Bed, Bath and Beyond 2011 Annual Report Download - page 67

BED BATH & BEYOND PROXY STATEMENT
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Eligibility and Types of Awards
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 non-qualified stock options, SARs, restricted stock awards, performance
awards and other stock-based awards under the 2012 Plan. Only employees of the Company or its subsidiaries are eligible to be
granted ISOs under the 2012 Plan. Eligibility for awards under the 2012 Plan is determined by the applicable Committee in its
sole discretion, provided that no award may be made to any non-employee director unless all similarly situated non-employee
directors have the right to receive the same award on the same terms.
Available Shares
The aggregate number of shares of common stock of the Company that may be issued or used for reference purposes under
the 2012 Plan may not exceed 43,200,868 shares (which includes the requested increase of 14,300,000 shares, plus 19,000,000
shares reserved under the 2004 Plan, plus 9,900,868 shares reserved under prior plans, which were transferred into the 2004
Plan in 2004). As of May 4, 2012, 13,142,601 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. If the 2012 Plan is not approved by
shareholders, the share reserve under the 2004 Plan will remain in effect through the remainder of the 2004 Plan’s term (due to
expire May 13, 2014).
Shares of common stock that are subject to stock options or SARs will be counted against the overall limit as one share for
every share granted. If any stock option or SAR is cancelled, expires or terminates unexercised for any reason, the shares
covered by such award will again be available for the grant of awards under the 2012 Plan, except that any options or SARs
that are not issued as the result of a net settlement or that are used to pay any exercise price or tax withholding obligation
will not be available for the grant of awards. Shares of common stock repurchased on the open market by the Company with
the proceeds of an option exercise price also will not be available for the grant of awards. Shares of common stock that are
subject to other types of awards will be counted against this limit as 2.2 shares for every share granted. If such other awards are
forfeited for any reason, 2.2 shares will again be available for the grant of awards under the 2012 Plan that were granted on
or after the date the shareholders approve the 2012 Plan, and 1.80 shares will again be available for the grant of awards made
under the 2012 Plan that were granted prior to the date the shareholders approve the 2012 Plan.
The maximum number of shares of common stock subject to any option and/or SAR that may be granted under the 2012 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 2012 Plan during any fiscal year of the Company to each employee
is 750,000 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 2012 Plan attributable to any year of a performance period
is 750,000 shares. The maximum payment that may be made to an employee under the 2012 Plan and denominated in dollars
for a cash-based award attributable to any year of a performance period is $5,000,000. The above per-participant limits will be
increased for an employee to the extent that awards made to the employee in any prior year under the 2012 Plan were for less
than the maximum number of shares or the amounts permitted to be granted, in the aggregate, to the employee.
The Committee may, in accordance with the term of the 2012 Plan, make appropriate adjustments to the above limits and
the terms of outstanding options and other awards to reflect any stock dividend or distribution, stock split, reverse stock split,
recapitalization, reorganization, merger, consolidation, split-up, combination, reclassification, or exchange of shares, partial
or complete liquidation, issuance of rights or warrants, sale or transfer of the Company’s assets or business, or any special cash
dividend (or any other event affecting the Company’s capital structure or business).
On May 4, 2012, the closing price of a share of common stock on the Nasdaq Stock Market was $68.05.