ex10-43stckoptionagmtgj.htm


    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:

    


    
      	
               
      

            	
              1.

            	
              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”).

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      Option granted hereby shall not be treated as an incentive stock option
      under the Internal Revenue Code of 1986, as
  amended.

            


    

     

    
      	
               
      

            	
              3.

            	
              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.

            


    

     

    
      	
               
      

            	
              4.

            	
              The
      Optionee shall comply with and be bound by all the terms and conditions
      contained in this Agreement and the
Plan.

            


    

     

    
      	
               
      

            	
              5.

            	
              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.

            


    

     

    
      	
               
      

            	
              6.

            	
              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.

            


    

     

    
      	
               
      

            	
              7.

            	
              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.

            


    

     

    
      	
               
      

            	
              8.

            	
              In
      the event of a Change of Control prior to the Optionee’s termination of
      employment with the Company and its Subsidiaries, the Option shall, to the
      extent unvested, vest in full, except to the extent replaced by a
      Qualifying Replacement Award (as defined below).  A Qualifying
      Replacement Award shall mean a stock option or stock appreciation right
      relating to publicly traded shares of the Company or its successor in the
      Change of Control (or of the appropriate affiliate of such successor) that
      (i) has a value, as of such replacement, that is at least equal to the
      value of the Option (this provision shall be deemed satisfied to the
      extent that the exercise price and number of shares subject to the Option
      are equitably adjusted to reflect the relative market values of the common
      stock of the Company and the successor entity as of the Change of
      Control), (ii) is subject to the same vesting schedule and terms as the
      Option, (iii) provides for an acceleration of vesting in the event of a
      termination of the Optionee’s employment prior to April 2, 2011 that is
      (1) by the Company other than for Cause (as defined in the Plan, unless
      Cause is defined in an individual employment or severance agreement to
      which the Optionee is party, in which case such definition shall apply),
      (2) by the Optionee for Good Reason (as defined below), or (3) due to the
      Optionee’s death or Disability, and (iv) otherwise contains terms and
      conditions substantially similar to, and in any event no less favorable to
      the Optionee than, the terms and conditions of this
      Option.  Without limiting the generality of the foregoing, a
      Qualifying Replacement Award may take the form of a continuation of this
      Option award if the requirements of the preceding sentence are
      satisfied.

            


    

     

    
      	
               
      

            	
              9.

            	
              For
      purposes of Paragraph 8, a termination shall be deemed to be for “Good
      Reason” if such termination is (i) effectuated pursuant to a “good reason”
      or similar constructive termination right in an individual employment or
      severance agreement to which the Optionee is party, or (ii) if the
      Optionee is not party to any such agreement, initiated by the Optionee
      following the occurrence of any of the following: (1) an involuntary
      relocation that increases the Optionee’s commute by more than 35 miles,
      (2) a material reduction in either the Optionee’s base pay or the
      Optionee’s overall compensation opportunity from the levels in effect
      immediately prior to the Change of Control, or (3) a material reduction in
      the Optionee’s authority, duties, or responsibilities below the levels in
      effect immediately prior to the Change of
      Control.  Notwithstanding the foregoing, a termination shall be
      deemed to be for Good Reason under clause (ii) of this Paragraph 9 only if
      the Optionee provides written notice to the Company of the existence of
      one or more of the conditions described therein within 90 days following
      the Optionee’s knowledge of the initial existence of such condition, the
      Company fails to cure such condition during the 30-day period (the “Cure
      Period”) following its receipt of such notice, and the Optionee terminates
      employment within 180 days following the conclusion of the Cure
      Period.

            


    

     

    
      	
              10.

            	
              The
      validity and construction of this Agreement shall be governed by the laws
      of the State of Michigan.

            


    

     

    


    The
Optionee has executed this Agreement as of the day and year first above
written.

    


    Optionee:

     

                                             
                                                  George L.
Jones   

    Signature                                                                           Print
Name


    
      
        
          Please sign both
copies of this agreement, return one copy to the Stock Option Plan
Administrator/Benefits Department and retain the other for your records
.