On April 27, 2017, Barnes Noble, Inc. (the Company) issued a
press release announcing that Leonard Riggio stepped down as
Chief Executive Officer and that Demos Parneros was promoted to
Chief Executive Officer, effective immediately (the Press
Release). Mr. Parneros was also appointed to the Companys Board
of Directors (the Board), effective immediately, to hold office
until the Companys annual meeting of stockholders to be held in
2017. Leonard Riggio will continue to be a member of the Board
and will be the Boards Non-Executive Chairman. A copy of the
Press Release is attached hereto as Exhibit 99.1.

Mr. Parneros, 55, joined the Company as Chief Operating Officer
in November 2016. Mr. Parneros was previously employed by
Staples, Inc. (Staples) for approximately 30 years. During this
time period, Mr. Parneros gained leadership experience in all
aspects of retail management, including operations, human
resources, merchandising, e-commerce, marketing and real estate.
From January 2013 to March 2016, Mr. Parneros served as
President, North American Stores Online at Staples, where he was
responsible for a team of 50,000 associates, across 1,800 stores
and Staples online business. Prior to this position, Mr. Parneros
was President, U.S. Stores at Staples from April 2002 to December
2012. Since January 2014, Mr. Parneros has been a member of the
board of directors of KeyCorp and since July 2009 he has been a
member of the board of advisors of Modells Sporting Goods.

Amendment to the Employment Agreement with Demos Parneros

In connection with his promotion, Mr. Parneros and the Company
entered into an amendment to his employment agreement with the
Company (the Amendment). The Amendment provides that he will
serve as the Chief Executive Officer and report to the Board. The
Amendment also provides that he is entitled to: (i) an annual
base salary of $1,200,000, or such higher amount as determined by
the Compensation Committee of the Board (the Committee); (ii) an
annual target bonus amount of 150% of his annual base salary,
with a maximum annual bonus amount of 200% of his annual base
salary; and (iii) an annual grant of equity or equity-based
awards of the Company with an aggregate grant date value equal to
300% of his annual base salary.

The Amendment also changed certain provisions in his employment
agreement related to severance in the event of certain
terminations. In the event that Mr. Parneros employment is
terminated by the Company without cause or in connection with a
non-renewal of the term of his employment agreement or he
terminates for good reason, subject to the execution of a release
of claims against the Company, Mr. Parneros will be entitled to:
(i) an amount equal to two times the sum of his annual base
salary, average bonus over the previous three fiscal years and
benefits costs; (ii) any unpaid, but earned bonus for the fiscal
year prior to the date of his termination of employment; and
(iii) full vesting of any equity awards that vest solely based on
continued employment. If such a termination of employment occurs
within two years following a change in control, Mr. Parneros will
be entitled to: (i) an amount equal to three times the sum of his
annual base salary, average bonus over the previous three fiscal
years and benefits costs; (ii) any unpaid, but earned bonus for
the fiscal year prior to the date of his termination of
employment; and (iii) full vesting of any equity awards that vest
solely based on continued employment. In the event that his
employment is terminated due to death or disability, Mr. Parneros
will be entitled to: (i) payment of a prorated bonus based on
actual performance of the applicable performance goals; and (ii)
prorated vesting of outstanding equity awards, with the vesting
of any performance-based equity awards being determined based on
the actual performance of the applicable performance goals.

The Amendment also increases the time period in which Mr.
Parneros is subject to the non-competition and non-solicit
covenants from one year following termination of employment to
two years following termination of employment.

The foregoing description of the Amendment is a summary of its
material terms, does not purport to be complete, and is qualified
in its entirety by reference to the Amendment filed as Exhibit
10.1 to this report and incorporated by reference herein.

Exhibit No.		Description of Exhibit
10.1		Amendment to Employment Agreement, dated April 27, 2017, between Barnes Noble, Inc. and Demos Parneros.
99.1		Press Release of Barnes Noble, Inc., dated April 27, 2017.