Bed, Bath and Beyond 2008 Annual Report Download - page 72

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BED BATH & BEYOND PROXY STATEMENT
70
(1) During the Company’s fiscal year 2006, an independent committee of the Company’s Board of Directors identified various deficiencies
in the process of granting and documenting stock options and restricted shares, with the result, among other things, that for
purposes of Section 409A of the Code (“Section 409A”), certain stock options were deemed to have been granted with an exercise
price less than the value of underlying common stock on the date of grant. Under Section 409A, this would have subjected certain
stock options held by a significant number of the Company’s employees (including Messrs. Eisenberg, Feinstein, Temares, Stark and
Castagna) to adverse tax consequences unless brought into compliance with Section 409A. In order to effect such compliance, the
exercise price of certain options held by Messrs. Eisenberg, Feinstein and Temares was increased, and the exercise of certain options
held by Messrs. Stark and Castagna was limited to a specified calendar year (in all cases without any payment or other consideration
to the affected executive). As a consequence, individual option grants to Messrs. Eisenberg, Feinstein and Temares may appear in this
table as multiple entries where the exercise price was increased for only a portion of such grant, and, in the cases of Messrs. Stark
and Castagna, some grants appear with a December 31 expiration date where that year was selected as the latest year in which any
portion of such grant may be exercised.
(2) Market value is based on the closing price of the Company’s common stock of $21.30 per share on February 27, 2009, the last trading
day in fiscal year 2008.
Options Exercised and Restricted Stock Vested for 2008
The following table includes certain information with respect to the exercise of options and vesting of restricted stock by named
executive officers during fiscal 2008.
Option Awards Stock Awards
Number of Shares Value Number of
Acquired Realized Shares Acquired Value Realized
on Exercise on Exercise on Vesting on Vesting
Name (#) ($) (#) ($)
Warren Eisenberg(1) 0 0 36,934 1,174,832
Leonard Feinstein(1) 0 0 36,934 1,174,832
Steven H. Temares(1) (4) 160,000 3,504,396 36,934 1,174,832
Arthur Stark(2) 0 0 3,199 102,550
Eugene A. Castagna(3) (5) 24,000 229,922 3,199 102,550
(1) Messrs. Eisenberg, Feinstein and Temares each acquired 12,797 shares with a market price of $32.06 on April 21, 2008, 12,463 shares
with a market price of $30.57 on April 17, 2008, and 11,674 shares with a market price of $32.87 on May 12, 2008 upon the lapse of
restrictions on previously granted shares of restricted stock.
(2) Mr. Stark acquired 3,199 shares with a market price of $32.06 on April 21, 2008, upon the lapse of restrictions on previously granted
shares of restricted stock.
(3) Mr.Castagna acquired 3,199 shares with a market price of $32.06 on April 21, 2008, upon the lapse of restrictions on previously
granted shares of restricted stock.
(4) Mr.Temares exercised 160,000 stock options on May 6, 2008, with an exercise price of $11.8282 and a market price of $33.73. These
options were expiring on May 27, 2008.
(5) Mr. Castagna exercised 24,000 stock options on November 13, 2008, with an exercise price of $11.4688 and a market price of $21.05.
These options were expiring on December 31, 2008 and, pursuant to the Company’s insider trading policy, could not be exercised
between November 21, 2008 and their expiration date.