0001193125-15-237610 Sample Contracts

EDUCATION LETTERHEAD]
Employment Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey

This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Chairman (“Executive Chairman”) of the Board of Directors of Barnes & Noble Education, Inc. (the “Company”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of the Company, and the indirect ownership of all membership interests in the Company (the “Distribution”). Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accordance with Section 6.5 of this Agreement that the proposed Distribution will not occur, in which case, this Agreement shall be null and void ab initio.

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RESTRICTED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan
Restricted Stock Unit Award Agreement • June 29th, 2015 • Barnes & Noble Education, 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 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”).

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PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan
Performance-Based Stock Unit Award Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • 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”).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York

This Trademark License Agreement (this “Agreement”) is entered into as of [●] (“Effective Date”), by and between Barnes & Noble, Inc. (“B&N”) and Barnes & Noble Education, Inc. (“BNED”), each a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [●], 2015
Separation and Distribution Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York

SEPARATION AND DISTRIBUTION AGREEMENT dated as of [●], 2015, by and between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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June 23, 2015 Mr. Barry Brover c/o Barnes & Noble College Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Brover:
Employment Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey

This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Vice President, Chief Financial Officer of Barnes & Noble Education, Inc. and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc. This Agreement is intended to replace the letter agreement with you dated as of June 30, 2014 (the “Prior Agreement”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of Barnes & Noble Education, Inc., and the indirect ownership of all membership interests in the Company (the “Distribution”). For the avoidance of doubt, the Prior Agreement shall remain effective through the effectiveness of the Distribution and shall be replaced by this Agreement upon the effectiveness of the Distribution; provided, however, Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accordance with S

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June 23, 2015 William Maloney c/o Barnes & Noble College Booksellers, LLC Basking Ridge, NJ 07920 Dear Mr. Maloney:
Employment Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New Jersey

This letter agreement (the “Agreement”) is intended to set forth our mutual understanding regarding your employment as Executive Vice President of Barnes & Noble Education, Inc. (“Education”) and Barnes & Noble College Booksellers, LLC (the “Company”), a wholly-owned subsidiary of Barnes & Noble Education, Inc. This Agreement is intended to replace the letter agreement with you dated as of September 30, 2009 (the “Prior Agreement”) effective as of the distribution by Barnes & Noble, Inc. to its stockholders of all shares of common stock of Barnes & Noble Education, Inc., and the indirect ownership of all membership interests in the Company (the “Distribution”). For the avoidance of doubt, the Prior Agreement shall remain effective through the effectiveness of the Distribution and shall be replaced by this Agreement upon the effectiveness of the Distribution; provided, however, Barnes & Noble, Inc. may at any time prior to the proposed Distribution provide notice to you in accordance wi

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

INDEMNIFICATION AGREEMENT dated as of [●] (this “Agreement”), between Barnes & Noble Education, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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RESTRICTED STOCK AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan
Restricted Stock Award Agreement • June 29th, 2015 • Barnes & Noble Education, 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 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”).

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TRANSITION SERVICES AGREEMENT between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [●], 2015
Transition Services Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York

TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of [●], 2015, is between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED” or “Recipient”, together with B&N, the “Parties” and each, a “Party”).

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PERFORMANCE UNIT AWARD AGREEMENT (CASH) Issued Pursuant to the Barnes & Noble Education, Inc. Equity Incentive Plan
Performance Unit Award Agreement (Cash) • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”), effective as of the grant date (the “Grant Date”) set forth in the attached Performance Unit Award Certificate (the “Certificate”), represents the grant of such number of Performance Units 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”).

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EMPLOYEE MATTERS AGREEMENT By and Between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of [•]
Employee Matters Agreement • June 29th, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores

EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [•], by and between BARNES & NOBLE, INC., a Delaware corporation (“B&N”), and BARNES & NOBLE EDUCATION, INC., a Delaware corporation (“BNED”, and together with B&N, the “Parties”).

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