**of the date of execution of this Agreement,**including, but not limited to, any allegedviolation of:Title VII of the Civil Rights Act of 1964;Civil Rights Act of 1991;Sections 1981 through 1988 of Title 42 of the United States Code;The Employee Retirement Income Security Act of 1974 (“ERISA”)(except for any vested benefits under any tax qualified benefit plan);asamendedThe Immigration Reform and Control Act; as amendedThe Americans with Disabilities Act of 1990;as amendedThe Family Medical Leave Act; as amendedThe Age Discrimination in Employment Act of 1967 (“ADEA”);asamendedThe Worker Adjustment and Retraining Notification Act; as amendedThe Occupational Health and Safety Act, as amendedThe Fair Credit Reporting Act, as amended;Michigan Elliott-Larsen Civil Rights Act – Mich. Comp. Laws §37-2101 et seq.Michigan Persons with Disabilities Civil Rights Act – Mich. Comp. Laws §37.1101 etseq.Michigan Whistleblower Protection Act – Mich. Comp. Laws §15.361 et seq.Michigan Statutory Provision Regarding Retaliation/Discrimination for Filing aWorker’s Compensation Claim – Mich. Comp. Laws §418.301 (11) et seq.Michigan AIDS Testing and Confidentiality Act – Mich. Comp. Laws §333.5131 et seq.Michigan Equal Pay Law – Mich. Comp. Laws §408.381 et seq.Michigan State Wage Payment and Work Hour Laws, as amendedMichigan Occupational Safety and Health Act – Pub. Acts 154any other federal, state or local law, rule, regulation, orordinance;
Page 1 of 6

 
any public policy, contract, tort, or common law; orany basis for recovering costs, fees, or other expenses includingattorneys’ fees incurred in these matters.     7. **Employee’s Acknowledgment of Tax Liability.** Employee hereby acknowledges andagrees as follows: (a) nothing in this Agreement constitutes tax advice; (b) Borders does not takeany responsibility, or have any liability to Employee with respect to Employee’s Tax Liabilityand/or Employee’s personal tax reporting; (c) Employee has been given the opportunity andencouraged to consult with Employee’s own attorney and to seek professional tax advice prior toexecution of this Agreement; and (d) Employee agrees to indemnify Borders and hold it harmless fromany liability for income taxes, interest or penalties that may be imposed as a result ofunder-payment or non-payment of income taxes on any amounts paid Employee under the terms of thisAgreement.     8. **Affirmations****.**Employee affirms that Employee has not filed, caused to be filed, orpresently is not a party to any claim, complaint or action against Borders in any forum or form.Employee also affirms that Employee has been paid and/or has received all leaves (paid or unpaid),compensation, wages, bonuses, commissions, and/or benefits to which Employee may be entitled andthat no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefitsare due to Employee except as provided in this Agreement and General Release.     Employee further affirms that Employee has no known workplace injuries or occupationaldiseases that have not been previously reported to Employer; and Employee affirms that Employee hasbeen granted any leave to which Employee was entitled under the Family and Medical Leave Act orrelated state or local leave or disability accommodation laws.     Employee further affirms that Employee has not been retaliated against for reporting anyallegations of wrongdoing by Employer or its officers, including any allegations of corporatefraud. Both Parties acknowledge that this Agreement does not limit either party’s right, whereapplicable, to file or participate in an investigative proceeding of the Equal EmploymentOpportunity Commission or any federal, state or local governmental agency. To the extent permittedby law, Employee agrees that if such an administrative claim is made, Employee shall not beentitled to recover any individual monetary relief or other individual remedies.     9. **Non-Disparagement****.**Employee agrees not to defame, disparage or demean Borders inany manner whatsoever.     10. **Applicable Data****.**Attached as Exhibit “B” is a list of the job titles and ages ofall individuals eligible and selected for the 2009 Corporate Reorganization Program as of February4, 2009. Attached as Exhibit “C” is a list of the job titles and ages of all individualsineligible and not selected for reduction in the 2009 Corporate Reorganization Program as ofFebruary 4, 2009.
Page 2 of 6

 
     11. **Confidentiality****.**Employee agrees that Employee will continue to maintain instrict confidence and will not, directly or indirectly, divulge, transmit, publish, release orotherwise use or cause to be used in any manner, any confidential or proprietary informationrelating to Employer’s clients, customers, proprietary knowledge and trade secrets, research,business plans, business methods, operating procedures, processes or programs, records and reports,marketing information, merchandising strategies, pricing strategies, technology, software systems,operations, processes, computer programs and data bases, records, development data and reports,store designs, quality control specifications, cost analysis, flow charts, know-how, employeelists, customer lists, supplier lists, marketing data, personnel data, or any other information oflike nature. Employee acknowledges that all information regarding Employer compiled or obtainedby, or furnished to, Employee in connection with Employer’s employment or association with Employeris confidential information and Employer’s exclusive property.      Employee affirms that Employee has not divulged any proprietary or confidential information ofBorders.     The foregoing covenant of confidentiality has no temporal, geographical or territoriallimitation.     12. **Return of Property.** Employee affirms that Employee has returned; 1) all Employerproperty in Employee’s possession, including but not limited to, company issued vehicle, lap topcomputer, Blackberry, cell phone, printer, as well as any other electronic, computer and officeequipment, in working order and without excessive damage; and 2) company identification badges,Purchasing cards, building access cards, business documents and files of any kind and in any form,including but not limited to any and all confidential information in Employee’s possession orcontrol. Employee also affirms that Employee is in possession of all of Employee’s property thatEmployee had at Employer’s premises and that Employer is not in possession of any of Employee’sproperty.     13. **Confidentiality of this Agreement.** Employ agrees that Employee will maintain instrict confidence and will not, directly or indirectly, divulge, transmit, publish, release orotherwise disclose, the terms of this Agreement except to Employee’s spouse, domestic partner (asdefined by Borders Group Inc. benefits plans), tax advisor and an attorney with whom Employeechooses to consult regarding Employee’s consideration of this Agreement, provided that saidindividuals agree to be bound by the terms of this Confidentiality Clause and Employee agrees to beliable for any breach by them.     14. **Governing Law and Interpretation****.**This Agreement shall be governed and conformedin accordance with the laws of the State of Michigan without regard to its conflict of lawsprovision. Should any provision of this Agreement be declared illegal or unenforceable by anycourt of competent jurisdiction and cannot be modified to be enforceable, excluding the generalrelease language, such provision shall immediately become null and void, leaving the remainder ofthis Agreement in full force and effect. In the event of a breach of any provision of thisAgreement and General Release, either party may institute an action specifically to enforce anyterm or terms of this Agreement and General Release and/or to seek any damages for breach.
Page 3 of 6

 
     15. **Nonadmission of Wrongdoing****.**The Parties agree that neither this Agreement andGeneral Release nor the furnishing of the consideration for this Agreement and General Releaseshall be deemed or construed at any time for any purpose as an admission by Borders of wrongdoingor evidence of any liability or unlawful conduct of any kind.     16. **Amendment****.**This Agreement and General Release may not be modified, altered orchanged except in writing and signed by both parties wherein specific reference is made to thisAgreement and General Release.     17. **Revocation**. Employee may revoke this Agreement and General Release for a periodof seven (7) calendar days following the day Employee executes this Agreement and General Release.Any revocation within this period must be submitted, in writing, to Borders Group Inc. Attention:Compensation Department, 100 Phoenix Drive, Ann Arbor, MI 48108 and state, “I hereby revoke myacceptance of our Agreement and General Release.” The revocation must be personally delivered toBorders Compensation Department or a named designee, or mailed to Borders Group Inc., CompensationDepartment and postmarked within seven (7) calendar days of execution of this Agreement and GeneralRelease. This Agreement and General Release shall not become effective or enforceable until therevocation period has expired**.**If the last day of the revocation period is a Saturday, Sunday, orlegal holiday in the state in which Employee was employed at the time of Employee’s last day ofemployment, then the revocation period shall not expire until the next following day which is not aSaturday, Sunday, or legal holiday.     18. **Entire Agreement; Termination of Prior Agreements****.**Subject only to the provisionspecifically set forth below regarding the Noncompetition Agreement, this Agreement sets forth theentire agreement between the parties hereto, and fully supersedes any prior written or oralagreements or understandings between the parties, which are hereby terminated and of no furtherforce and effect, including but not limited to the agreement dated April 29, 2008. Withoutlimiting the generality of the foregoing, the payments described herein are in lieu of, andconstitute full satisfaction of, the payments contemplated by the April 29, 2008 agreement.Employee acknowledges that notwithstanding the foregoing, the Noncompetition Agreement dated May29, 2007, remains in full force and effect and binding on Employee. Employee acknowledges thatEmployee has not relied on any representations, promises, or agreements of any kind made toEmployee in connection with Employee’s decision to sign this Agreement, except for those set forthin this Agreement.          **EMPLOYEE IS ADVISED THAT EMPLOYEE HAS FORTY-FIVE (45) CALENDAR DAYS TO CONSIDER THIS AGREEMENTAND GENERAL RELEASE, IN WHICH EMPLOYEE WAIVES IMPORTANT RIGHTS, INCLUDING THOSE UNDER THE AGEDISCRIMINATION IN EMPLOYMENT ACT OF 1967. BORDERS ADVISES EMPLOYEE TO CONSULT WITH AN ATTORNEYPRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT AND GENERAL RELEASE.**          **EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT ANDGENERAL RELEASE, DO NOT**
Page 4 of 6

 
**RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTY-FIVE (45) CALENDAR DAY CONSIDERATIONPERIOD.**          **HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES AND TORECEIVE THE SUMS AND BENEFITS IN PARAGRAPH “3” ABOVE, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUECONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE ANDRELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST BORDERS.**          The parties knowingly and voluntarily sign this Agreement and General Release as of thedate(s) set forth below:           Borders Group, Inc.       By: /s/ KENNETH H. ARMSTRONG By: /s/ DANIEL T. SMITH  Kenneth H. Armstrong   Daniel T. Smith      Chief Administrative Officer       Date: February 6, 2009 Date: February 6, 2009
Page 5 of 6