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Borders Group
 
 
 
       §
    
    You will be issued a non-statutory stock option grant for 25,000 options and a
restricted share grant for 5,500 shares of Borders Group, Inc. stock on the date that
annual grants for Officers are made in 2007.§
    
    You will be given the opportunity to make a one-time restricted stock purchase of up
to $1 million at a 20% discount to the Fair Market Value of BGI stock on your hire
date. You will receive a tandem stock option grant if you purchase stock. You will be
granted one option for every share purchased up to a maximum of 25,000 options.§
    
    Annually, the Management Stock Purchase Right under the Plan allows you to use up to
100% of your annual incentive bonus (with a minimum purchase requirement of 20% of your
bonus) to make a restricted stock purchase. The discount on this purchase is 20%, 30%
or 40% depending on the number of years (2, 3, or 4 years respectively) from the
purchase date that you choose to have the shares restricted.




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Vacation:
    
 
 
  /S/ KENNETH H. ARMSTRONG
    
    JANUARY 12, 2007NAME
    
    DATE




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2007 Relocation Assistance Program
 Executive Vice President, Stores




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Relocation Assistance Program For Vice President Level Employees
 Table of Contents
 Section I.
    
    Eligibility
    
    
    3Section II.
    
    Policy Components
    
    
    4Section III.
    
    Home Sale Assistance
    
    
    5-6Section IV.
    
    Destination Assistance
    
    
    7-8Section V.
    
    Moving and Storing Household
Belongings
    
    
    9Section VI.
    
    Miscellaneous Expense
Allowance
    
    
    10Section VII.
    
    General Information
    
    
    11Section VIII.
    
    Relocation Agreement
    
    
    12




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Section I. Eligibility
   current new
 not
      In addition, you must submit evidence that the relocation has resulted in a change in your
primary residence (e.g. a deed, lease or other evidence satisfactory to BGI), within thirty (30)
days of your six (6) month anniversary date. In the event that you are unable to submit
satisfactory evidence of your relocation, you may be required to reimburse BGI for all or a portion
of your BGI relocation assistance, at BGIs sole discretion.




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Section II. Policy Components
 Policy Components  Vice President Level Employees
 I.
    
    Home Sale Program (Existing Location)
 A.
    
    Realtor referrals availableB.
    
    Coverage of reasonable closing costs  capped at $60,000 to help offset the
following expenses
 1.
    
    Real estate sales commission2.
    
    Attorneys fees3.
    
    Title fees, title policy, escrow fees, when required of the seller4.
    
    Mortgage prepayment penalties5.
    
    State and federal transfer fees and/or stamps6.
    
    Document preparation
 II.
    
    Home Purchase (New Location)
 A.
    
    Realtor referrals availableB.
    
    Closing costs capped at $10,000
 1.
    
    Up to 2 discount points, including buyer loan origination fee2.
    
    Appraisal report, credit report, and survey fees3.
    
    Escrow fee, excluding insurance deposit4.
    
    Mortgagees title policy, abstract, or title guarantee5.
    
    Recording of mortgage and deed6.
    
    State transfer tax7.
    
    Attorneys fee, notary fees, and document preparation fees8.
    
    Pest inspection fees9.
    
    Endorsement fees
 III.
    
    Lump Sum Allowance
 A.
    
    $50,000 (less taxes) will be provided to help you and your family with the
following expenses:
 1.
    
    Homefinding trips (i.e., meals, hotel, mileage, etc.)2.
    
    Temporary living expenses, (i.e., rental car, babysitter)3.
    
    Rental and lease termination assistance4.
    
    Move-related expenses (i.e., boxes, blankets, etc.)5.
    
    Additional home disposition and acquisition expenses.
 IV.
    
    Household Goods Move and Storage
 A.
    
    All coverage capped at $20,000
 1.
    
    Includes packing, shipping, storage and unpacking of fragile items2.
    
    Relocation Department to select van line
 Total cap: $140,000




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Section III. Home Sale Assistance
   A. Home Sale Assistance Eligibility
   B. Listing Your Home For Sale




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Section III. Home Sale Assistance continued...
 C. Completing the Sale
 $60,000 eligible
 general will
 *
    
    Real estate sales commission*
    
    Reasonable attorneys fees*
    
    Title fees, title policy, escrow fees, when required
of the seller*
    
    Mortgage prepayment penalties*
    
    State and federal transfer fees and/or stamps*
    
    Document preparation
 will not
 *
    
    Taxes*
    
    Insurance*
    
    Interest*
    
    Amounts toward the loan payoff*
    
    Escrow amounts




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Section IV. Destination Assistance
 A. Home Finding Assistance
     B. Closing Assistance
 up to $10,000 eligible




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Section IV. Destination Assistance continued...
 general will
 *
    
    Up to 2 discount points, including buyer loan
origination fee, will be reimbursed
provided they are required to obtain a mortgage.*
    
    Appraisal report, credit report and survey fees, when
required by law, custom or mortgagee*
    
    Escrow fee*
    
    Mortgagees title policy, abstract or title guarantee*
    
    Recording of mortgage and deed*
    
    State transfer tax*
    
    Attorneys fee, notary fees and document
preparation fees*
    
    Home, pest and radon inspection fees*
    
    Endorsement fees
 will not
 *
    
    Taxes*
    
    Insurance*
    
    Interest*
    
    Escrow amounts




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Section V. Moving and Storing your Household Belongings
 Van-Line Move and Storage
 $20,000
  Special Moving Requirements:
  not




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Section VI. Miscellaneous Expense Allowance
 $50,000 less taxes
   a)
    
    Home search expenses, including but not limited to:
airfare, rental car, meals, hotel, mileage, baby-sitter, etc.(Please Note:travel arrangements must be paid out of your lump sum.
Navigant Travel (or other vendor) cannot direct-bill to the Relocation
Department.)b)
    
    Reimbursement of any closing costs which were not
specifically covered in part by another part of the relocation
policyc)
    
    Lease cancellation fees (please note that if an employee must
cancel their lease to relocate, the cancellation of the lease and any costs
beyond the regular relocation policy coverage remain the employees own
responsibility), duplicate rental assistance, security deposit, utility
hook-up or cancellation feesd)
    
    Temporary living expenses, included but not limited to:
interim living facility, transportation to the new location, etc.e)
    
    Move-related expenses, including but not limited to:
boxes, blankets, etc.




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Section VII. General Information
 
    
    The IRS will regard some of the reimbursements and allowances
provided to you by the relocation assistance program as taxable
income.
 
    
    If your relocation involves a transfer within the company, you are
eligible for up to 3-5 (paid) Relocation Days. Please contact your
hiring manager (Field) / HR representative (Home Office) if you
need to utilize any relocation time during your move.




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Two-Year Relocation Agreement
  Voluntary Termination
 1.
    
    As of the effective date of this Agreement, Borders Group, Inc. (BGI) has or will spend a sum
of money for the purpose of reassigning you and your eligible household members to your new
work location.
 2.
    
    Prior to the effective date of this Agreement, you were given a Relocation Policy, which is
incorporated herein by reference. This Policy sets forth those items which BGI will either pay
on your behalf or reimburse to you, including, but not limited to, those expenses associated
with the sale and purchase of your primary residence, homefinding trips, renters expenses,
final move travel expenses, movement of household goods, temporary living expenses, automobile
expenses, miscellaneous relocation allowance, and tax treatment.
 3.
    
    Since both parties agree that your employment with BGI is one of at will and is not bound by
any written or formal agreement, it is agreed that should you voluntarily (or involuntarily
due to gross misconduct) terminate your employment with Borders Group within two (2) years of
receiving relocation benefits, as outlined in the Relocation Policy, you agree to repay
reimbursements in accordance with the following schedule:
 Position Start Date
    
    AmountUp to 1 year
    
    100%After 1 year and before 2 years
    
    50%After 2 years
    
    0%
 An individual release of liability may be granted at the discretion of the company. A
release can be granted when someone demonstrates sufficient information necessitating a
relocation for purposes of a family illness, death, or other hardship. All cases must be
presented to and approved by the President of BGI.
 4.
    
    The Company may withhold from salary or other monies due you all advances either not
reconciled within 30 days or due as a result of voluntary resignation or termination for gross
misconduct within twenty-four (24) months after you are assigned to commence working in the
new location.
 5.
    
    Further, I confirm that neither I nor any other household member is receiving relocation
benefits from any other source. I acknowledge that relocation benefits paid by the Company
would be subject to reduction, if benefits were also paid by another source.
 Employee Name:
 Social Security Number:
 Effective Date of Job Assignment:
 Department:
    
    
    
    Reports To:
 This Agreement is effective as of the first payment of relocation benefits. It is between BGI (Employer)
and you,Employee Signature
    
    
    Date
 Please return one copy of this agreement to Stephanie Gillett in the Human Resources Department
prior to receiving any benefits derived from the Relocation Assistance Program. Fax: 734 477-4943.