BORDERS
GROUP, INC.
2004
LONG-TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
Optionee: George
L. Jones
Employee
ID: 00313956
Optioned
Shares: 200,000 shares of Borders Group, Inc. Common
Stock
Option
Type: Non-statutory Stock Option
Per
Share Option Price: $5.85
Option
Date: April 2, 2008
Date
Option Becomes Exercisable: 33 1/3% on April 2,
2009, 66 2/3% on April 2, 2010, 100% on April 2,
2011
Termination
Date: April 1, 2015
This
Stock Option Agreement (the “Agreement”) is
entered into and delivered as of the Option Date by and
between Borders Group, Inc. (the “Company”) and
the Optionee, an employee of the Company or a subsidiary of
the Company. The Optionee, by accepting the Option,
and the Company hereby agree as follows:
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1.
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The
Company, pursuant to the above Plan, which is incorporated herein
by reference, and subject to the terms and conditions thereof,
hereby grants to the Optionee an option to purchase the Optioned
Shares at the Per Share Option Price (the
“Option”).
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2.
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The
Option granted hereby shall not be treated as an incentive stock
option under the Internal Revenue Code of 1986, as
amended.
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3.
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The
Option granted hereby shall terminate, subject to the provisions of
the Plan, no later than at the close of business on the Termination
Date.
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4.
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The
Optionee shall comply with and be bound by all the terms and
conditions contained in this Agreement and the Plan.
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5.
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The
Option granted hereby shall be exercisable during the
Optionee’s lifetime only by the Optionee in accordance with
the terms of the Plan and shall not be assignable or transferable
except by will or applicable laws of descent and distribution;
provided, however, that the Option may be exercised pursuant to the
terms of this Agreement and the Plan after the death of the
Optionee by his Designated Beneficiary.
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6.
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The
obligation of the Company to sell and deliver any Common Stock
under this Option is specifically subject to all applicable laws,
rules, regulations and governmental and stockholder
approvals.
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7.
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Any
notice by the Optionee to the Company hereunder shall be in writing
and shall be deemed duly given if sent by registered or certified
mail addressed to the Company at its principal
offices. Any notice by the Company to the Optionee shall
be in writing and shall be deemed duly given if sent by registered
or certified mail addressed to the Optionee at the address set
forth in the books and records of the Company.
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