BARNES & NOBLE EDUCATION, INC. 120 Mountainview Boulevard Basking Ridge, New Jersey 07920

EXHIBIT 10.1

XXXXXX & XXXXX EDUCATION, INC. 000 Xxxxxxxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx, Xxx Xxxxxx 00000

April 1, 2020

Xx. Xxxxxxx X. Xxxxxx 000 0^xx Xxxxxx, 0^xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000

Dear Xx. Xxxxxx:

This letter reflects the agreement between you and Xxxxxx & Noble Education, Inc. (the “Company”) regarding your offer to reduce your gross annual base salary from $1,100,000 per annum to $825,000 per annum in recognition of the unusual circumstances expected to continue to impact the Company’s operations as a result of the COVID-19 epidemic. You have agreed that the reduction will apply beginning April 13, 2020 and will continue through September 19, 2020, which is the last day of the current “Renewal Term” under the letter agreement between you and the Company dated as of July 19, 2017 (the “Letter Agreement”). Unless otherwise agreed by you and the Company in writing, the reduction in your annual base salary shall no longer apply after the last day of the current Renewal Term. You hereby acknowledge and agree that this reduction shall not constitute grounds for you to resign for “Good Reason” pursuant to the Letter Agreement.

You and the Company hereby agree that any severance benefits that may be owed to you, whether pursuant to Section 3.9 or 3.10 of the Letter Agreement or otherwise, shall be determined without regard to the reduction in your annual base salary. Thus, for the avoidance of doubt, for purposes of Sections 3.9 and 3.10 of the Letter Agreement, your “Annual Base Salary” shall remain $1,100,000. In addition, for purposes of your annual bonus determination under Section 3.2 of the Letter Agreement, the reference to your Annual Base Salary shall disregard the reduction pursuant to this letter unless you and the Company mutually agree in writing that the reduction shall be permanent.

Thank you for your service to the Company in these challenging times. Please indicate your acceptance of the terms of this letter by signing below and returning a copy to me.

Very truly yours,

/s/ Xxxx X. Xxxx

Xxxx X. Xxxx

Lead Independent Director

AGREED AND ACCEPTED:

/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Date: April 1, 2020