Common Contracts

PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan

Stock Unit Award Agreement • December 4th, 2018 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware

• Contract Type
  Stock Unit Award Agreement
• Filed
  December 4th, 2018
• Company
  Barnes & Noble Education, Inc.
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  Delaware

THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Performance –Based Stock Unit Award Certificate (the “Certificate”), represents the grant of such target number of performance-based stock units subject to performance-based and any other vesting criteria (“PSUs”) set forth in the Certificate by Barnes & Noble Education, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below, the Certificate, and the provisions of the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive Plan, as may be amended from time to time (the “Plan”).

PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble, Inc. Amended and Restated 2009 Incentive Plan

Stock Unit Award Agreement • September 7th, 2017 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware

• Contract Type
  Stock Unit Award Agreement
• Filed
  September 7th, 2017
• Company
  Barnes & Noble Inc
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  Delaware

THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the Grant Acceptance, represents the grant of such target number of performance-based stock units set forth in the Grant Acceptance, subject to performance-based vesting criteria (“PSUs”) set forth in the PSU Certificate, by Barnes & Noble, Inc. (the “Company”), to the person named in the Grant Acceptance (the “Participant”), subject to the terms and conditions set forth below, and the provisions of the Barnes & Noble, Inc. Amended and Restated 2009 Incentive Plan adopted by the Company’s Board of Directors on July 16, 2012 and approved by the Company’s stockholders on September 11, 2012 (the “Plan”).

PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan

Stock Unit Award Agreement • June 23rd, 2016 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware

• Contract Type
  Stock Unit Award Agreement
• Filed
  June 23rd, 2016
• Company
  Barnes & Noble Inc
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  Delaware

THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Performance-Based Stock Unit Award Certificate (the “Certificate”), represents the grant of such target number of performance-based stock units subject to performance-based vesting criteria (“PSUs”) 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, the Certificate, and the provisions of the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan adopted by the Company’s Board of Directors on July 16, 2012 and approved by the Company’s stockholders on September 11, 2012 (the “Plan”).

PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan

Stock Unit Award Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware

• Contract Type
  Stock Unit Award Agreement
• Filed
  June 29th, 2015
• Company
  Barnes & Noble Education, Inc.
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  Delaware

THIS PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Performance-Based Stock Unit Award Certificate (the “Certificate”), represents the grant of such target number of performance-based stock units subject to performance-based vesting criteria (“PSUs”) set forth in the Certificate by Barnes & Noble Education, Inc. (the “Company”), to the person named in the Certificate (the “Participant”), subject to the terms and conditions set forth below, the Certificate, and the provisions of the Barnes & Noble Education, Inc. Equity Incentive Plan (the “Plan”).