company") terminated effective January 14, 2000 (the "Termination Date").


2. In accordance with the terms and conditions of this Agreement, Employee shall accept, as and on behalf of Releasor, and the Company shall deliver, on its behalf and on behalf of each Releasee (as defined below), the following consideration:


(a) Upon the execution of this Agreement by Employee and the Company, $808,625, less withholding for all applicable taxes and deductions.


(b) With respect to the vested options previously granted to Employee to purchase 1,000,000 shares of Class A Common Stock in the Company for $4.06 per share, not later than March 21, 2000 the Company shall (i) cause a third party to purchase such shares from Employee upon Employee's exercise of the foregoing options such that Employee shall receive not less $10,940,000 (after payment to the Company of the exercise price for such shares), less withholding for all applicable taxes and deductions, if any; or (ii) deliver to Employee $10,940,000, less withholding for all applicable taxes and deductions, in cancellation of the foregoing options.


(c) With respect to Employee's stock options in the Company, the Company and Employee acknowledge and agree as follows:


(i) in addition to the vested options referred to in
clause (b) above, Employee currently has vested
options to purchase an additional 35,000 shares of
Class A Common Stock in the Company for $4.06 per
share;


(ii) as of February 1, 2000, Employee shall have
additional vested options to purchase an additional
766,250 shares of Class A Common Stock in the Company
for $4.06 per share;


(iii) the vested options referred to in clauses (b), (c)(i)
and (c)(ii) above (collectively, the "Vested
Options") shall expire, and shall no longer be
exercisable, on or after December 31, 2000, and
except for such Vested Options, Employee has no
additional options to purchase any capital stock of
the Company, and any such options which may have
heretofore been granted are forfeited and of no


further force or effect; and


(iv) Employee agrees that, with respect to those shares
issuable upon the exercise of the Vested Options
referred to in clauses (c)(i) and (c)(ii) above,
Employee: (A) may sell or cause to be sold up to
400,000 of such shares in the aggregate during the
period from February 1, 2000 through May 31, 2000, at
the rate of no more than 20,000 of such shares on any
single day; and (B) may sell or cause to be sold up
to 401,250 of such shares in the aggregate during the
period from June 1, 2000 through December 31, 2000,
at the rate of no more than 5,000 of such shares on
any single day.


(d) All of the consideration set forth in subparagraphs (a), (b) and (c) above shall be referred to as the Termination Consideration.


(e) Employee acknowledges and agrees that (i) the Termination Consideration provides adequate consideration for all the terms of this Agreement and includes monetary and other benefits to which Employee was not otherwise entitled and which were not previously earned, accrued or vested; and (ii) any monetary or other benefits which, prior to the execution of this Agreement, may have been earned, accrued or vested, or to which Employee may have been entitled, are deemed to have been satisfied or such benefits have been released, waived or settled by Employee pursuant to this Agreement.


3. THIS PARAGRAPH PROVIDES A COMPLETE RELEASE AND WAIVER OF ALL EXISTING AND POTENTIAL CLAIMS EMPLOYEE MAY HAVE AGAINST EVERY PERSON AND ENTITY INCLUDED WITHIN THE DESCRIPTION BELOW OF "RELEASEE." BEFORE EMPLOYEE SIGNS THIS AGREEMENT, EMPLOYEE MUST READ THIS PARAGRAPH CAREFULLY, AND MAKE SURE THAT HE UNDERSTANDS IT FULLY.


(a) In consideration of Employee's receipt and acceptance of the Termination Consideration from and on behalf of the Company and each Releasee (as defined below), Releasor hereby irrevocably, unconditionally and generally releases Barnes & Noble, Inc. and the Company, and their respective current and former officers, directors, shareholders, trustees, parents, affiliates, subsidiaries, branches, divisions, agents, attorneys and employees, and the current and former officers, directors, shareholders, agents, attorneys and employees of any such parent, affiliate, subsidiary, branch or division of Barnes & Noble, Inc. and the Company, and the heirs, executors, administrators, receivers, successors, predecessors and assigns of all of the foregoing (collectively, "Releasee"), from or in connection with, and hereby waives and/or


settles, except as may otherwise be stated in this Agreement, any and all actions, causes of action, suits, debts, dues, sums of money, accounts, controversies, agreements, promises, damages, judgments, executions, or any liability, claims or demands, known or unknown and of any nature whatsoever and which Releasor ever had, now has or hereafter can, shall or may have as of the date of this Agreement, including, without limitation, arising directly or indirectly pursuant to or out of Employee's employment with the Company, the performance of services for the Company or any Releasee, the termination of such employment or services and/or any decision not to offer to Employee any employment with any Releasee subsequent to Employee's employment with the Company, except any claims arising out of, relating to or based upon the covenants, representations and acknowledgements made by the Company in this Agreement.


(b) Specifically, without limitation, the release in this paragraph 3 shall include and apply to any rights and/or claims (i) as to any options to purchase shares in the Company or any Releasee (except the Vested Options), including without limitation, under or pursuant to the Company's 1999 Incentive Plan and any Stock Option Agreement or Certificate issued thereunder, and Releasor expressly acknowledges that no options other than the Vested Options have vested or will vest and any options granted to Employee other than the Vested Options have been forfeited and/or are of no force or effect; (ii) as to any employee benefits or fringe benefits, vested or unvested, to which Employee is, may have been or may become entitled; (iii) arising under any contract, express or implied, written or oral, including without limitation, the Company's 1999 Incentive Plan and any Stock Option Agreement or Certificate issued thereunder, any other pension or employee benefit plan, policy or practice of any Releasee, the Employment Agreement made as of November 1, 1998 and effective as of November 1, 1998, and the Amended and Restated Employment Agreement made as of September 20, 1999 and effective as of November 1, 1998, and Releasor expressly acknowledges that all of the foregoing are of no force or effect with respect to Releasor; (iv) for wrongful dismissal or termination of employment; (v) arising under any applicable foreign, federal, state, local or other statutes, orders, laws, ordinances, regulations or the like, or case law, that relate to employment or employment practices and/or, specifically, that prohibit discrimination based upon age, race, religion, sex, national origin, disability or any other unlawful bases, including without limitation, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Americans with Disabilities Act of 1990, as amended, the Family Medical Leave Act of 1993, as amended, the Employee Retirement Income Security Act of 1990, as amended, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Workers Adjustment and Relocation Notice Act, as amended, the Fair Labor Standards Act, as amended, the Vietnam Era Veterans' Readjustment Assistance Act, as amended, the Equal Pay Act, as amended, and any similar applicable statutes, orders, laws, ordinances, regulations or the like, or case law, of New York and any State (or any political subdivision thereof) in which the Company transacts business, and all applicable rules and regulations promulgated pursuant to or concerning any of the foregoing statutes, orde
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