Bed, Bath and Beyond 2009 Annual Report Download - page 62

BED BATH & BEYOND PROXY STATEMENT
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(1) During fiscal 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, certain stock options were deemed to have been granted with an exercise price less than the value of underlying com-
mon 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 associates (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 case of Mr. Castagna, one grant appears with a December 31 expira-
tion 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 $41.61 per share on February 26, 2010, the last trading
day in fiscal 2009.
Option Exercises and Restricted Stock Vested for Fiscal 2009
The following table includes certain information with respect to the exercise of options and vesting of restricted stock by named
executive officers during fiscal 2009.
Option Awards Stock Awards
Number of Shares Value Number of
Acquired Realized Shares Acquired Value Realized
on Exercise on Exercise on Vesting on Vesting
Name (#) ($) (#) ($)
Warren Eisenberg (1) 0 0 49,104 1,447,830
Leonard Feinstein (1) 0 0 49,104 1,447,830
Steven H. Temares (1) (4) 1,000,000 19,287,210 51,538 1,516,493
Arthur Stark (2) (5) 75,000 1,196,697 7,093 217,698
Eugene A. Castagna (3) (6) 75,000 324,180 6,314 193,416
(1) Messrs. Eisenberg, Feinstein and Temares each acquired 12,463 shares with a market price of $31.17 on April 17, 2009, 12,797 shares
with a market price of $30.11 on April 20, 2009 and 11,675 shares with a market price of $28.33 on May 10, 2009, upon the lapse of
restrictions on previously granted shares of restricted stock. Messrs. Eisenberg, Feinstein and Temares also acquired 12,169, 12,169 and
14,603 shares, respectively, with a market price of $28.21 on May 12, 2009, upon the lapse of restrictions on previously granted shares
of restricted stock.
(2) Mr. Stark acquired 3,894 shares with a market price of $31.17 on April 17, 2009, and 3,199 shares with a market price of $30.11 on
April 20, 2009, upon the lapse of restrictions on previously granted shares of restricted stock.
(3) Mr. Castagna acquired 3,115 shares with a market price of $31.17 on April 17, 2009, and 3,199 shares with a market price of $30.11
on April 20, 2009, upon the lapse of restrictions on previously granted shares of restricted stock.
(4) Mr. Temares exercised 400,000 stock options on April 9, 2009, with an exercise price of $14.7658 and a market price of $31.04.
On July 21, 2009, Mr. Temares exercised 368,135 stock options with an exercise price of $11.4688 and a market price of $33.56. On
July 22, 2009, Mr. Temares exercised 111,865 stock options with an exercise price of $11.4688 and a market price of $33.75, and also
exercised 120,000 stock options with an exercise price of $15.8125 and a market price of $33.75.
(5) Mr. Stark exercised 60,000 stock options on June 30, 2009, with an exercise price of $11.4688 and a market price of $30.56.
On August 3, 2009, Mr. Stark exercised 15,000 stock options with an exercise price of $31.615 and a market price of $35.03.
(6) Mr. Castagna exercised 30,000 stock options on April 9, 2009, with an exercise price of $23.7815 and a market price of $31.31.
On July 22, 2009, Mr. Castagna exercised 45,000 stock options with an exercise price of $31.615 and a market price of $33.80.