EX-1
from SC 13D/A
3 pages
As You Know, on August 3, 2010, Barnes & Noble, Inc. (The “Company”) Announced That Its Board of Directors (The “Board”) Intends to Evaluate Strategic Alternatives to Enhance Stockholder Value, Including, Without Limitation, Engaging in the Process of Considering the Possible Negotiated Sale of the Company (The “Possible Sale Process”), to Be Overseen by a Special Committee Appointed by the Board in Connection With the Possible Sale Process (The “Special Committee”). We Understand That in Your Capacity as a Stockholder You Are Evaluating, and May Participate In, the Possible Sale Process, and Such Participation Could Include, Without Limitation, (I) Your Possible Offer to Participate (Directly or Through an Affiliate of Yours, Other Than the Company or Any of Its Subsidiaries (Any Such Affiliate, a “Stockholder Affiliate”)) in the Negotiated Acquisition of the Company in Connection With the Possible Sale Process, Including, Without Limitation, as a Member of a Group Formed for the Purpose of Such Negotiated Acquisition, in Any Such Case Subject to This Letter Agreement (This “Agreement”), or (II) the Possible Sale of Your Ownership Interest in the Company in Connection With the Possible Sale Process. This Agreement Sets Forth Certain Mutual Agreements Regarding the Treatment of Certain Confidential and Proprietary Information Concerning the Company and Certain Other Aspects of the Possible Sale Process. Reference Is Made Herein to That Certain Letter Agreement (The “Employment Agreement”) Entered Into Between You and the Company on May 12, 2010 Regarding Your Service With the Company
12/34/56
