OPTION AWARD AGREEMENT
Issued Pursuant to the
2009 Incentive Plan
of Barnes & Noble, Inc.
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 Barnes & Noble, Inc. 2009 Incentive Plan adopted by the Companys Board of Directors on April 14, 2009 and approved by the Companys stockholders on June 2, 2009 (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.
All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties
hereto agree as follows:
1. General Option Grant Information. The individual named above has been selected to
be a Participant in the Plan and receive a nonqualified option grant, as specified in the Certificate.
2. Grant of
Option. The Company hereby grants to the Participant an Option to purchase the number of Shares set forth in the Certificate, at the stated Option Price per Share, which is one hundred percent (100%) of the Fair Market Value of a
Share on the Date of Grant, in the manner and subject to the terms and conditions of the Plan and this Agreement.
Option Term. The term of this Option begins as of the Grant Date and continues through the Date of Expiration as specified in the Certificate (the Expiration Date), unless sooner terminated or extended in accordance with the terms of
4. Vesting Period: (a) In General. Subject to the terms of this Agreement and the Plan,
this Option shall vest and be exercisable as indicated in the Certificate. For the specified vesting to occur on any vesting date set forth therein, the Participant must be continuously employed by or serving as a Director of the Company or any of
its Affiliates from the Grant Date through such vesting date.
(b) Vesting. Except as set forth in Section 17
hereof, in no event shall a Participant have any rights to exercise any portion of the Option granted hereunder: (i) prior to the date such portion vests pursuant to the Vesting Schedule set forth in the Certificate; or (ii) with respect
to any partial Share.
5. Exercise: The Participant, or the Participants Permitted Assignee (as defined below)
or, in the case of the Participants death, the Participants estate, or in the case of the Participants disability, the Participants guardian or legal representative, may exercise this Option to the extent vested (as provided
in Sections 4 and 8 hereof) at any time prior to the termination of the Option as provided in Sections 3 and 8 hereof and Section 13.4 of the Plan.
6. How to Exercise: Once vested, the Options hereby granted shall be exercised by
written notice to the Committee or such other administrator appointed by the Committee, specifying the number of Shares subject to this Option that Participant desires to exercise. Payment for the Shares purchased pursuant to the exercise of the
Options hereby granted shall be made in the manner set forth in Section 5.5 of the Plan, subject to any consents or approvals required thereunder.
7. Nontransferability. (a) In General. Except as may be provided in clause (b), below, this Option may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, except as provided in the Plan. No assignment or transfer of the Option in violation of this Section 7,
whether voluntary or involuntary, by operation of law or otherwise, except by will or the laws of descent and distribution or as otherwise required by applicable law, shall vest in the assignee or transferee any interest whatsoever.
(b) Transfers With The Consent of the Committee. With the prior written consent of the Committee, the Options granted hereby may
be transferred by the Participant to the Participants spouse and/or children (and/or trusts and/or partnerships established for the benefit of the Participants spouse and/or children) (each transferee thereof, a Permitted
Assignee); provided, however, that such Permitted Assignee(s) shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement relating to the transferred Options and shall execute an agreement
satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the
Companys transfer agent in effectuating any transfer permitted under this Section 7(b).
8. Termination of
Option: (a) Termination for Cause. In the event of the termination of the Participants employment or Directorship for cause, this Option and all rights granted hereunder shall be forfeited and deemed cancelled and no longer
exercisable on the date of such termination, unless the Committee determines otherwise. For purposes of this Agreement, the term cause shall be defined as actions by the Participant that constitute malfeasance. Malfeasance includes, but
is not limited to, the Participant engaging in fraud, dishonest conduct or other criminal conduct. A determination of cause shall be made in the sole discretion of the Companys management, subject to review by the Chairman of the Board. The
Board shall, upon request of the Participant, review the decision of whether the Participant has been discharged, released or terminated for cause and the Board shall confirm, modify or reverse such determination in its sole discretion.
(b) Termination Without Cause. Unless otherwise determined by the Committee, in the event of the termination
of the Participants employment or Directorship other than for cause or other than as a result of the Participants death or disability, this Option and all rights granted hereunder shall be forfeited and deemed cancelled and no longer
exercisable on the 90th day after the date of such
termination; provided, however, that (i) in no instance may the term of this Option, as so extended, exceed the Expiration Date, and (ii) only Options not previously expired or exercised, to the extent vested and exercisable
on the date of termination, shall be exercisable (i.e., no vesting shall occur during the aforementioned 90-day post-termination period).
(c) Death. In the event the Participant dies while employed by or serving as a Director of the Company or any of its Affiliates,
any Options held by the Participant (or his or her Permitted Assignee) and not previously expired or exercised shall, to the extent vested and exercisable on the date of death, be exercisable by the estate of the Participant or by any person who
acquired such Option by bequest or inheritance, or by the Permitted Assignee, at any time within one year after the death of the Participant, whether such one-year anniversary is before or after the Expiration Date, unless earlier terminated
pursuant to its terms. References in this Agreement to a Participant shall include any person who acquired Options from such Participant by bequest or inheritance.
(d) Disability. In the event the Participant ceases to perform services of any kind
(whether as an employee or Director) for the Company or any of its Affiliates due to permanent and total disability, the Participant, or his guardian or legal representative, or a Permitted Assignee, shall have the unqualified right to exercise any
Options that have not been previously exercised or expired and which the Participant was eligible to exercise as of the first date of permanent and total disability (as determined in the sole discretion of the Committee), at any time within one year
after the first date of permanent and total disability, whether such one-year anniversary is before or after the Expiration Date, unless earlier terminated pursuant to its terms. For purposes of this Agreement, the term permanent and total
disability means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months, and the permanence and degree of which shall be supported by medical evidence satisfactory to the Committee. Notwithstanding anything to the contrary set forth herein, the Committee shall
determine, in its sole and absolute discretion, (1) whether the Participant has ceased to perform services of any kind due to a permanent and total disability and, if so, (2) the first date of such permanent and total disability.
9. Administration. This Agreement and the rights of the Participant hereunder and under the Certificate are subject to
all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized
to administer, construe and make all determinations necessary or appropriate to the administration of the Plan, this Agreement and the Certificate, all of which shall be binding upon the Participant and Permitted Assignees. Any inconsistency between
the Agreement or the Certificate (on the one hand) and the Plan (on the other hand) shall be resolved in favor of the Plan.
10. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery upon
exercise of the Option such number of Shares as shall be required for issuance or delivery upon exercise hereof.
Adjustments. The number of Shares subject to this Option, and the Option Price, shall be subject to adjustment in accordance with Section 12.2 of the Plan.
12. Exclusion from Pension Computations. By acceptance of the grant of this Option, the Participant hereby agrees that any income
or gain realized upon the receipt or exercise hereof, or upon the disposition of the Shares received upon its exercise, is special incentive compensation and shall not be taken into account, to the extent permissible under applicable law, as
wages, salary or compensation in determining the amount of any payment under any pension, retirement, incentive, profit sharing, bonus or deferred compensation plan of the Company or any of its Affiliates.
13. Amendment. The Committee may, with the consent of the Participant, at any time or from time to time amend the
terms and conditions of this Option. In addition, the Committee may at any time or from time to time amend the terms and conditions of this Option in accordance with the Plan.
14. Notices. Any notice that either party hereto may be required or permitted to give
to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to the Company, at its office at 122 Fifth Avenue, New York 10011, Attn: Human Resources, or at such other
address as the Company by notice to the Participant may designate in writing from time to time; and if to the Participant, at the address shown below his or her signature on the Certificate, or at such other address as the Participant by notice to
the Company may designate in writing from time to time. Notices shall be effective upon receipt.
Taxes. The Company shall have the right to withhold from wages or other amounts otherwise payable to the Participant (or a Permitted Assignee), or otherwise require the Participant (or Permitted Assignee) to pay, any Federal, state, local or
foreign income taxes, withholding taxes or employment taxes required to be withheld by law or regulations (Withholding Taxes) arising as a result of the grant of any Award, exercise of an Option, or any other taxable event occurring
pursuant to the Plan, this Agreement or the Certificate. In satisfaction of the requirement to pay Withholding Taxes, unless the Participant (or Permitted Assignee) elects in writing otherwise, the Company may withhold a portion of any Shares then
issuable to the Participant (or Permitted Assignee) pursuant to this Option. If, notwithstanding the foregoing, the Participant (or Permitted Assignee) shall fail to actually or constructively make such tax payments as are required, the Company (or
its Affiliates) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other action as may be necessary to
satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Participant (or Permitted Assignee) may make a written election, which may be accepted or rejected in the discretion of the Committee, to tender other
Shares to the Company having an aggregate Fair Market Value equal to the amount of such Withholding Taxes, either by actual delivery or attestation, in the sole discretion of the Committee, provided that, except as otherwise determined
by the Committee, the Shares that are tendered must have been held by the Participant (or Permitted Assignee) for at least six (6) months prior to their tender (or such lesser period as may be required to avoid adverse accounting consequences)
to satisfy the Option Price or have been purchased on the open market.
16. Registration; Legend. The Company may
postpone the issuance and delivery of Shares upon any exercise of this Option until (a) the admission of such Shares to listing on any stock exchange or exchanges on which Shares of the same class are then listed and (b) the completion of
such registration or other qualification of such Shares under any Federal or state law, rule or regulation as the Company shall determine to be necessary or advisable. The Participant shall make such representations and furnish such information as
may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to
issue the Shares in compliance with the provisions of that or any comparable act.
The Company may cause the following or a
similar legend to be set forth on each certificate representing Shares or any other security issued or issuable upon exercise of this Option unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.
17. Change in Control. (a) In the event of the occurrence of a change in control
of the Company (a Change in Control), this Option and all rights granted hereunder shall immediately vest and be exercisable in accordance with its terms with respect to those Shares not already vested and exercisable pursuant to the
terms of this Option. For purposes of this Option, a Change in Control shall mean an event which shall occur if there is: (i) a change in the ownership of the Company as defined in Treasury Regulations 1.409A-2(i)(5)(v); (ii) a
change in the effective control of the Company as defined in Treasury Regulations 1.409A-2(i)(5)(vi); or (iii) a change in the ownership of a substantial portion of the Companys assets as defined in Treasury Regulations
1.409A-2(i)(5)(vii). The determination as to the occurrence of a Change in Control shall be based on objective facts and in accordance with the requirements of Internal Revenue Code Section 409A and the regulations promulgated thereunder.
(b) Notwithstanding the foregoing, if in the event of a Change in Control, the successor company assumes or substitutes for
this Option, then this Option shall not be accelerated as described in Section 17(a) hereof. Subject to the terms and conditions of the Plan, this Option shall be considered assumed or substituted for if following the Change in Control, each
Share subject to this Option or any award substituted therefor (Substitute Award) represents the same consideration that would have been received in exchange for one vested Share in the transaction constituting the Change in Control.
Notwithstanding the foregoing, in the event of a termination of the Participants employment or Directorship in such successor company within twenty-four (24) months following such Change in Control, this Option or the Substitute Award
held by such Participant at the time of the Change in Control shall be accelerated as described in Section 17(a) hereof.
(a) Neither this Agreement nor the Certificate shall confer upon the Participant any right to continuation of employment by or
Directorship with the Company, nor shall this Agreement or the Certificate interfere in any way with the Companys right to terminate the Participants employment or Directorship at any time.
(b) The Participant shall have no rights as a stockholder of the Company with respect to the Shares subject to this Option Agreement
until such time as the Option Price has been paid, and the Shares have been issued and delivered to the Participant.
Agreement and the Certificate shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
(d) To the extent not preempted by Federal law, this Agreement and the Certificate shall be governed by, and construed in accordance with
the laws of the State of Delaware.
(e) All obligations of the Company under the Plan, this Agreement and the Certificate,
with respect to the Option, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
(f) The provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
(g) By accepting this Option under the Plan, the Participant and each person claiming under or through the Participant shall be
conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee.
(h) The Participant, every person claiming under or through the Participant, and the Company hereby waives, to the fullest extent
permitted by applicable law, any right to a trial by jury with respect to any litigation, directly or indirectly, arising out of, under, or in connection with the Plan, this Agreement or the Certificate.
(i) The order of precedence as between the Plan, this Agreement or the Certificate, and any written employment agreement between
Participant and the Company shall be as follows: If there is any inconsistency between (a) the terms of this Agreement or the Certificate (on the one hand) and the terms of the Plan (on the other hand); or (b) any such written employment
agreement (on the one hand) and the terms of the Plan (on the other hand), the Plans terms shall completely supersede and replace the conflicting terms of this Agreement, the Certificate or the written employment agreement (as the case may
be). If there is any inconsistency between the terms of this Agreement or the Certificate (on the one hand) and the terms of Participants written employment agreement, if any (on the other hand), the terms of this Agreement or the Certificate
(as the case may be) shall completely supersede and replace the conflicting terms of the written employment agreement unless such written employment agreement was approved by the Committee, in which event such written employment agreement shall
completely supersede and replace the conflicting terms of this Agreement or the Certificate (as the case may be).
Exculpation. This Option and all documents, agreements, understandings and arrangements relating hereto have been issued on behalf of the Company by officers acting on its behalf and not by any person individually. None of the officers,
Directors or stockholders of the Company nor the Directors, officers or stockholders of any Affiliate of the Company shall have any personal liability hereunder or thereunder. The Participant shall look solely to the assets of the Company for
satisfaction of any liability of the Company in respect of this Option and all documents, agreements, understanding and arrangements relating hereto and will not seek recourse or commence any action against any of the Directors, officers or
stockholders of the Company or any of the Directors, officers or stockholders of any Affiliate, or any of their personal assets, for the performance or payment of any obligation hereunder or thereunder. The foregoing shall also apply to any future
documents, agreements, understandings, arrangements and transactions between the parties hereto with respect to this Option.
20. Captions. The captions in this Agreement are for convenience of reference only, and are not intended to narrow, limit or
affect the substance or interpretation of the provisions contained herein.