Bed, Bath and Beyond 2008 Annual Report Download - page 52

BED BATH & BEYOND PROXY STATEMENT
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is subject to the attainment of performance goals, the Committee is responsible for certifying that the performance goals have
been attained.
Eligibility and Types of Awards
All employees, consultants and prospective employees and consultants of the Company and its affiliates and non-employee
directors of the Company are eligible to be granted stock options, SARs, restricted stock awards, performance awards and other
stock-based awards under the 2004 Plan. Eligibility for awards under the 2004 Plan is determined by the applicable Committee in
its sole discretion.
Available Shares
The aggregate number of shares of common stock of the Company that may be issued or used for reference purposes under the
2004 Plan remains at a limit of 19,000,000 shares plus shares of common stock which were available for grant under the 1996,
1998, 2000 and 2001 Stock Option Plans, which, as of the date of the 2004 Annual Meeting, were 6,951,458 shares. As of the fiscal
year ended February 28, 2009, 18,215,939 shares of common stock of the Company remained available for grant under the 2004
Plan, taking into account grants thereunder as well as cancellations and forfeitures.
Shares of common stock that are subject to options or SARs count against the overall limit as one share for every share granted.
Shares of common stock that are subject to other types of awards count against this limit as 1.80 shares for every share granted.
The maximum number of shares of common stock subject to any option and/or SAR that may be granted under the 2004 Plan
during any fiscal year of the Company to each employee is, in the aggregate, 1,000,000 shares. The maximum number of shares of
common stock subject to any restricted stock award and/or other stock-based award that is subject to the attainment of specified
performance goals that may be granted under the 2004 Plan during any fiscal year of the Company to each employee is 500,000
shares. The maximum number of shares of common stock subject to any performance award denominated in shares of common
stock that may be granted to an employee under the 2004 Plan attributable to any year of a performance period is 500,000
shares. The maximum payment that may be made to an employee under the 2004 Plan and denominated in dollars for a
cash-based award attributable to any year of a performance period is $2,000,000. The above per-participant limits are increased
for an employee to the extent that awards made to the employee in any prior year under the 2004 Plan were for less than the
maximum number of shares or the amounts permitted to be granted, in the aggregate, to the employee.
If the Committee determines in good faith that an adjustment is necessary, it will adjust the above individual maximum share lim-
its, the aggregate sharelimit and the terms of outstanding options and other awards to reflect certain changes in the Company’s
capital structure or business by reason of certain corporate events as provided in the 2004 Plan. However, the exercise price of an
outstanding stock option may not be reduced, a new lower priced stock option may not be substituted for a surrendered stock
option, and a stock option may not be cancelled for cash or another award, unless approved by the shareholders of the Company.
On May 5, 2009, the closing price of a share of common stock on the NASDAQ National Market System was $30.09.
Awards under the 2004 Plan
Stock Options. The 2004 Plan authorizes the Committee to grant non-qualified stock options to purchase shares of common
stock. The Committee will determine the number of shares of common stock subject to each option, the term of each option, the
exercise price (which may not be less than the fair market value of the common stock at the time of grant), any vesting schedule,
and the other material terms of each option. Options will be exercisable at such times and subject to such terms as are deter-
mined by the Committee at grant. The maximum term of stock options under the 2004 Plan is eight years. Unless the Committee
determines otherwise at the time of grant, stock options granted to employees or consultants will be exercisable no earlier than
one year after grant, subject to acceleration provisions (if any) as determined by the Committee. Upon the exercise of an option,
the participant must make payment of the full exercise price, either: in cash, check, bank draft or money order; solely to the
extent permitted by law, through the delivery of irrevocable instructions to a broker reasonably acceptable to the Company to
deliver promptly to the Company an amount equal to the aggregate purchase price; or on such other terms and conditions as
may be acceptable to the Committee.
Stock Appreciation Rights. The 2004 Plan authorizes the Committee to grant SARs either in tandem with an option or independ-
ent of an option. A SAR is a right to receive a payment either in cash or common stock equal in value to the excess of the fair
market value of one share of common stock on the date of exercise over the exercise price per share of the SAR. The Committee
will determine the terms and conditions of SARs at the time of grant, but generally SARs will be subject to the same terms and
conditions as options (as described above).