Bed, Bath and Beyond 2011 Annual Report Download - page 75

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BED BATH & BEYOND PROXY STATEMENT
73
ARTICLE I: PURPOSE
The purpose of this Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan is to enhance the profitability and value
of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and
Non-Employee Directors stock-based and other incentives, thereby creating a means to raise the level of equity ownership
by such individuals and provide other incentives in order to attract, retain and reward such individuals and strengthen the
mutuality of interests between such individuals and the Company’s stockholders.
The Plan was originally adopted by the Board on May 13, 2004, as the Bed Bath & Beyond Inc. 2004 Incentive Compensation
Plan, subject to the approval of the Plan by the stockholders of the Company (which was obtained at the 2004 annual
stockholders’ meeting). The performance goals under the Plan were reapproved by the stockholders of the Company at the
2009 annual stockholders’ meeting. The Plan is amended, restated and renamed as the Bed Bath & Beyond Inc. 2012 Incentive
Compensation Plan, effective upon the date the stockholders of the Company approve the Plan in accordance with the
requirements of the laws of the State of New York.
ARTICLE II: DEFINITIONS
For purposes of the Plan, the following terms shall have the following meanings:
2.1 “Acquisition Event” has the meaning set forth in Section 4.2(d).
2.2 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) that is directly or indirectly controlled 50% or more (whether
by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates;
(d) any corporation, trade or business (including, without limitation, a partnership or limited liability company) that directly or
indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest)
of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and that is
designated as an “Affiliate” by resolution of the Committee.
2.3 “Award” means any award under the Plan of any Option, Stock Appreciation Right, Restricted Stock Award, Performance
Award or Other Stock-Based Award.
2.4 “Board” means the Board of Directors of the Company.
2.5 “Cause” means with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following:
(a) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that
defines “cause” (or words or a concept of like import), “cause” as defined under such agreement; provided, however, that
with regard to any agreement under which the definition of “cause” applies only on occurrence of a change in control, such
definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination
in connection therewith; or (b) in the case where there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant
of the Award (or where there is such an agreement but it does not define “cause” (or words or a concept of like import)),
termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct,
refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory
performance of his or her duties for the Company or an Affiliate, as determined by the Committee in its sole discretion. With
respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal
of a director under applicable New York law.
EXHIBIT A
BED BATH & BEYOND INC.
2012 INCENTIVE COMPENSATION PLAN