Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2020, Kanuj Malhotra submitted his resignation as an officer of
Barnes & Noble Education, Inc. (the "Company"), effective as of November 30,
2020 (the "Resignation Date"), in conjunction with the consolidation and
elimination of the roles of Executive Vice President, Corporate Development and
President, Digital Student Solutions, previously held by Mr. Malhotra.
In connection with Mr. Malhotra's resignation, the Company and Mr. Malhotra
entered into a resignation letter agreement (the "Resignation Letter"). Pursuant
to the terms of the Resignation Letter, effective November 30, 2020, Mr.
Malhotra will receive, among other things, a lump sum payment of an amount equal
to 1.0 times the sum of (i) his base salary ($550,000), (ii) his target annual
bonus for the 2021 fiscal year ($550,000), and (iii) the aggregate dollar amount
of the payments made or to be made in respect of employee benefits for eighteen
months ($41,500), totaling $1,141,500 in the aggregate. In addition, subject to
the terms and conditions of the Resignation Letter, including Mr. Malhotra's
cooperation in the transition of his responsibilities through the Resignation
Date, the Company will pay Mr. Malhotra his target fiscal year 2021 second
quarter target bonus of $99,000, in cash. As a condition to payment of all of
the foregoing amounts, Mr. Malhotra will execute a release of claims in favor
the Company and its affiliates following his termination of employment.
The foregoing summary of the Resignation Letter is not complete and is qualified
in its entirety by reference to the full text of the Resignation Letter, a copy
of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
BARNES & NOBLE EDUCATION, INC. 
