BARNES Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 18, 2017, Barnes & Noble, Inc. (the “Company”) issued a press release announcing that DavidS. Deason resigned from his position as Vice President of Development of the Company, effective as of July 17, 2017.
In connection with Mr. Deason’s resignation from employment, the Company and Mr. Deason have entered into a Consulting Agreement, dated July 18, 2017 (the “Consulting Agreement”), to which the Company and Mr. Deason have agreed that Mr. Deason will provide consulting services to the Company until the later of (a) 30 days after receipt by either party of written notice from the other party of an intent to terminate the consulting services or (b) December 31, 2017. to the Consulting Agreement, Mr. Deason will provide analysis, review, negotiation and strategic management services to the Company’s existing store portfolio/real estate. In addition, Mr. Deason will identify and develop new store opportunities.
Under the Consulting Agreement, Mr. Deason will be paid a monthly fee of $35,000, which will be pro-rated for partial months. Such monthly fee is guaranteed to be paid in all events through December 31, 2017. In addition, Mr. Deason will be eligible to continue his medical coverage to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, until December 31, 2017 at the subsidized employee premium rate. Mr. Deason will also be reimbursed for reasonable business expenses.
Under the terms of the Consulting Agreement, Mr. Deason has agreed not to (i) during the consultancy period and one year thereafter, recruit or hire any Company employee assigned to Mr. Deason during the consultancy period or (ii) during the consultancy period and six months thereafter, perform services for any competitor of the Company. Mr. Deason is also bound by a perpetual confidentiality covenant and a covenant to which Mr. Deason agrees that the Company will own all rights to work product created by Mr. Deason during the consultancy period.
The foregoing description of the Consulting Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Consulting Agreement, which will be filed as an exhibit to the Company’s periodic report filed to the Securities Exchange Act of 1934, as amended, for the quarter ending July30, 2017.
About BARNES & NOBLE, INC. (NYSE:BKS)
Barnes & Noble, Inc. is a bookseller. The Company is a content and commerce company, which provides access to trade books and other content across its multi-channel distribution platform. It operates in two segments: Barnes & Noble Retail (B&N Retail) and NOOK. The Company is engaged in the sale of trade books (generally hardcover and paperback consumer titles), mass market paperbacks (such as mystery, romance, science fiction and other fiction), children’s books, eBooks and other digital content, textbooks and course-related materials, NOOK and related accessories, bargain books, magazines, gifts, cafe products and services, educational toys and games, music and movies direct to customers through its bookstores or on www.barnesandnoble.com. The Company also offers a textbook rental option to its customers through barnesandnoble.com. The Company offers its customers a suite of textbook options-new, used, digital and rental.
