parties and their respective successors and assigns. The
Company may not assign or delegate this Stock Appreciation Right or any rights
or obligations hereunder without the consent of the Holder.
* * * * *
9
IN WITNESS WHEREOF, the Company has executed and delivered this Stock
Appreciation Right on
, 2010.
BORDERS GROUP, INC.
By:
Name:
Title:
10
EXHIBIT I
FORM OF EXERCISE NOTICE
[To be executed only upon exercise of Stock Appreciation Right]
To BORDERS GROUP, INC.:
The undersigned registered holder of the attached Stock Appreciation Right
(the "Stock Appreciation Right") hereby irrevocably exercises the Stock
Appreciation Right with respect
Share Equivalents (as
defined in the Stock Appreciation Right) and requests that the applicable
Exercise Amount (as defined in the Stock Appreciation Right) be delivered to the
bank account indicated below.
The undersigned hereby confirms the accuracy and completeness of the
representation and warranty set forth in Section 1.5 of the Stock Appreciation
Right with respect to the exercise of the Stock Appreciation Right pursuant to
this notice.
Dated:
(Street Address)
(City)
(State)
(Zip Code)
Bank Account Information:
11
EXHIBIT II
FORM OF ASSIGNMENT
To BORDERS GROUP, INC.:
FOR VALUE RECEIVED, the undersigned registered holder of the attached Stock
Appreciation Right (the "Stock Appreciation Right") hereby sells, assigns and
transfers unto
the rights represented by the Stock
Appreciation Right with respect to
Share Equivalents (as
defined in the Stock Appreciation Right) and appoints
as
its agent and attorney-in-fact to make such transfer on the books of Borders
Group, Inc. maintained for such purpose, with full power of substitution in the
premises.
Dated:
(Street Address)
(City)
(State)
(Zip Code)
12