RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the of Barnes & Noble, Inc.Restricted Stock Unit Award Agreement • May 25th, 2011 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Restricted Stock Unit Award Certificate (the “Certificate”), represents the grant of such number of restricted stock units (“RSUs”) set forth in the Certificate by Barnes & Noble, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below and the provisions of the Barnes & Noble, Inc. 2009 Incentive Plan adopted by the Company’s Board of Directors on April 14, 2009 and approved by the Company’s stockholders on June 2, 2009 (the “Plan”).
