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Form 8-K BARNES & NOBLE INC For: Jan 20

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January 20, 2015 8:44 AM EST
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):��January 20, 2015�(January 20, 2015)
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BARNES & NOBLE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-12302
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06-1196501
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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122 Fifth Avenue, New York, New York
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10011
(Address of principal executive offices)
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(Zip Code)
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Registrants 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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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.
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Retirement and Advisory Agreement with Mitchell S. Klipper
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Effective on January 20, 2015 (the Effective Date), Barnes & Noble, Inc. (the Company) entered into a Retirement and Advisory Agreement with Mitchell S. Klipper (the Advisory Agreement), pursuant to which he will retire as the Chief Executive Officer  Barnes & Noble Retail Group and transition to Special Advisor to the Company.��Mr. Klipper was previously employed with the Company pursuant to an employment agreement, dated as of March 17, 2010 (the Prior Agreement), filed as Exhibit 10.2 to the Companys Form 8-K filed on March, 19, 2010.��The Advisory Agreement amends the Prior Agreement.��Mr. Klipper will remain in his current position as the Chief Executive Officer  Barnes & Noble Retail Group from the Effective Date through May 2, 2015 (the Remaining Term).��Beginning on May 3, 2015 and ending on May 3, 2019 (the Advisory Term), Mr. Klipper will serve as Special Advisor to the Company.
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Mr. Klipper will be entitled to his current annual base salary through the Remaining Term and he will be entitled to his annual bonus for the Companys 2015 fiscal year, ending May 2, 2015, determined as set forth in his Prior Agreement and based on his current annual target bonus.��During the Advisory Term, his annual base salary will be $400,000.00 and he will not be eligible to receive an annual bonus (other than his bonus for the Companys 2015 fiscal year).��From the Effective Date through the termination of the Advisory Term, 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.��Under the Advisory Agreement, all outstanding unvested equity awards held by Mr. Klipper will vest upon the Effective Date.
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During the Remaining Term, Mr, Klipper will continue to be eligible for the severance benefits payable under the Prior Agreement.��During the Advisory Term, in the event that his employment is terminated by the Company without cause or if he voluntarily terminates his employment for good reason, in each case as defined in the Prior Agreement, subject to the execution of a release of claims against the Company and provided he has not materially breached the Prior Agreement or the Advisory Agreement, Mr. Klipper will be entitled to (i) a payment equal to the annual base salary he would have received had he remained employed through the remaining term of the Advisory Agreement and (ii) continued benefits through the remaining term of the Advisory Agreement.��Upon any other termination of employment during such period, Mr. Klipper will only be entitled to receive any earned but unpaid salary through the date of termination and continued health and medical benefits through May 3, 2019.��During the Remaining Term, Mr. Klipper will continue to be eligible for payments in connection with a change of control under the Prior Agreement, but he will not be eligible for such payments thereafter.
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The foregoing description of the Advisory Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Advisory Agreement filed as Exhibit 10.1 to this report and incorporated by reference herein.
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Item 9.01.� Financial Statements and Exhibits
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(c)���Exhibits:
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Exhibit No.
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Description of Exhibit
10.1
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Retirement and Advisory Agreement between Barnes & Noble, Inc. and Mitchell S. Klipper, dated January 20, 2015
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99.1
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Press Release of Barnes & Noble, Inc., dated January 20, 2015

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SIGNATURES
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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.
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BARNES & NOBLE, INC.,
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Date: January 20, 2015
By:
/s/�Bradley A. Feuer �
� � Name:�Bradley A. Feuer �
� � Title:�� Vice President, General Counsel and Corporate Secretary �
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Barnes & Noble, Inc.
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
10.1
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Retirement and Advisory Agreement between Barnes & Noble, Inc. and Mitchell S. Klipper, dated January 20, 2015
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99.1
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Press Release of Barnes & Noble, Inc., dated January 20, 2015

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Exhibit 10.1
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January 20, 2015

Mr. Mitchell S. Klipper
122 Fifth Avenue
New York, NY 10011

Re:��Retirement and Advisory Agreement

Dear Mr. Klipper:

This Retirement and Advisory Agreement (the Advisory Agreement) is intended to amend the employment agreement between you and Barnes & Noble, Inc. (the Company), dated as of March 17, 2010 (the Employment Agreement), and to set forth our mutual understanding regarding your retirement as Chief Executive Officer  Barnes & Noble Retail Group and transition to Special Advisor to the Company.��Any matters referred to in your Employment Agreement that are not expressly addressed in this Advisory Agreement shall continue to be governed by the terms of your Employment Agreement, which remains in full force and effect except as modified hereby.��Any capitalized terms that are not otherwise defined herein shall have the meanings assigned thereto in your Employment Agreement.

Accordingly, we are pleased to agree as follows:

1.� Term.��For purposes of this letter agreement, (A)�the Remaining Term shall mean the period beginning on the date hereof and expiring on May 2, 2015 and (B)�the Advisory Term shall mean the period beginning on May 3, 2015 and expiring on May 3, 2019; provided that the Remaining Term and the Advisory Term shall terminate on such earlier date on which your employment is terminated by the Company or you for any reason or no reason.��Your employment shall terminate upon your death and may be terminated by the Company upon written notice to you following your Disability.��Your employment may also be terminated by the Company immediately for Cause or following two weeks written notice to you for any other reason.��Your employment may also be terminated by you immediately following written notice to the Company of your intention to resign.

2.� Duties.��You shall remain in your current position of Chief Executive Officer  Barnes & Noble Retail Group through the expiration of the Remaining Term, during which period you shall continue to perform those duties (a) set forth in Section 1 of your Employment Agreement and (b) required for the transition of your current duties and responsibilities to the next Chief Executive Officer  Barnes & Noble Retail Group or such other officer or officers of the Company who shall be assigned such duties and responsibilities.��During the Advisory Term, you shall transition to and assume the responsibilities of a Special Advisor to the Company, and in such capacity you shall perform such duties and have such responsibilities (i) as are reasonably requested by either of the Executive Chairman or Chief Executive Officer of the Company, solely with respect to matters relating to your skills, experience and expertise regarding real estate operations, and (ii) pertaining to the transition of your current duties and responsibilities to the next Chief Executive Officer  Barnes & Noble Retail Group or such other officer or officers of the Company who shall be assigned such duties and responsibilities.
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3.� Compensation.

a.� Salary.��During the Remaining Term, your current annual base salary as of the date hereof shall remain in effect and be paid in accordance with Section 3.1 of your Employment Agreement.��During the Advisory Term, your annual base salary shall be U.S. $400,000.00, payable in accordance with the Companys payroll schedule to executive officers of the Company.��Section 3.1 of your Employment Agreement shall cease to apply as of the commencement of the Advisory Term.

b.� Bonus.��Your annual bonus for the Companys 2015 fiscal year shall be determined as set forth in Section 3.2 of your Employment Agreement based on your annual target bonus amount as of the date hereof.��During the Advisory Term, you shall not be eligible to receive an annual bonus, and Section 3.2 of your Employment Agreement shall cease to apply effective as of the commencement of the Advisory Term, except that you shall remain eligible to receive an annual bonus for fiscal year 2015 in accordance therewith.

c.� Benefits.��From the date hereof through the termination of the Advisory Term, you shall continue to be entitled to the benefits set forth in Sections 3.3, 3.4, 3.6 and 3.7 of your Employment Agreement.

d.� Equity Awards.��All outstanding unvested equity awards that you hold as of the date hereof shall vest upon the execution and delivery of this Advisory Agreement by the parties hereto, and Section 3.5 of your Employment Agreement shall cease to apply effective as of the execution and delivery of this Advisory Agreement by the parties hereto.

e.� Severance.��During the Remaining Term, you shall continue to be eligible for the Severance Amount, but Section 3.8 of the Employment Agreement shall cease to apply effective as of the commencement of the Advisory Term.��Notwithstanding any other provision of this Advisory Agreement, in the event that, during the Advisory Term, your employment is terminated by the Company without Cause or you voluntarily terminate your employment for Good Reason, you shall be entitled to (i) the annual base salary you would have received had you remained employed through May 3, 2019 (the Advisory Severance Amount) and (ii) continued participation in the benefits set forth in Sections 3.3 and 3.7 of your Employment Agreement (or at the Companys discretion,
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participation in equivalent benefits obtained by the Company for you that shall be as close as reasonably possible to those benefits that you receive as of the date of termination) through May 3, 2019 (the Advisory Severance Benefits), in each case less all applicable withholding and other applicable taxes and deductions; provided that (x) you execute and deliver to the Company, and do not revoke, a Release and (y) you have not materially breached as of the date of such termination any provisions of your Employment Agreement or this Advisory Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below).��The Companys obligation to make such payment and to provide such benefits shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made or benefits have been provided, you shall repay to the Company such payment and the value of such benefits within 30 days after demand therefor; provided, however, such repayment shall not be required if the Company shall have materially breached your Employment Agreement or this Advisory Agreement prior to the time of your breach.��The Advisory Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in the Release) has expired, and the Advisory Severance Benefits shall commence on the date your employment terminates.��Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Advisory Severance Amount shall not be paid and the Advisory Severance Benefits shall terminate.��For the avoidance of doubt, (A) you expressly agree that the change in your authority, duties or responsibilities in connection with your transition to Special Advisor shall not constitute Good Reason for purposes of this Advisory Agreement and (B) upon the expiration of the Advisory Term, or upon the termination of your employment for Cause or due to the expiration of this Advisory Agreement or by your death or Disability, or by your voluntary termination of your employment hereunder for any reason other than Good Reason, you shall be entitled only to the payment of such installments of your annual base salary that have been earned through the date of such expiration and/or termination and, other than in connection with the expiration of the Advisory Term, the Company shall provide you and your dependents continued participation in the Companys health and medical benefits (or at the Companys discretion, participation in equivalent benefits obtained by the Company for you and your dependents that shall be as close as reasonably possible to those benefits that you and your dependents receive as of the date of termination) through May 3, 2019.

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f.� Change of Control Payments.��During the Remaining Term, you shall continue to be eligible for the Change of Control payments set forth in Section 3.9 of the Employment Agreement, but Section 3.9 of the Employment Agreement shall cease to apply effective as of the commencement of the Advisory Term.��For the avoidance of doubt, in the event that at any time after the expiration of the Remaining Term there is a Change of Control, you shall not be entitled to any enhanced severance payments or benefits as a result of or in connection with such Change of Control.

4.� Indemnification and Hold Harmless.��The Company shall indemnify, defend and hold you harmless from any and all claims, suits, demands, settlement, judgments, arbitration awards and the like (collectively Claims) against or pertaining to you (unless your conduct out of which such Claim arises constitutes willful misconduct or gross negligence) which arise based on the facts and circumstances, in part or in whole, from any facts or circumstances which occurred on or before the expiration or termination of this Advisory Agreement, and which have or will be filed before, on or after the expiration or termination of this Advisory Agreement, based on any facts and circumstances taken by you in the course of your duties hereunder.
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5.� Miscellaneous.

a.� Entire Agreement.��This Advisory Agreement and the Employment Agreement constitute the entire agreement between you and the Company with respect to the terms and conditions of your employment by the Company and supersedes all prior agreements, understanding and arrangements, oral or written, between you and the Company with respect to the subject matter hereof and thereof.��You acknowledge and agree that this Advisory Agreement constitutes a modification of your rights under the Employment Agreement and any other agreement between you and the Company providing for compensation, benefits and severance payments or benefits or any other plan, program, policy or arrangement providing for such benefits.��Notwithstanding the foregoing, all other terms of the Employment Agreement (including Sections 4, 5 and 6 thereof) and any such other agreement that have not been modified by this Advisory Agreement shall remain in full force and effect; provided that the term Relevant Period shall mean the term of your employment under this Advisory Agreement (whether during the Remaining Term or the Advisory Term) and a period of two years following the termination of such employment for any reason.

b.� Incorporation by Reference.��Except as set forth in Section 5(a) above, Section 6 of the Employment Agreement shall apply to this Advisory Agreement as if this Advisory Agreement were the Employment Agreement.



[Signatures Are On The Following Page]
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If the foregoing accurately reflects our agreement, kindly sign and return to us the enclosed duplicate copy of this letter.

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� Very truly yours,� �
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� BARNES & NOBLE, INC.� �
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� By:� /s/ Michael P. Huseby �
� � Name:��Michael P. Huseby �
� � Title:��� Chief Executive Officer �
� � Date:��� January 20, 2015� �
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Accepted and Agreed to:� � �
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By:� /s/ Mitchell S. Klipper� � �
� Name:���Mitchell S. Klipper � �
� Title:���� Chief Executive Officer of Barnes & � �
� ����� Noble Retail Group � �
� Date:��� January 20, 2015� � �
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[Signatures Page to Employment Agreement]
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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Media Contact:
Mary Ellen Keating
Senior Vice President
Corporate Communications
Barnes & Noble, Inc.
(212) 633-3323
Investor Contact:
Andy Milevoj
Vice President, Investor Relations
Barnes & Noble, Inc.
(212) 633-3489
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Barnes & Noble Announces Retail CEO to Retire
Will Remain As Special Real Estate Advisor
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New York, NY (January 20, 2015)Barnes & Noble, Inc. (NYSE: BKS) today announced that Mitchell Klipper, Chief Executive Officer of the Retail Group, will retire at the end of the fiscal year, ending May 2nd, but will remain with the Company in the role of special advisor on real estate and other matters.��The Company said it has begun a search to fill Mr. Klippers position and that he will help with the selection of the new Retail CEO and in the transition process.
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Mitchell Klippers contributions to Barnes & Noble have been nothing short of spectacular, said Leonard Riggio, Chairman of Barnes & Noble, Inc. He, more than anyone, has been the architect of our bookstore superstore expansion all across America.��I cannot thank him enough for all he has done for our company, and for what he has meant to me as a friend and colleague.��Fortunately, he leaves behind an excellent management team, and will stay on as an advisor.
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Ive spent the past 28 years doing what I love and it has been an amazing journey building this great company into what it is today, said Mr. Klipper.��It has been my honor to work alongside Len Riggio, one of the greatest retailers in America.��Theres nothing more satisfying than to know that youve been part of creating something that has opened the world of books to the reading public while providing 30,000 plus jobs to people across America.��Mr. Klipper added that he looks forward to continuing to serve the Company as a special advisor.
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About Barnes & Noble, Inc.
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Barnes & Noble, Inc. (NYSE: BKS) is a Fortune 500 company and the leading retailer of content, digital media and educational products.� The Company operates 658 Barnes & Noble bookstores in 50 states, and one of the Webs largest e-commerce sites, BN.com (www.bn.com).� Its NOOK digital business offers award-winning NOOK� products and an expansive collection of digital reading and entertainment content through the NOOK Store� (www.nook.com), while Barnes & Noble College Booksellers, LLC operates 714 bookstores serving over five million students and faculty members at colleges and universities across the United States.
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General information on Barnes & Noble, Inc. can be obtained by visiting the Companys corporate website: www.barnesandnobleinc.com.
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Forward-Looking Statements
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This press release contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) and information relating to Barnes & Noble that are based on the beliefs of the management of Barnes & Noble as well as assumptions made by and information currently available to the management of Barnes & Noble. �When used in this communication, the words anticipate, believe, estimate, expect, intend, plan, will, forecasts, projections,�and similar expressions, as they relate to Barnes & Noble or the management of Barnes & Noble, identify forward-looking statements.
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Such statements reflect the current views of Barnes�& Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the effect of the proposed separation of NOOK Media, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes�& Nobles products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes�& Nobles computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher-than-anticipated store closing or relocation costs, higher interest rates, the performance of Barnes�& Nobles online, digital and other initiatives, the success of Barnes�& Nobles strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, risks associated with the commercial agreement with Samsung, the potential adverse impact on the Companys businesses resulting from the Companys prior reviews of strategic alternatives and the potential separation of the Companys businesses (including with respect to the timing of the completion thereof), the risk that the transactions with Pearson and Samsung do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Medias applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion previously undertaken, including any risks associated with a reduction of international operations following termination of the Microsoft commercial agreement, the risk that NOOK Media is not able to perform its obligations under the Pearson and Samsung commercial agreements and the consequences thereof, the risks associated with the termination of Microsoft commercial agreement, including potential customer losses, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes�& Nobles Annual Report on Form 10-K for the fiscal year ended April�27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10-Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes�& Nobles control, including those factors discussed in detail in Item�1A, Risk Factors, in Barnes�& Nobles Annual Report on Form 10-K for the fiscal year ended May 3, 2014, and in Barnes�& Nobles other filings made hereafter from time to time with the SEC.
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Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described as anticipated, believed, estimated, expected, intended or planned. �Subsequent written and oral forward-looking statements attributable to Barnes & Noble or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. �Barnes & Noble undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this communication.
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