0000950157-15-000070 Sample Contracts

Re: Retirement and Advisory Agreement
Retirement and Advisory Agreement • January 20th, 2015 • Barnes & Noble Inc • Retail-miscellaneous shopping goods stores

This Retirement and Advisory Agreement (the “Advisory Agreement”) is intended to amend the employment agreement between you and Barnes & Noble, Inc. (the “Company”), dated as of March 17, 2010 (the “Employment Agreement”), and to set forth our mutual understanding regarding your retirement as Chief Executive Officer – Barnes & Noble Retail Group and transition to Special Advisor to the Company. Any matters referred to in your Employment Agreement that are not expressly addressed in this Advisory Agreement shall continue to be governed by the terms of your Employment Agreement, which remains in full force and effect except as modified hereby. Any capitalized terms that are not otherwise defined herein shall have the meanings assigned thereto in your Employment Agreement.

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