notice of
non-renewal
at least three months prior to automatic renewal. The Company entered into an employment letter outlining employment terms with
Mr. Malhotra on July 22, 2015 and a similar form of employment letter with Mr. Miller on April 13, 2017. The employment letters provide Messrs. Malhotra and Miller with severance payments and benefits upon termination of
employment by the Company without cause or by the NEO for good reason (including upon termination within two years following a change of control). Messrs. Malhotra and Miller are employed at will.
Employment Arrangements-General Provisions
Pursuant to their employment agreements, the annual base salaries of Messrs. Huseby, Brover, and Maloney, can be no less than $1,100,000,
$505,000, and $767,000, respectively, during the terms of their employment. With respect to Messrs. Brover and Maloney, each NEO is eligible for a minimum target annual incentive compensation award of 75%, and 125% of his base salary, respectively.
Mr. Huseby is entitled to receive annual bonus compensation as determined by the Compensation Committee. The annual base salary of Mr. Malhotra can be no less than $515,000 during the term of his employment, and he is eligible for a
minimum target annual incentive compensation award of not less than 70% of his base salary, which we subsequently increased to 100%. Mr. Millers initial annual base salary was $475,000, and he is eligible for a minimum target annual
incentive compensation award of 50% of base salary (which was subsequently increased to 60% in September of 2017).
The employment
agreements or employment letters also provide that the NEO is eligible for grants of equity-based awards under the Barnes & Noble Education, Inc. Equity Incentive Plan. With respect to Messrs. Brover, Maloney, Malhotra and Miller, the
amounts of such grants are determined by the Compensation Committee, and with respect to Mr. Huseby, the amount of such equity award shall have an aggregate target value of 300% of his base salary. The employment agreements provide for a $1,500
monthly car allowance, with the exception of Messrs. Huseby, Malhotra and Miller. The employment agreements for Messrs. Brover, Maloney and Huseby also provide for $1,000,000 of life insurance and long-term disability (providing for monthly payments
of $12,800) payable during the disability period through the earlier of death or the attainment of age 65. Each of our NEOs is entitled to all other benefits afforded to executive officers and employees of the Company.
Under their respective employment agreements or employment letters with the Company, our NEOs are subject to certain restrictive covenants
regarding competition, solicitation, confidentiality and disparagement. The
non-competition
and
non-solicitation
covenants apply during each of the employment terms of
Messrs. Brover, Maloney, and Huseby and for the
two-year
period following the termination of employment of Messrs. Brover, Maloney and Huseby.
Messr. Malhotra and Miller are restricted by a
non-competition
and
non-solicitation
covenant during their term of employment and for a
one-year
period thereafter. The confidentiality and
non-disparagement
covenants apply during the term of each respective employment agreement of each NEO and at all times thereafter.
Employment Arrangements-Severance and Change of Control Benefits
The employment agreements provide that the employment of Messrs. Huseby, Brover, and Maloney may be terminated by the Company upon death or
disability or for cause, and by the NEO without good reason. If the employment of Messrs. Brover, Maloney, or Huseby is terminated by the Company upon death, disability or for cause, or by the NEO without
good reason, the NEO is entitled to payment of base salary through the date of death, disability or termination of employment.
If the employment of Messrs. Huseby, Brover, Maloney or Malhotra is terminated by the Company without cause or by the NEO for
good reason, the NEO is entitled, provided he signs a release of claims
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