0001634117-18-000111 Sample Contracts

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

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

• Contract Type
  Restricted Stock Unit Award Agreement
• Filed
  December 4th, 2018
• Company
  Barnes & Noble Education, Inc.
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  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. Amended and Restated Equity Incentive Plan (the “Plan”).

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

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

• Contract Type
  Performance-Based 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”).

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

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

• Contract Type
  Restricted Stock Award Agreement
• Filed
  December 4th, 2018
• Company
  Barnes & Noble Education, Inc.
• Industry
  Retail-miscellaneous shopping goods stores
• Jurisdiction
  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. Amended and Restated Equity Incentive Plan (the “Plan”).