Employment Agreement – Chief Financial Officer – Barnes & Noble Inc.

March 9, 2012

Mr. Michael P. Huseby

c/o 122 Fifth Avenue

New York, NY 10011

Dear Mr. Huseby:

This letter agreement (the “Agreement”) is intended to set forth our mutual
understanding regarding your employment as Chief Financial Officer of Barnes
& Noble, Inc. (the “Company”).

Accordingly, we are pleased to agree as follows:

1. Duties. You agree to be Chief Financial Officer for the term of
this Agreement. In this capacity, you shall perform such duties and have such
responsibilities as are typically associated with such position, including such
duties and responsibilities as are prescribed by the Board of Directors of the
Company (the “Board”) consistent with such position. While you are the Company153s
employee, you agree to devote your full business time and attention to the
performance of your duties and responsibilities hereunder. You shall report to
the Company153s Chief Executive Officer. Your principal work location shall be at
the offices of the Company located in New York City, provided that the Company
may, in its discretion, relocate your principal work location to Palo Alto, CA.

2. Term. (a) The initial term of this Agreement shall be for a period
beginning on March 13, 2012 (the “Effective Date”) and ending on the third
anniversary of the Effective Date or, if earlier, the termination of your
employment in accordance with the provisions set forth below (the “Initial
Term”). At the expiration (but not earlier termination) of the Initial Term, and
any subsequent “Renewal Term” (as defined below), the term of this Agreement
shall automatically renew for additional periods of one year (each, a “Renewal
Term”), unless your employment has earlier terminated or either party hereto has
given the other party written notice of non-renewal at least 90 days prior to
the expiration date of the Initial Term or the Renewal Term, as applicable. In
the event that either party has given written notice of non-renewal, and your
employment with the Company continues after the expiration of the Initial Term
or any Renewal Term, such post-expiration employment shall be “at-will” and
either party may terminate such employment with or without notice and for any
reason or no reason.

(b) Your employment hereunder shall terminate upon your death and may be
terminated by the Company upon written notice to you following your Disability
(as defined below). Your employment hereunder may also be terminated by the
Company immediately for Cause (as defined below) or following two weeks written
notice to you for any other reason. Your employment hereunder may also be
terminated by you following written notice to the Company of your intention to
resign with or without Good Reason (as defined below); provided that a
resignation for Good Reason shall comply with Section 2(c)(iv).

(i) “Cause” means (A) your engaging in intentional misconduct or gross
negligence that, in either case, is injurious to Company; (B) your indictment,
entry of a plea of nolo contendere or conviction by a court of competent
jurisdiction with respect to any crime or violation of law involving fraud or
dishonesty (with the exception of misconduct based in good faith on the advice
of professional consultants, such as attorneys and accountants) or any felony
(or equivalent crime in a non-U.S. jurisdiction); (C) any gross negligence,
intentional acts or intentional omissions by you (as determined by a majority
vote of the Board in its reasonable discretion and judgment) that constitute
fraud, dishonesty, embezzlement or

misappropriation in connection with the performance of your employment duties
and responsibilities; (D) your engaging in any act of intentional misconduct or
moral turpitude (as determined by a majority vote of the Board in its reasonable
discretion and judgment) reasonably likely to adversely affect the Company or
its business; (E) your abuse of or dependency on alcohol or drugs (illicit or
otherwise) that adversely affects your job performance; (F) your willful failure
or refusal to properly perform (as determined by a majority vote of the Board in
its reasonable discretion and judgment) the duties, responsibilities or
obligations of your employment for reasons other than Disability or authorized
leave, or to properly perform or follow (as determined by a majority vote of the
Board in its reasonable discretion and judgment) any lawful direction by the
Company (with the exception of a willful failure or refusal to properly perform
based in good faith on the advice of professional consultants, such as attorneys
and accountants); or (G) your material breach of this Agreement or of any other
contractual duty to, written policy of, or written agreement with the Company
(with the exception of a material breach based in good faith on the advice of
professional consultants, such as attorneys and accountants).

(ii) “Disability” shall mean a written determination by a majority of three
physicians (one of which shall be your most recent primary care provider)
mutually agreeable to the Company and you (or, in the event of your total
physical or mental disability, your legal representative) that you are
physically or mentally unable to perform your duties as Chief Financial Officer
under this Agreement and that such disability can reasonably be expected to
continue for a period of six consecutive months or for shorter periods
aggregating 180 days in any 12-month period.

(iii) “Good Reason” shall mean the occurrence of one or more of the following
events without your written consent: (A) there shall have been a material
diminution of your authority, duties or responsibilities except that any
diminution of your authority, duties or responsibilities in connection with an
assignment of this agreement in accordance with section 6.4 or related to or
arising out of the separation or sale of the company153s digital and/or college
businesses shall not constitute “Good Reason” provided your position upon any
such assignment pursuant to Section 6.4 or separation or sale shall be that of
Chief Financial Officer or a similar executive officer position; (B) there shall
have been a greater than 10% reduction in your Annual Base Salary (as defined
below) in effect as of the Effective Date pursuant to Section 3.1; (C) the
principal executive offices of the Company shall be relocated to a location more
than 50 miles from New York City, provided that a relocation of your principal
work location to Palo Alto, CA pursuant to Section 1 shall not constitute Good
Reason; or (D) the Company fails to make material payments to you (or provide to
you restricted stock units) as required by this Agreement. For the avoidance of
doubt, the Company153s assignment of its rights and obligations under this
Agreement pursuant to Section 6.4 shall not constitute Good Reason.

(iv) You shall only be deemed to terminate employment for Good Reason if (A)
you provide the Company with written notice of Good Reason within a period not
to exceed 90 days after the initial existence of the condition alleged to give
rise to Good Reason, (B) the Company fails to remedy the condition within 30
days of such notice and (C) your termination is within six months following the
initial existence of the condition alleged to give rise to Good Reason.

3. Compensation.

3.1. Annual Base Salary. During the Initial Term and any Renewal Term,
the Company shall pay you, for all services you perform hereunder, an annual
base salary of U.S. $850,000, or such higher amount as the Compensation
Committee of the Board (the “Compensation Committee”) may determine, payable in
accordance with the Company153s payroll schedule applicable to executive officers
of the Company (“Annual Base Salary”).

3.2. Bonus Compensation. During the Initial Term and any Renewal Term,
the Company shall pay you annual bonus compensation, as determined by the
Compensation Committee, with an annual target amount of not less than 150% of
your Annual Base Salary, which shall be paid in accordance with and subject to
the terms and conditions of the Company153s Executive Performance Plan (as may be
amended from time to time and attached hereto as Exhibit A and incorporated
herein by reference) or such other incentive or compensation plan or arrangement
specified by the Compensation Committee. Notwithstanding the foregoing, subject
to Sections 2(c)(i), 3.8 and 3.9, the amount of your annual bonus compensation
for the fiscal year ending April 30, 2013 shall be guaranteed at 150% of your
Annual Base Salary.

3.3. Employee Benefits. During the Initial Term and any Renewal Term,
you shall be eligible to participate in and receive any benefits to which you
are entitled under the employee benefit plans that the Company provides for its
employees generally, as well as any employee benefit plans that the Company
provides for its executive officers generally.

3.4. Expenses. During the Initial Term and any Renewal Term, the
Company shall reimburse you for all expenses incurred by you in the performance
of your duties and responsibilities under this Agreement, including
entertainment and travel expenses, in accordance with the policies and
procedures established by the Compensation Committee.

3.5. Equity Awards. On March 13, 2012, you shall be granted 275,000
shares of restricted stock units of the Company (the “Stock Grant”), in
accordance with the Company153s 2009 Incentive Plan (the “Plan”). The Stock Grant
shall vest over three years with 50% vesting on 2^nd anniversary of
the grant date, and 50% on 3rd anniversary of the grant date, except that, no
installment shall vest unless you are still employed by the Company at the time
of such vesting. Notwithstanding the foregoing, the Stock Grant shall vest
immediately (i) upon the occurrence of a Change of Control (as defined in and
pursuant and subject to the terms of Section 3.9 of this Agreement) and (ii) in
the event that, during the Initial Term or any Renewal Term, (x) your employment
is terminated by the Company without Cause or (y) you voluntarily terminate your
employment for Good Reason. Except as provided above, the Stock Grant shall be
subject to the terms and conditions set forth in the Company153s customary award
agreement. During the Initial Term and any Renewal Term, you shall be eligible
to receive additional equity awards of the Company under the terms of the
Company153s 2009 Incentive Plan, as determined by the Compensation Committee. For
the avoidance of doubt, and notwithstanding anything to the contrary contained
in the Stock Grant agreement, for purposes of the Stock Grant, “Good Reason”
shall have the meaning provided in this Agreement.

3.6 Car Allowance. During the Initial Term and any Renewal Term, the
Company shall pay you in cash a monthly car allowance of U.S. $1,500, or such
higher amount as may be determined by the Compensation Committee.

3.7 Life and Disability Insurance. During the Initial Term and any
Renewal Term, the Company shall obtain in your name (a) a life insurance policy
providing for a death benefit of U.S. $1,000,000 payable to any beneficiary or
beneficiaries named by you and (b) a disability insurance policy providing for
monthly payments to you of at least U.S. $12,800 during the period of any
disability until the earlier of your attaining age 65 or death; provided that
the term “disability” in any such disability insurance policy shall be defined
in a manner consistent with the definition in Section 2(c)(ii). During the
Initial Term and the Renewal Term, the Company shall pay all premiums due on
such policies.

3.8. Severance. In the event that, during the Initial Term or any
Renewal Term, (a) your employment is terminated by the Company without Cause or
(b) you voluntarily terminate your employment for Good Reason, the Company shall
pay you an amount equal to two times the sum of (i) your then Annual Base
Salary, (ii) the average of the annual bonuses actually paid or guaranteed to
you with respect to the three completed years preceding the date of your
termination of employment (or such lesser number of completed years beginning on
the Effective Date and ending on the date of your termination of employment) and
(iii) the aggregate annual dollar amount of the payments made or to be made to
you or on your behalf for purposes of providing you with the benefits set forth
in Sections 3.3, 3.6 and 3.7 above, less all applicable withholding and other
applicable taxes and deductions (“Severance Amount”); provided that (x) you
execute and deliver to the Company, and do not revoke, a release of all claims
against the Company substantially in the form attached hereto as Exhibit B
(“Release”) and (y) you have not materially breached as of the date of such
termination any provisions of this Agreement and do not materially breach such
provisions at any time during the Relevant Period (as defined below). The
Company153s obligation to make such payment shall be cancelled upon the occurrence
of any such material breach and, in the event such payment has already been
made, you shall repay to the Company such payment within 30 days after demand
therefore; provided, however, such repayment shall not be required if the
Company shall have materially breached

this Agreement prior to the time of your breach. The Severance Amount shall
be paid in cash in a single lump sum on the later of (1) the first day of the
month following the month in which such termination occurs and (2) the date the
Revocation Period (as defined in the Release) has expired. Notwithstanding
anything in this paragraph to the contrary, if a Release is not executed and
delivered to the Company within 60 days of such termination of employment (or if
such Release is revoked in accordance with its terms), the Severance Amount
shall not be paid. Upon the expiration of this Agreement due to non-renewal, or
upon the termination of your employment hereunder for Cause or by your death or
Disability, or by your voluntary termination of your employment hereunder
without Good Reason, you shall be entitled only to the payment of such
installments of your Annual Base Salary that have been earned through the date
of such expiration and/or termination.

3.9. Change of Control Payments. (a) If at any time during the Initial
Term and any Renewal Term (i) there is a Change of Control (as defined below)
and (ii) your employment is terminated by the Company without Cause or you
voluntarily terminate your employment for Good Reason, in either case, within
the greater of two years following the Change of Control or the remainder of the
Initial Term or any Renewal Term, as applicable, then the Company shall pay you
an amount equal to three times the sum of (a) your then Annual Base Salary, (b)
the average of the annual bonuses actually paid or guaranteed to you with
respect to the three completed years preceding the date of your termination of
employment (or such lesser number of completed years beginning on the Effective
Date and ending on the date of your termination of employment) and (c) the
aggregate annual dollar amount of the payments made or to be made by the Company
for purposes of providing you with the benefits set forth in Sections 3.3, 3.6
and 3.7 above, less all applicable withholding and other applicable taxes and
deductions (“Change of Control Amount”). The Change of Control Amount shall be
paid to you in cash in a single lump sum within 30 days after the date your
employment terminates. In the event that it is determined that the aggregate
amount of the payments and benefits that could be considered “parachute
payments” within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (collectively, with the regulations and other guidance
promulgated thereunder, the “Code”; and such payments and benefits, the
“Parachute Payments”) that, but for this Section 3.9 would be payable to you
under this Agreement or any other plan, policy or arrangement of the Company,
exceeds the greatest amount of Parachute Payments that could be paid to you
without giving rise to any liability for any excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then the aggregate amount of Parachute Payments
payable to you shall not exceed the amount that produces the greatest after-tax
benefit to you after taking into account any Excise Tax to be payable by you.
Any reduction in Parachute Payments pursuant to the immediately preceding
sentence shall be made in the following order: (1) cash payments that do not
constitute deferred compensation within the meaning of Section 409A of the Code,
(2) welfare or in-kind benefits, (3) equity compensation awards and (4) cash
payments that do constitute deferred compensation, in each case, such reductions
shall be made in the manner that maximizes the present value to you of all such
payments. Subject to the Section 280G limitation referred to above, to the
extent that you are not fully vested in any retirement benefits from any
pension, profit-sharing or other retirement plan or program maintained by the
Company and your employment terminates in the circumstances contemplated by this
Section 3.9(a), the Company shall pay directly to you within 30 days after the
date on which your employment terminates the difference between the amounts that
would have been paid to you had you been fully vested on the date that your
employment terminates and the amounts actually paid or payable to you pursuant
to such plans or programs. The amounts payable to you under this Section 3.9(a)
shall be in lieu of any amounts payable to you under Section 3.8 above.

(b) As used herein, “Change of Control” shall mean the occurrence of one or
more of the following events:

(i) after the Effective Date hereof, any person, entity or “group” as
identified in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934 (the “1934 Act”), other than you or any of your affiliates or Leonard
Riggio or any of his heirs or affiliates, becomes a beneficial owner (as such
term is defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
securities of the Company representing 40% or more of the total number of votes
that may be cast for the election of directors of the Company; or

(ii) within two years after a merger, consolidation, liquidation or sale of
assets involving the Company, or a contested election of a Company director, or
any combination of the foregoing, the individuals who were directors of the
Company immediately prior thereto shall cease to constitute a majority of the
Board; or

(iii) within two years after a tender offer or exchange offer for voting
securities of the Company, the individuals who were directors of the Company
immediately prior thereto shall cease to constitute a majority of the Board.

For the avoidance of doubt, in the event the Company assigns its rights and
obligations under this Agreement pursuant to Section 6.4, (i) the term “Company”
as used in this Section 3.9(b) shall be deemed, from and after the date of such
assignment, to refer to the Successor (as defined in Section 6.4) and (ii) the
board of directors of the Company and the members thereof shall be deemed, from
and after the date of such assignment, to refer to the board of directors, board
of managers or other equivalent governing body of the Successor (and the members
thereof).

4. Non-Competition and Confidential Information.

4.1. Non-Competition. You agree that during the Initial Term and any
Renewal Term and for a period of two years (the “Relevant Period”) after the
termination for any reason of your employment, you shall not, directly or
indirectly, (a) employ or retain, or induce or cause any other person or entity
to employ or retain, any person who is, or who at any time in the twelve-month
period prior to such time had been, employed or retained by the Company or any
of its subsidiaries or affiliates; or (b) provide services, whether as principal
or as agent, officer, director, employee, consultant, shareholder, or otherwise,
alone or in association with any other person, corporation or other entity, to
any Competing Business (as defined below); provided, however, that you may
provide services to a Competing Business (other than Amazon.com, Inc. and its
subsidiaries and affiliates and their respective successors (collectively,
“Amazon”)) that is engaged in one or more businesses other than the Business
Area (as defined below) but only to the extent that you do not provide services,
directly or indirectly, to the segment of such Competing Business that is
engaged in the Business Area. For purposes of this Agreement, the term
“Competing Business” shall mean (i) Amazon or (ii) any person, corporation or
other entity engaged in the Business Area. For purposes of this Agreement, the
term “Business Area” shall mean the sale, distribution or attempted sale or
distribution of books, textbooks, periodicals, newspapers, digital or audio
versions of any of the foregoing or e-reading devices and related software.
Notwithstanding the foregoing, the restrictions of this Section 4.1 shall not
apply to the placement of general advertisements or the use of general search
firm services with respect to a particular geographic area, but which are not
targeted, directly or indirectly, towards employees of the Company or any of its
subsidiaries.

4.2. Ownership of Other Securities. Nothing in Section 4.1 shall be
construed as denying you the right to own securities of any corporation listed
on a national securities exchange or quoted in the NASDAQ System in an amount up
to 5% of the outstanding number of such securities.

4.3. Confidential Information. (a) You shall use best efforts and
diligence both during and after any employment with the Company, regardless of
how, when or why such employment ends, to protect the confidential, trade secret
and/or proprietary character of all Confidential Information and Trade Secret
Information (as defined below). You shall not, directly or indirectly, use (for
your benefit or for the benefit of any other person) or disclose any
Confidential Information or Trade Secret Information, for so long as it shall
remain proprietary or protectable, except as may be necessary for the
performance of your duties for the Company. For purposes of this Agreement,
“Confidential Information” shall mean all confidential information of the
Company, regardless of the form or medium in which it is or was created, stored,
reflected or preserved, information that is either developed by you (alone or
with others) or to which you shall have had access during any employment with
the Company. Confidential Information includes, but is not limited to, Trade
Secret Information, and also includes information that is learned or acquired by
the Company from others with whom the Company has a business relationship in
which, and as a result of which, such information is revealed to the Company.
For purposes of this Agreement, “Trade Secret Information” shall mean all
information, regardless of the form or medium in which it is or was created,
stored, reflected or preserved, that is not commonly known by or generally
available to the public and that: (i) derives or creates economic value, actual
or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use; and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. The Company153s Trade
Secret Information may include, but is not limited to, all confidential
information relating to or reflecting the Company153s research and development
plans and activities; compilations of data; product plans; sales, marketing and
business plans and strategies; pricing, price lists, pricing methodologies and
profit margins; current and planned incentive, recognition and rewards programs
and services; personnel; inventions, concepts, ideas, designs and formulae;
current, past and prospective customer lists; current, past and anticipated
customer needs, preferences and

requirements; market studies; computer software and programs (including
object code and source code); and computer and database technologies, systems,
structures and architectures. You understand that Confidential Information
and/or Trade Secret Information may or may not be labeled as such, and you shall
treat all information that appears to be Confidential Information and/or Trade
Secret Information as confidential unless otherwise informed or authorized by
the Company. Nothing in this Agreement shall be construed to mean that Company
owns any intellectual property or ideas that were conceived by you before you
commenced employment with Company and which you have previously disclosed to the
Company. Subject to Section 4.3(b), nothing in this Section 4.3(a) shall prevent
you from complying with a valid legal requirement (whether by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process) to disclose any Confidential
Information or Trade Secret Information.

(b) You agree that both during and after any employment with the Company,
regardless of how, when or why such employment ends, if you are legally required
(whether by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process) to disclose
any Confidential Information or Trade Secret Information, you shall promptly
notify the Company of such request or requirement so that the Company may seek
to avoid or minimize the required disclosure and/or to obtain an appropriate
protective order or other appropriate relief to ensure that any information so
disclosed is maintained in confidence to the maximum extent possible by the
agency or other person receiving the disclosure, or, in the discretion of the
Company to waive compliance with the provisions of this Section 4.3. Thereafter,
you shall use reasonable efforts, in cooperation with the Company or otherwise,
to avoid or minimize the required disclosure and/or to obtain such protective
order or other relief. If, in the absence of a protective order or the receipt
of a waiver hereunder, you are compelled to disclose the Confidential
Information or Trade Secret Information or else stand liable for contempt or
suffer other sanction, censure or penalty, you shall disclose only so much of
the Confidential Information or Trade Secret Information to the party compelling
disclosure as you believe in good faith on the basis of advice of counsel is
required by law, and you shall give the Company prior notice of the Confidential
Information or Trade Secret Information you believe you are required to
disclose. The Company shall reimburse any reasonable legal fees and related
expenses you incur in order to comply with this Section 4.3(b).

4.4. Inventions. You shall promptly disclose and provide to the
Company, any original works of authorship, designs, formulas, processes,
improvements, compositions of matter, computer software programs, data,
information or databases, methods, procedures or other inventions, developments
or improvements of any kind that you conceive, originate, develop, improve,
modify and/or create, solely or jointly with others, during the period of your
employment, or as a result of such employment (collectively, “Inventions”), and
whether or not any such Inventions also may be included within “Confidential
Information” or “Trade Secret Information” (as defined under this Agreement), or
are patentable, copyrightable or protectable as trade secrets. You acknowledge
and agree that the Company is and shall be the exclusive owner of all rights,
title and interest in and to the Inventions and, specifically, that any
copyrightable works prepared by you within the scope of your employment are
“works for hire” under the Copyright Act, that such “works for hire” are
Inventions and that the Company shall be considered the author and owner of such
copyrightable works. In the event that any Invention is deemed not to be a “work
for hire”, or in the event that you should, by operation of law, be deemed to be
entitled to retain any rights, title or interest in and to any Invention, you
hereby irrevocably waive all rights, title and interest and assign to the
Company, without any further consideration and regardless of any use by the
Company of any such Inventions, all rights, title and interest, if any, in and
to such Invention. You agree that the Company, as the owner of all Inventions,
has the full and complete right to prepare and create derivative works based
upon the Inventions and to use, reproduce, publish, print, copy, market,
advertise, distribute, transfer, sell, publicly perform and publicly display and
otherwise exploit by all means now known or later developed, such Inventions and
derivative works anywhere throughout the world and at any time during or after
your employment hereunder or otherwise.

4.5. Return of Information. You shall promptly deliver to the Company,
upon the termination for any reason of your employment, or at any other time at
the Company153s request, without retaining any copies, all documents, information
and other material in your possession or control containing, reflecting and/or
relating, directly or indirectly, to any Confidential Information and/or Trade
Secret Information.

4.6 Cooperation. You agree that both during and after any employment
with the Company, regardless of how, when or why such employment ends, you shall
provide reasonable cooperation to the Company and its affiliates in connection
with any pending or future lawsuit, arbitration, or proceeding between the
Company

and/or any affiliate and any third party, any pending or future regulatory or
governmental inquiry or investigation concerning the Company and/or any
affiliate and any other legal, internal or business matters of or concerning the
Company and/or any affiliate. Such cooperation shall include meeting with and
providing information the Company, any affiliate and/or their respective
attorneys, auditors or other representatives as reasonably requested by the
Company. The Company shall reimburse any reasonable legal fees and related
expenses you incur in order to comply with this Section 4.6.

4.7. Non-Disparagement. During and after any employment with the
Company, regardless of how, when or why such employment ends, (a) you shall not
make, either directly or by or through another person, any oral or written
negative, disparaging or adverse statements or representations of or concerning
the Company or its subsidiaries or affiliates, any of their clients or
businesses or any of their current or former officers, directors, employees or
shareholders and (b) Company Parties (as defined below) shall not make any oral
or written negative, disparaging or adverse statements or representations of or
concerning you; provided, however, that nothing herein shall prohibit (i)
critical communications between you and the Company or Company Parties during
the Initial Term and any Renewal Term and in connection with your employment or
(ii) you or any Company Party from disclosing truthful information if legally
required (whether by oral questions, interrogatories, requests for information
or documents, subpoena, civil investigative demand or similar process). For
purposes of this Agreement, the term “Company Parties” shall mean the executive
officers and designated spokespersons of the Company.

4.8. Severability. If any of the restrictions in this Section 4 should
for any reason whatsoever be declared invalid, the validity or enforceability of
the remainder of this Agreement shall not be adversely affected thereby.

4.9. Equitable Relief. (a) You acknowledge that your services to the
Company are of a unique character that gives them a special value to the
Company. You further recognize that any violation of the restrictions in this
Section 4 may give rise to losses or damages for which the Company cannot be
reasonably or adequately compensated in an action at law and that such violation
may result in irreparable and continuing harm to the Company. Accordingly, you
agree that, in addition to any other remedy that the Company may have at law or
in equity, the Company shall be entitled to injunctive relief to restrain any
violation by you of the restrictions in this Section 4.

(b) In addition, the Company recognizes that any violation of the
restrictions in Section 4.7(b) may give rise to losses or damages for which you
cannot be reasonably or adequately compensated in an action at law and that such
violation may result in irreparable and continuing harm to you. Accordingly, the
Company agrees that, in addition to any other remedy that you may have at law or
in equity, you shall be entitled to injunctive relief to restrain any violation
by the Company of the restrictions in Section 4.7(b).

4.10. Reasonableness. You acknowledge that the limitations and
obligations contained in this Section 4 are, individually and in the aggregate,
reasonable and properly required by the Company and that in the event that any
such limitations are found to be unreasonable and unenforceable, you shall
submit to such limitations and/or obligations in such form as the arbitrator
shall determine. You agree that you shall not challenge or contest the
reasonableness, validity or enforceability of any such limitations and
obligations.

5. Indemnification. You shall be indemnified by the Company, as an
officer of the Company and its affiliates, against all actions, suits, claims,
legal proceedings and the like to the fullest extent permitted by law, including
advancement of expenses, partial indemnification, indemnification following the
termination of this Agreement, indemnification of your estate and similar
matters. For purposes of this Agreement, such indemnification shall extend to,
to the fullest extent permitted by law, legal fees, costs, expenses, judgments,
settlements, claim resolution payments, arbitration fees, arbitrator fees,
mediation fees, negotiation fees and hold harmless obligations.

6. Miscellaneous.

6.1. Entire Agreement. This Agreement constitutes the entire agreement
between you and the Company with respect to the terms and conditions of your
employment by the Company and supersedes all prior agreements, understandings
and arrangements, oral or written, between you and the Company with respect to
the subject matter hereof.

6.2. Binding Effect; Benefits. This Agreement shall inure to the
benefit of and shall be binding upon you and the Company and our respective
heirs, legal representatives, successors and assigns.

6.3. Amendments and Waivers. This Agreement may not be amended or
modified except by an instrument or instruments in writing signed by both
parties to this Agreement. Electronic communications, even if receipt is
acknowledged, shall not constitute an amendment or modification of this
Agreement.

6.4. Assignment. Neither this Agreement nor any rights or obligations
that either party may have by reason of this Agreement shall be assignable by
either party without the prior written consent of the other party, provided that
the Company may, without your consent, assign your employment and the Company153s
rights and obligations under this Agreement to barnesandnoble.com llc or any
entity formed to facilitate the separation of the Company153s Digital and/or
College businesses from the Company (any such entity, a “Successor”). In the
event of any such assignment, the term “Company” as used herein shall be deemed,
from and after the date of such assignment, to refer to the Successor.

6.5. Notices. Any notice that may or must be given under this
Agreement shall be in writing and shall be personally delivered or sent by
certified or registered mail, postage prepaid, or reputable overnight courier,
addressed to you c/o Seyfarth Shaw, Attn: of Howard Pianko, 620 Eight Avenue,
New York, NY 10018-1405, or to the Company at 122 Fifth Avenue, New York, NY
10011 to the attention of the Vice President for Human Resources for the Company
(with a copy to the General Counsel for the Company), or to such other address
as you or the Company, as the case may be, may designate in writing in
accordance with the provisions of this section.

6.6. Section and Other Headings; Other. The section and other headings
contained in this Agreement are for reference purposes only and are not deemed
to be a part of this Agreement or to affect the meaning and interpretation of
this Agreement. For purposes of this Agreement, the term “including” shall mean
“including, without limitation.”

6.7. Governing Law. This Agreement shall be construed (both as to
validity and performance) and enforced in accordance with and governed by the
laws of the State of New York applicable to agreements made and to be performed
wholly within the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York. Except as provided in Section
6.9, exclusive jurisdiction for all disputes or claims arising under or in
connection with this Agreement, and any and all claims by or against you
relating to your employment with the Company, shall lie in any Federal or state
court located within the County of New York.

6.8. Survival of Rights and Obligations. All rights and obligations
arising hereunder shall continue to have full force and effect after the
termination of this Agreement unless otherwise provided herein to the extent
necessary to preserve the intended benefits of such provisions. If any section
of this Agreement is determined to be void, voidable or unenforceable, it shall
have no effect on the remainder of this Agreement, which shall remain in full
force and effect, and the provisions so held invalid or unenforceable shall be
deemed modified as to give such provisions the maximum effect permitted by
applicable law.

6.9. Arbitration. The parties agree that all disputes arising under or
in connection with this Agreement, and any and all claims by you relating to
your employment with the Company, including any claims of discrimination or
other employment-related claims arising under Title VII of the Civil Rights Act
of 1964, as amended, the Age Discrimination in Employment Act, the Americans
with Disabilities Act or any other employment-related Federal, state or local
law, shall be submitted to arbitration before the American Arbitration
Association (“AAA”) under its rules then prevailing for the type of claim in
issue before one arbitrator and to be held at the AAA153s office located in the
County of New York. In any arbitration hereunder, the arbitrator shall have the
power to issue appropriate injunctive or other non-monetary relief, and award
appropriate compensatory damages. The parties agree that no damages other than
compensatory damages shall be sought or claimed by either party and each party
waives any claim, right or entitlement to punitive, exemplary or consequential
damages, or any

other damages, and each relevant arbitrator is specifically divested of any
power to award any damages in the nature of punitive, exemplary or consequential
damages, or any other damages of any kind or nature in excess of compensatory
damages. Nothing in this arbitration provision shall preclude, and the parties
expressly acknowledge that either party may seek, temporary injunctive relief
from any Federal or state court located within the County of New York in
connection with or as supplement to an arbitration hereunder, including
regarding any claim under Section 4 of this Agreement. For purposes of any such
action or proceeding, the parties each hereby specifically submit to the
personal jurisdiction of any Federal or state court located within the County of
New York and further agree that service of process may be made within or without
the State of New York by giving notice in the manner provided in Section 6.5 of
this Agreement.

6.10. Section 409A of the Code. It is intended that the provisions of
this Agreement comply with Section 409A of the Code, and all provisions of this
Agreement shall be construed and interpreted in a manner consistent with the
requirements for avoiding taxes or penalties under Section 409A of the Code. If,
at the time of your separation from service (within the meaning of Section 409A
of the Code), (a) you shall be a specified employee (within the meaning of
Section 409A of the Code and using the identification methodology selected by
the Company from time to time) and (b) the Company shall make a good faith
determination that an amount payable under this Agreement or any other plan,
policy, arrangement or agreement of or with the Company (this Agreement and such
other plans, policies, arrangements and agreements, the “Company Plans”)
constitutes deferred compensation (within the meaning of Section 409A of the
Code) the payment of which is required to be delayed pursuant to the six-month
delay rule set forth in Section 409A of the Code in order to avoid taxes or
penalties under Section 409A of the Code, then the Company shall not pay any
such amount on the otherwise scheduled payment date but shall instead accumulate
such amount and pay it, without interest, on the first day of the seventh month
following such separation from service. Except as permitted under Section 409A
of the Code, any deferred compensation (within the meaning of Section 409A of
the Code) payable to or for your benefit under any Company Plan may not be
reduced by, or offset against, any amount owing by you to the Company. Except as
specifically permitted by Section 409A of the Code, the benefits and
reimbursements provided to you under this Agreement and any Company Plan during
any calendar year shall not affect the benefits and reimbursements to be
provided to you under the relevant section of this Agreement or Company Plan in
any other calendar year, and the right to such benefits and reimbursements
cannot be liquidated or exchanged for any other benefit and shall be provided in
accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto.
Further, in the case of reimbursement payments, such payments shall be made to
you on or before the last day of the calendar year following the calendar year
in which the underlying fee, cost or expense is incurred. Notwithstanding the
preceding, the Company makes no representations concerning the tax consequences
of your participation in this Agreement under Section 409A of the Code or any
other Federal, state or local tax law. Your tax consequences shall depend, in
part, upon the application of relevant tax law, including Section 409A of the
Code, to the relevant facts and circumstances. You should consult a competent
and independent tax advisor regarding the tax consequences of this Agreement.

6.11. Representations and Warranties. You hereby represent and warrant
to the Company that (a) your execution, delivery and performance of this
Agreement do not and shall not conflict with, breach, violate or cause a default
under any contract, agreement, instrument, order, judgment or decree to which
you are a party or by which you are bound; (b) you are not a party to or bound
by any employment agreement, noncompete agreement or confidentiality agreement
with any other person or entity that has not been disclosed to the Company prior
to the execution of this Agreement; (c) in the performance of any duties and
responsibilities on behalf of the Company, you shall not divulge or use in any
way any trade secrets or confidential or proprietary information that are within
your possession or knowledge (if any), are owned by any other person or entity
and regardless of whether or not such trade secrets or confidential or
proprietary information are subject to any written agreement; and (d) upon the
execution and delivery of this Agreement, it shall be a valid and binding
obligation, enforceable in accordance with its terms. You hereby acknowledge and
represent that you fully understand the terms and conditions contained herein.

6.12. Counterparts. This Agreement may be executed in one or more
identical counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.

If the foregoing accurately reflects our agreement, kindly sign and return to
us the enclosed duplicate copy of this letter.

Very truly yours,


BARNES & NOBLE, INC.

By:		/s/ Michelle Smith
		Name: Michelle Smith
		Title: Vice President, Human Resources

Accepted and Agreed to:

Michael P. Huseby


By:		/s/ Michael P. Huseby
		Name: Michael P. Huseby

Date:		March 9, 2012

[Signature Page to Employment Agreement]

EXHIBIT A

BARNES & NOBLE, INC.

2009 EXECUTIVE PERFORMANCE PLAN

BARNES & NOBLE, INC., a corporation existing under the laws of the State
of Delaware (the “Company”), hereby establishes and adopts the following 2009
Executive Performance Plan (the “Plan”). Certain capitalized terms used in the
Plan are defined in Article 2.

RECITALS

WHEREAS, the Company desires to encourage high levels of
performance by those individuals who are key to the success of the Company, to
attract new individuals who are highly motivated and who are expected to
contribute to the success of the Company and to stimulate the efforts of such
individuals to contribute to the continued success and growth of the Company153s
business; and

WHEREAS, to attain these ends, the Company has formulated
the Plan embodied herein to authorize the awarding of bonuses that are intended
to qualify as “performance based compensation” within the meaning of Section
162(m) of the Code.

NOW, THEREFORE, the Company hereby constitutes, establishes
and adopts the following Plan and agrees to the following provisions:

ARTICLE 1

PURPOSE OF THE PLAN

1.1. Purposes. The purposes of the Plan are to
provide personal incentive and financial rewards to senior management who,
because of the extent of their responsibilities, can and do make significant
contributions to the success of the Company by their ability, industry, loyalty
and exceptional services. Making such senior management participants in that
success will advance the interests of the Company and its stockholders and will
assist the Company in attracting and retaining such senior management.

ARTICLE 2

DEFINITIONS

2.1. “Award” shall mean the amount of the Incentive
Award paid to a Participant pursuant to the Plan.

2.2. “Board” shall mean the board of directors of
the Company.

2.3. “Certification” shall have the meaning set
forth in Section 4.2.

2.4. “Code” shall mean the Internal Revenue Code of
1986, as amended from time to time, and any successor thereto.

2.5. “Committee” shall mean the Compensation
Committee of the Board (or such other committee designated by the Compensation
Committee of the Board), consisting of no fewer than two directors, each of whom
is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 (or any
successor rule) of the Exchange Act, (ii) an “outside director” within the
meaning of Section 162(m)(4)(C)(i) of the Code, and (iii) an “independent
director” for purpose of the rules and regulations of the New York Stock
Exchange.

2.6. “Company” has the meaning set forth in the
introductory paragraph of the Plan.

2.7. “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.

EXHIBIT A

2.8. “Incentive Award” shall mean an amount equal
to 1.5% of the Company153s Operating Income for the Performance Period for each
Participant.

2.9. “Operating Income” shall mean the gross profit
minus operating expenses of the Company and its Subsidiaries on a consolidated
basis, before deduction of interest payments and income taxes and accrual of any
amounts for payment under this Plan for the Performance Period, as reported in
the Company153s income statement for the applicable Performance Period, without
regard to items relating to (a) restructurings, discontinued operations,
extraordinary items, and other unusual or non-recurring charges, (b) an event
either not directly related to the operations of the Company or not within the
reasonable control of the Company153s management, or (c) changes in accounting
standards required by generally accepted accounting principles, in each case as
determined in accordance with generally accepted accounting principles and as
reported in (x) the Company153s consolidated statement of operations, (y) notes to
the Company153s consolidated financial statements or (z) management153s discussion
and analysis with respect to the Company153s consolidated financial statements as
filed with the U.S. Securities and Exchange Commission, in each case for the
applicable Performance Period.

2.10. “Participant” shall mean the Company153s Chief
Executive Officer and each other executive officer of the Company selected by
the Committee pursuant to Section 4.1 to participate in this Plan with respect
to any given Performance Period.

2.11. “Performance Period” shall mean the Company153s
fiscal year or any other period during a fiscal year that the Committee, in its
sole discretion, may determine.

2.12. “Shares” shall mean the shares of common
stock of the Company, par value $0.001 per share.

2.13. “Subsidiary” shall mean any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Award, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the
other corporations in the chain, excluding any such Subsidiary whose securities
are publicly traded.

ARTICLE 3

ELIGIBILITY AND ADMINISTRATION

3.1. Eligibility. The individuals eligible to
participate in the Plan shall be the Company153s Chief Executive Officer and any
other executive officer of the Company or any Subsidiary selected by the
Committee to participate in the Plan.

3.2. Administration. (a) The Plan shall be
administered by the Committee. The Committee shall have full power and
authority, subject to the provisions of the Plan and subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the Participants to whom Incentive
Awards may from time to time be granted hereunder; (ii) determine the terms and
conditions of Incentive Awards, not inconsistent with the provisions of the
Plan, and whether an Award shall be paid in cash or Shares; (iii) determine the
time when Incentive Awards will be made and the Performance Period to which they
relate; (iv) certify the calculation of Operating Income and the amount of the
Incentive Award payable to each Participant in respect of Performance Periods;
(v) in connection with the determination of the amount of each Award, determine
whether and to what extent the Incentive Award shall be reduced based on such
factors as the Committee deems appropriate in its discretion; (vi) interpret and
administer the Plan; (vii) correct any defect, supply any omission or reconcile
any inconsistency in the Plan in the manner and to the extent that the Committee
shall deem desirable to carry it into effect; (viii) establish such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take any
other action that the Committee deems necessary or desirable for administration
of the Plan.

(b) Decisions of the Committee shall be final, conclusive and binding on all
persons or entities, including the Company, any Participant and any person
claiming any benefit or right under an Incentive Award or under the Plan. A
majority of the members of the Committee may determine its actions and fix the
time and place of its meetings.

EXHIBIT A

(c) To the extent not inconsistent with the applicable provisions of Section
162(m) of the Code, applicable law or the rules and regulations of the New York
Stock Exchange, the Committee may delegate to one or more officers of the
Company or any of its Subsidiaries the authority to take actions on its behalf
pursuant to the Plan.

ARTICLE 4

AWARDS

4.1. Performance Period. Not later than 90 days
after the commencement of each fiscal year of the Company, the Committee shall,
in writing, (i) designate one or more Performance Periods for such fiscal year,
provided that any Performance Period of less than one year shall be designated
no later than the date on which 25% of such Performance Period has lapsed, (ii)
determine the Participants for such Performance Period(s), and (iii) specify any
adjustments to Operating Income for the Performance Period. If a person becomes
eligible to participate in the Plan after the Committee has made its initial
written determination of the Participants for a Performance Period, such
individual may become a Participant for the Performance Period if so designated
by the Committee in writing.

4.2. Certification. As soon as reasonably
practicable following the conclusion of each Performance Period, the Committee
shall certify, in writing, the amount of Operating Income and the Incentive
Award for each Participant (the “Certification”).

4.3. Payment of Incentive Awards. Following each
Certification, the Committee shall determine the amount of the Incentive Award
actually payable to each Participant in its sole discretion based on such
factors as it deems appropriate, provided that the actual Award shall not exceed
the Incentive Award with respect to such Participant. The Award amount
determined by the Committee for a Performance Period shall, subject to Section
4.4, be paid to each Participant no later than the fifteenth day of the third
month following the end of the fiscal year of the Company in which the
applicable Performance Period ends. Awards shall be paid in cash or, in the
Committee153s sole discretion, in shares under a shareholder approved stock plan
of the Company or any combination thereof.

4.4. Deferral. A Participant shall be entitled to
elect to defer the payment of any Award payable to such Participant under the
Plan pursuant to a plan or arrangement satisfying the requirements of Section
409A of the Code.

4.5. Changes in Employment. If a person becomes a
Participant during a Performance Period (pursuant to the last sentence of
Section 4.1 herein) or if a Participant dies or retires or if a Participant153s
employment otherwise ceases during a Performance Period (except for termination
by the Company for cause, as determined by the Committee in its sole
discretion), the Incentive Award payable to such a Participant may be
proportionately reduced based on the period of actual employment during the
applicable Performance Period), as determined by the Committee in its sole
discretion.

ARTICLE 5

GENERALLY APPLICABLE PROVISIONS

5.1. Amendment and Termination of the Plan. The
Board may, from time to time, alter, amend, suspend or terminate the Plan as it
shall deem advisable, subject to any requirement for stockholder approval
imposed by applicable law, including Section 162(m) of the Code or by the rules
and regulations of the New York Stock Exchange.

5.2. Section 162(m) of the Code. Unless otherwise
determined by the Committee, the provisions of this Plan shall be administered
and interpreted in accordance with Section 162(m) of the Code to ensure the
deductibility by the Company or its Subsidiaries of the payment of Awards.

5.3. Tax Withholding. The Company or any Subsidiary
shall have the right to make all payments or distributions pursuant to the Plan
to a Participant, net of any applicable Federal, State and local taxes required
to be paid or withheld. The Company or any Subsidiary shall have the right to
withhold from wages, Awards or other amounts otherwise payable to such
Participant such withholding taxes as may be required by law, or to otherwise
require the Participant to pay such withholding taxes. If the Participant shall
fail to make such tax payments as are required, the

EXHIBIT A

Company or any Subsidiary shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
such Participant or to take such other action as may be necessary to satisfy
such withholding obligations.

5.4. Right of Discharge Reserved; Claims to Awards.
Nothing in the Plan nor the grant of an Award hereunder shall confer upon any
Participant the right to continue in the employment of the Company or any
Subsidiary or affect any right that the Company or any Subsidiary may have to
terminate the employment of (or to demote or to exclude from future Awards under
the Plan) any such Participant at any time for any reason. No Participant shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants under the Plan.

5.5. Other Plans. Nothing contained in the Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

5.6. Severability. If any provision of the Plan
shall be held unlawful or otherwise invalid or unenforceable in whole or in part
by a court of competent jurisdiction, such provision shall (a) be deemed limited
to the extent that such court of competent jurisdiction deems it lawful, valid
and/or enforceable and as so limited shall remain in full force and effect, and
(b) not affect any other provision of the Plan or part thereof, each of which
shall remain in full force and effect. If the making of any payment or the
provision of any other benefit required under the Plan shall be held unlawful or
otherwise invalid or unenforceable by a court of competent jurisdiction, such
unlawfulness, invalidity or unenforceability shall not prevent any other payment
or benefit from being made or provided under the Plan, and if the making of any
payment in full or the provision of any other benefit required under the Plan in
full would be unlawful or otherwise invalid or unenforceable, then such
unlawfulness, invalidity or unenforceability shall not prevent such payment or
benefit from being made or provided in part, to the extent that it would not be
unlawful, invalid or unenforceable, and the maximum payment or benefit that
would not be unlawful, invalid or unenforceable shall be made or provided under
the Plan.

5.7. Construction. All references in the Plan
to “Section,” or “Article” are intended to refer to the
Section, Sections or Article, as the case may be, of the Plan. As used in the
Plan, the word “including,” and variations thereof, shall not be deemed
to be terms of limitation, but rather shall be deemed to be followed by the
words “without limitation.”

5.8. Unfunded Status of the Plan. The Plan is
intended to constitute an “unfunded” plan for incentive compensation. With
respect to any payments not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company or any Subsidiary.

5.9. Governing Law. The Plan and all determinations
made and actions taken thereunder, to the extent not otherwise governed by the
Code or the laws of the United States, shall be governed by the laws of the
State of Delaware, without reference to principles of conflict of laws that
might result in the application of the laws of another jurisdiction, and
construed accordingly.

5.10. Effective Date of Plan. The Plan shall be
effective on the date of the approval of the Plan by the holders of a majority
of the shares entitled to vote at a duly constituted meeting of the stockholders
of the Company. The Plan shall be null and void and of no effect if the
foregoing condition is not fulfilled.

5.11. Captions. The captions in the Plan are for
convenience of reference only, and are not intended to narrow, limit or affect
the substance or interpretation of the provisions contained herein.

EXHIBIT B

GENERAL RELEASE AND WAIVER

1. [Name] (“Employee”) hereby acknowledges and agrees that Employee153s
employment with Barnes & Noble, Inc. (the “Company”) terminated on , 20 (the
“Termination Date”).

2. Employee acknowledges and agrees that Employee153s executing this General
Release and Waiver (“Release”) is a condition precedent to the Company153s
obligation to pay (and the Employee153s right to retain) the payments and benefits
set forth in Section 3.8 of the employment letter agreement, dated as of [],
between Employee and the Company (such agreement referred to herein as the
“Employment Agreement” and such payments and benefits collectively referred to
herein as the “Separation Benefit”), that the Separation Benefit is adequate
consideration for this Release, and that any monetary or other benefits that,
prior to the execution of this Release, Employee may have earned or accrued, or
to which Employee may have been entitled, have been paid or such payments or
benefits have been released, waived or settled by Releasor (as defined below)
except as expressly provided in this Release.

3. (a) THIS SECTION PROVIDES A COMPLETE RELEASE AND WAIVER OF ALL EXISTING
AND POTENTIAL CLAIMS EMPLOYEE MAY HAVE AGAINST EVERY PERSON AND ENTITY INCLUDED
WITHIN THE DESCRIPTION BELOW OF “RELEASEE.” BEFORE EMPLOYEE SIGNS THIS RELEASE,
EMPLOYEE MUST READ THIS SECTION CAREFULLY, AND MAKE SURE THAT EMPLOYEE
UNDERSTANDS IT FULLY.

(b) In consideration of Employee153s receipt and acceptance of the Separation
Benefit from the Company, and on behalf of the Company and each Releasee (as
defined below), Employee, on Employee153s behalf and on behalf of Employee153s
heirs, executors, administrators, successors and assigns (collectively,
“Releasor”), hereby irrevocably, unconditionally and generally releases the
Company, its current and former officers, directors, shareholders, trustees,
parents, members, managers, affiliates, subsidiaries, branches, divisions,
benefit plans, agents, attorneys, advisors, counselors and employees, and the
current and former officers, directors, shareholders, agents, attorneys,
advisors, counselors and employees of any such parent, affiliate, subsidiary,
branch or division of the Company and the heirs, executors, administrators,
receivers, successors and assigns of all of the foregoing (each, a “Releasee”),
from or in connection with, and hereby waives and/or settles, except as provided
in Section 3(c), any and all actions, causes of action, suits, debts, dues, sums
of money, accounts, controversies, agreements, promises, damages, judgments,
executions, or any liability, claims or demands, known or unknown and of any
nature whatsoever, whether or not related to employment, and which Releasor ever
had, now has or hereafter can, shall or may have as of the date of this Release,
including, without limitation, (i) any rights and/or claims arising under any
contract, express or implied, written or oral, including, without limitation,
the Employment Agreement; (ii) any rights and/or claims arising under any
applicable foreign, Federal, state, local or other statutes, orders, laws,
ordinances, regulations or the like, or case law, that relate to employment or
employment practices, including, without limitation, family and medical, and/or,
specifically, that prohibit discrimination based upon age, race, religion, sex,
color, creed, national origin, sexual orientation, marital status, disability,
medical condition, pregnancy, veteran status or any other unlawful bases,
including, without limitation, the Civil Rights Act of 1964, as amended, the
Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as
amended, the Age Discrimination in Employment Act of 1967, as amended, the
Americans with Disabilities Act of 1990, as amended, the Family Medical Leave
Act of 1993, as amended, the Employee Retirement Income Security Act of 1974, as
amended, the Vietnam Era Veterans153 Readjustment Assistance Act of 1974, as
amended, the Worker Adjustment and Retraining Notification Act of 1988, as
amended, and any similar applicable statutes, orders, laws, ordinances,
regulations or the like, or case law, of the State of New York and any State in
which any Releasee is subject to jurisdiction, or any political subdivision
thereof, including, without limitation, the New York State Human Rights Law, the
New York State Labor Law and the New York City Human Rights Law, and all
applicable rules and regulations promulgated pursuant to or concerning any of
the foregoing statutes, orders, laws, ordinances, regulations or the like; (iii)
any waivable rights and/or claims relating to wages and hours, including under
state or local labor or wage payment laws; (iv) any rights and/or claims to
benefits that Employee may have or become entitled to receive under any
severance, termination, change of control, bonus or similar policy, plan,
program, agreement or similar or related arrangements, including, without
limitation, any offer letter, letter agreement or employment agreement between
Employee and the Company; (v) any rights and/or claims that Employee may have to
receive any equity in the Company (whether restricted or unrestricted) in the
future; and (vi) and any rights and/or claims for attorneys153 fees. Employee
agrees not to challenge or contest the reasonableness, validity or
enforceability of this Release.

EXHIBIT B

(c) Notwithstanding the foregoing, Employee does not release any Releasee
from any of the following rights and/or claims: (i) any rights and/or claims
Employee may have that arise after the date Employee signs this Release; (ii)
any rights and/or claims that by law cannot be waived by private agreement;
(iii) Employee153s right to file a charge with or participate in any investigation
or proceeding conducted by the U.S. Equal Employment Opportunity Commission
(“EEOC”) or similar government agency; provided that even though Employee can
file a charge or participate in an investigation or proceeding conducted by the
EEOC or similar government agency, by executing this Release, Employee is
waiving his ability to obtain relief of any kind from any Releasee to the extent
permitted by law; (iv) Employee153s non-forfeitable rights to accrued benefits
(within the meaning of Sections 203 and 204 of ERISA); (v) any rights and/or
claims to insurance coverage under any directors153 and officers153 personal
liability insurance or fiduciary insurance policy; and (vi) any rights and/or
claims to enforce the Employment Agreement in accordance with its terms.

4. Employee represents and warrants that Employee has not filed or commenced
any complaints, claims, actions or proceedings of any kind against any Releasee
with any Federal, state or local court or any administrative, regulatory or
arbitration agency or body. Employee hereby waives any right to, and agrees not
to, seek reinstatement or employment of any kind with any Releasee and, without
waiver by any Releasee of the foregoing, the existence of this Release shall be
a valid, nondiscriminatory basis for rejecting any such application or, in the
event Employee obtains such employment, for terminating such employment. This
Release and the Separation Benefit are not intended to be, shall not be
construed as and are not, an admission or concession by any Releasee of any
wrongdoing or illegal or actionable acts or omissions.

5. (a) Employee hereby represents and agrees that Employee shall keep
confidential and not disclose orally or in writing, to any person, except as may
be required by law, any and all information concerning the existence or terms of
this Release and the amount of any payments made hereunder. Employee further
agrees that, except as shall be required by law, Employee shall keep
confidential and not disclose orally or in writing, directly or indirectly, to
any person (except Employee153s immediate family, attorneys and accountant), any
and all information concerning any facts, claims or assertions relating or
referring to any experiences of Employee or treatment Employee received by or on
behalf of any Releasee through the date of this Release.

(b) If Employee is requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or
similar process) to disclose any information covered by Section 5(a), Employee
shall promptly notify the Company of such request or requirement so that the
Company may seek to avoid or minimize the required disclosure and/or to obtain
an appropriate protective order or other appropriate relief to ensure that any
information so disclosed is maintained in confidence to the maximum extent
possible by the agency or other person receiving the disclosure, or, in the
discretion of the Company, to waive compliance with the provisions of this
Release. Employee shall use reasonable efforts, in cooperation with the Company
or otherwise, to avoid or minimize the required disclosure and/or to obtain such
protective order or other relief. If, in the absence of a protective order or
the receipt of a waiver hereunder, Employee is compelled to disclose such
information or else stand liable for contempt or suffer other sanction, censure
or penalty, Employee shall disclose only so much of such information to the
party compelling disclosure as he believes in good faith on the basis of advice
of counsel is required by law, and Employee shall give the Company prior notice
of such information he believes he is required to disclose.

6. (a) Employee shall not make, either directly or by or through another
person, any oral or written negative, disparaging or adverse statements or
representations of or concerning any Releasee.

(b) Without limitation to the survival of any other terms of the Employment
Agreement subsequent to the end of Employee153s employment, the expiration or
termination of the Employment Agreement, and/or the execution and effectiveness
of this Release, Employee and the Company expressly acknowledge that the terms
of Sections 4 and 5 of the Employment Agreement survive and shall be in full
force and effect as provided in the Employment Agreement.

EXHIBIT B

7. The covenants, representations and acknowledgments made by Employee in
this Release shall continue to have full force and effect after the execution
and effectiveness of this Release and the delivery of the Separation Benefit,
and this Release shall inure to the benefit of each Releasee, and the successors
and assigns of each of them, to the extent necessary to preserve the intended
benefits of such provisions. If any section of this Release is determined to be
void, voidable or unenforceable, it shall have no effect on the remainder of
this Release, which shall remain in full force and effect, and the provisions so
held invalid or unenforceable shall be deemed modified as to give such
provisions the maximum effect permitted by applicable law. Without limitation to
Section 3.8 of the Employment Agreement, the Company shall be excused and
released from any obligation to make payment of the Separation Benefit, and
Employee shall be obligated to return to the Company the Separation Benefit, in
the event that Employee is found to have (a) made a material misstatement in any
term, condition, covenant, representation or acknowledgment in this Release, or
(b) Employee is found to have committed or commits a material breach of any
term, condition or covenant in this Release.

8. This Release and the Employment Agreement constitute the sole and complete
agreement between the parties with respect to the matters set forth therein and
supersedes all prior agreements, understandings and arrangements, oral or
written, between Employee and the Company with respect to the subject matter
thereof. This Release may not be amended or modified except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment is sought. Either party may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Release to be performed or complied with by such other party.

9. With respect to any claims or disputes under or in connection with this
Release or any claims released under Section 3 of this Release, Employee and the
Company hereby acknowledge and agree that Sections 6.7 and 6.9 of the Employment
Agreement shall govern. Employee acknowledges that a breach or threatened breach
of the provisions of this Release may give rise to losses or damages for which
the Company cannot be reasonably or adequately compensated in an action at law,
and that such violation may result in irreparable and continuing harm to the
Company. Accordingly, Employee agrees that, in addition to any other remedy that
the Company may have at law or in equity, the Company shall be entitled to seek
equitable relief, including, without limitation, injunction and specific
performance and Employee hereby waives any requirements for security or posting
of any bond in connection with such relief. No specification in this Release of
any particular remedy shall be construed as a waiver or prohibition of any other
remedies (including claims for damages) in the event of a breach or threatened
breach of this Release.

10. Employee agrees and acknowledges that (a) Employee has had an adequate
opportunity to review this Release and all of its terms, (b) Employee
understands all of the terms of this Release, which are fair, reasonable and are
not the result of any fraud, duress, coercion, pressure or undue influence
exercised by or on behalf of any Releasee and (c) Employee has agreed to and/or
entered into this Release and all of the terms hereof, knowingly, freely and
voluntarily.

11. By executing this Release, Releasor acknowledges that (a)
Employee has been advised by the Company to consult with an attorney before
executing this Release; (b) Employee was provided adequate time (i.e., at least
21 days) to review this Release and to consider whether to sign this Release and
(c) Employee has been advised that Employee has 7 days following execution to
revoke this Release (“Revocation Period”). Notwithstanding anything to the
contrary contained herein or in the Employment Agreement, this Release shall not
be effective or enforceable, and the Separation Benefit is not payable and shall
not be delivered or paid by the Company, until the Revocation Period has expired
and provided that Employee has not revoked this Release. Employee agrees that
any revocation shall be made in writing and delivered to , Vice President, Human
Resources, Barnes & Noble, Inc., 122 Fifth Avenue, NY, NY 10011. Employee
acknowledges that revocation of this Release shall result in the Company153s not
having an obligation to pay the Separation Benefit.


Signature:		Date:
	[Name]

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