Exhibit 10.2
FIRST AMENDMENT TO THE
RESTATED BORDERS GROUP, INC.
ANNUAL INCENTIVE BONUS PLAN
The Borders Group, Inc. Annual Incentive Bonus Plan, as restated as of
March 17, 2005 (the
“Plan”) is hereby amended as follows:
1. The portion of Section 6 following paragraph (e) thereof is hereby deleted and replaced with
the following:
“For purposes of this Section 6, a Change in Control of
the Company shall occur upon the first
to occur of the following:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (the
“Exchange Act”) (a
“Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either the then outstanding shares of common stock of
the Company (the
“Outstanding
Company Common Stock”) or the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors (the
“Outstanding Company
Voting Securities”); provided, however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the
Company, (2) any acquisition by
the Company, (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by
the Company or any corporation controlled by
the Company
or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) of this definition; or
(ii) Individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by
the Company’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of
the Company (a
“Business Combination”), in each case,
unless, following such Business Combination, (1) the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as
Exhibit 10.2
a result of such transaction owns
the Company or all or substantially all of
the Company’s assets either
directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit plan (or related
trust) of
the Company or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the combined voting power of
the then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (3) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or
Except as herein amended, the Plan shall remain in full force and effect.
