Bed, Bath and Beyond 2011 Annual Report Download - page 69
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BED BATH & BEYOND PROXY STATEMENT
67
Other Awards. The 2012 Plan authorizes the Committee to grant awards of common stock and other awards that are valued in
whole or in part by reference to, or are payable in or otherwise based on, common stock, including but not limited to: shares
stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or
stock. The Committee may also permit eligible employees and non-employee directors to defer all or a portion of their cash
compensation in the form of such other awards under the 2012 Plan, subject to the terms and conditions of any deferred
compensation arrangement established by the Company.
As noted above, performance-based awards granted under the 2012 Plan that are intended to satisfy the performance-based
compensation exception under Section 162(m) of the Code will vest based on attainment of specified performance goals
established by the Committee. These performance goals will be based on the attainment of a certain target level of, or a
specified increase in (or decrease where noted) one or more of the following criteria selected by the Committee:
Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations
of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be
The criteria to establish performance goals also include the growth in the value of an investment in the common stock of the
Company assuming the reinvestment of dividends, or a transaction that results in the sale of stock or assets of the Company.
Unless the Committee determines otherwise, the Committee will disregard and exclude the impact of an item, event,
occurrence or circumstance including: restructurings, discontinued operations, disposal of a business, extraordinary items and
In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division
or other operational unit of the Company) performance under one or more of the measures described above relative to the
performance of other corporations. The Committee may designate additional business criteria on which the performance goals
may be based or adjust, modify or amend those criteria.
Term
Awards under the 2012 Plan may not be made after May 18, 2022, but awards granted prior to such date may extend beyond
that date. Awards (other than stock options and stock appreciation rights) that are intended to be “performance-based” under
Section 162(m) of the Code will not be made on or after the first shareholders’ meeting in the fifth year following the year of
the last shareholder approval of the performance goals in the 2012 Plan as described above (i.e., the first shareholders’ meeting
in 2017, if this Proposal is approved by shareholders).