OPTION AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive PlanOption Award Agreement • June 30th, 2021 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS OPTION AGREEMENT (“Agreement”), effective as of the grant date (the “Grant Date”) set forth in the attached Option Award Certificate (the “Certificate”), represents the grant of a nonqualified option (“Option”) 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 it may be amended from time to time (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.
PHANTOM SHARE AWARD AGREEMENT Issued Pursuant to the Barnes & Noble Education, Inc. Amended and Restated Equity Incentive PlanPhantom Share Award Agreement • June 30th, 2021 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
THIS PHANTOM SHARE AWARD AGREEMENT (“Agreement”), effective as of the grant date (the “Grant Date”) set forth in the attached Phantom Share Award Certificate (the “Certificate”), represents the grant of a cash-settled stock unit (“Phantom Share”) 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 it may be amended from time to time (the “Plan”). The Phantom Shares are being granted under Article 8 of the Plan.
