EX-10.83



 Exhibit 10.83 
  





 
 Performance-Based Stock Unit Award Certificate 

PERSONAL & CONFIDENTIAL 

 
  

			
	Granted To:	  	Name
		  	Address
		  	City, State Zip

 You have been awarded Performance-Based Stock Units (“PSUs”) of Barnes & Noble, Inc., as described below.
Subject to the terms of the Performance-Based Stock Unit Award Agreement and the Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan (the “Plan”), each PSU constitutes an unfunded and unsecured promise of the Company to
deliver to you one share of common stock of Barnes & Noble, Inc., par value $0.001 per share. 
  

							
	Employee ID:	  	XXXXX	 		 	
				
	Grant Date:	  	July 15, 2015	 	Target Number of PSUs Awarded:	 	x,xxx

 Performance Period: The Performance Period shall be three fiscal years commencing on May 3, 2015 and ending on April 28,
2018. 
 Performance Metrics: (i) earnings before interest, taxes, depreciation and amortization of the Company retail segment (“EBITDA”) and
(ii) revenue of the Company retail segment (“Revenue”); provided, however, EBITDA and Revenue shall be adjusted to exclude (1) any costs and expenses relating to any effort to prepare for or implement, or resulting from,
a partial or complete separation of one or more of the Company’s businesses; if the distribution by the Company of all of the outstanding shares of Barnes & Noble Education, Inc. (“BNED”) common stock owned by the Company occurs
prior to the end of fiscal year 2016; (2) any costs and expenses relating to the Retail/NOOK integration; (3) non-routine litigation expenses, such as derivative actions; and (4) the termination of the Company’s Employees’ Retirement Plan,
in each case, as determined in accordance with generally accepted accounting principles and identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis with respect to the
financial statements as filed with the U.S. Securities and Exchange Commission. 
 Performance Vesting: 50% of the Target Number of PSUs Awarded will vest
based on the EBITDA level achieved during the Performance Period (the “EBITDA PSUs”) and 50% of the Target Number of PSUs Awarded will vest based on the Revenue level achieved during the Performance Period (the “Revenue PSUs”),
as set forth below. 
  

			
	 Performance Period

EBITDA Level (in millions)
	  	 % of EBITDA

PSUs Vested

		  	0%
		  	50% — < 100%
		  	100% — < 150%
		  	150%


  
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 Performance-Based Stock Unit Award Certificate 

 

			
	 Performance Period

Revenue Levels (in millions)
	  	 % of Revenue

PSUs Vested

		  	0%
		  	50% — < 100%
		  	100% — < 150%
		  	150%

 For any amounts calculated under this Certificate that fall between two percentages set forth in the right columns above that
are between 50% and 150%, the percentage of the number of applicable PSUs that vest shall be interpolated in a straight line between the two relevant percentages, rounded to the nearest whole percentage. 

Time Vesting: Except as otherwise as set forth in the Performance-Based Stock Unit Award Agreement, you must be continuously employed by the Company or
any of its Affiliates during the entire Performance Period in order to vest in any portion of the Target Number of PSUs Awarded. 
 By your signature below,
you agree that these PSUs are awarded under and governed by the terms and conditions of the Plan, the Performance-Based Stock Unit Award Agreement and the Insider Trading Policy, all of which are attached and made a part of this document. 

 

							
	Signature:	 	  
	  	Date:	 	  


 NOTE: If there are any discrepancies in the name or address shown above, please make the appropriate correction on this form.

 PLEASE RETURN TO: 

Barnes & Noble, Inc. 
 1400
Old Country Road 
 Westbury, New York 11590 

Attn: Cheryl Caponi, Human Resources 

(516) 338-8471 

  
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