RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive PlanRestricted Stock Unit Award Agreement • September 12th, 2012 • 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 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”).
OPTION AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive PlanOption Award Agreement • September 12th, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS OPTION AWARD AGREEMENT (“Agreement”), effective as of the grant date (the “Grant Date”) set forth in the attached Certificate (the “Certificate”), represents the grant of a nonqualified option (“Option”) by Barnes & Noble, Inc. (the “Company”), to the person named in the Certificate (the “Participant”) pursuant to 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”). The Option granted hereby is not intended to be an “incentive stock option” as such term is described in Section 5.7 of the Plan.
RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Amended and Restated Barnes & Noble, Inc. 2009 Incentive PlanRestricted Stock Award Agreement • September 12th, 2012 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”), effective as of the grant date (“Grant Date”) set forth in the attached Restricted Stock Award Certificate (the “Certificate”), represents the grant of such number of Shares of Restricted Stock 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 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”).
