Bed, Bath and Beyond 2009 Annual Report Download - page 51

BED BATH & BEYOND PROXY STATEMENT
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For the last four years, the equity awards to the senior executive officers (and to the other named executive officers and certain
other executives) have consisted of awards of restricted stock as well as stock options.
Prior to fiscal 2008, stock option awards were made by the Committee based on the number of shares covered by the options.
Beginning in fiscal 2008, stock option awards were made in dollars (with the number of shares covered by the options determined
by dividing the dollar amount of the grant by the Stock Option Fair Value, as described below). The Committee believes that
making stock option awards in dollar amounts rather than share amounts is an increasingly prevalent practice and is advisable
because making stock option awards in dollar amounts allows the Compensation Committee to align stock option awards with
the value of the option grants. Making stock option awards in dollars also enables the Compensation Committee to more readily
evaluate appropriate aggregate compensation amounts and percentage increases or decreases for executives, in comparison to
making stock option awards in share amounts (the value of which varies depending on the trading price of the Company’s stock
and other factors). In making the awards, the Committee considered the fair value of these options on the date of grant deter-
mined in accordance with Accounting Standards Codification Topic No. 718, “Compensation – Stock Compensation” (the “Stock
Option Fair Value”).
As described above, for fiscal 2009, the Compensation Committee determined that there should be no increase in compensation
for the top three named executive officers.
For fiscal 2010, while authorizing increases in base salaries for all of the named executive officers other than the Co-Chairmen, the
Compensation Committee has determined that there should be no increase in aggregate equity compensation for the top three
named executive officers, but that there should be a reallocation of equity compensation among such officers such that the total
equity compensation of the Chief Executive Officer will be increased in an amount equal to a reduction in total equity compensa-
tion of the Co-Chairmen.
The aggregate equity awards to Mr. Temares for fiscal 2010 increased from fiscal 2009 by $2,000,000 to $9,000,000 (valued
as described above), the increase comprised of $1,000,000 in stock options and $1,000,000 in restricted stock. Of the total of
$9,000,000 of equity awards to Mr. Temares for fiscal 2010, $4,500,000 consists of restricted stock (based on the market value
of the Company’s common stock on the date of grant) and $4,500,000 consists of stock options (based on the Stock Option
Fair Value). The equity awards to Messrs. Eisenberg and Feinstein for fiscal 2010 decreased from fiscal 2009 by an aggregate of
$2,000,000 from $3,000,000 to $2,000,000 for each such executive, comprised of $1,500,000 of restricted stock and $500,000 of
stock options (valued on the same basis as Mr. Temares’ awards).
As described above, for fiscal 2010, the base salaries of the Co-Chairmen will remain at $1,100,000, the same as they were for
the prior four fiscal years. The base salary of Mr. Temares for fiscal 2010 was increased by $1,000,000 to $2,500,000. According
to the analysis prepared by JFR, Mr. Temares’ increased salary is below the median of the 18-company peer group.
In the view of the Compensation Committee, the base salary, stock option grants, and restricted stock awards constitute compen-
sation packages for the Chief Executive Officer and for the Co-Chairmen appropriate for a company with the revenues and
earnings of the Company. The stock options granted to the Chief Executive Officer vest in five equal annual installments, while
the stock options awarded to the Co-Chairmen vest in three equal annual installments, in each case commencing on the first
anniversary of the grant date and based on continued service to the Company. The restricted stock awards to each such executive
are conditioned on the performance-based test described above with time vesting in five equal annual installments, in each case
commencing on the first anniversary of the grant date and based on continued service to the Company.
In addition to the foregoing with respect to Messrs. Eisenberg, Feinstein and Temares, the Compensation Committee has
determined that there be an increase for fiscal 2010 in the base salaries and the total dollar value of equity awards for the other
named executive officers, Mr. Stark and Mr. Castagna, as well as for the other executives whose compensation is determined by
the Compensation Committee.
For further discussion related to equity grants to the named executive officers, see “Potential Payments Upon Termination or
Change in Control” below.