Bed, Bath and Beyond 2011 Annual Report Download - page 76

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2.6 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated thereunder.
2.7 “Committee” means: (a) with respect to the application of the Plan to Eligible Employees and Consultants, the
Compensation Committee of the Board appointed from time to time by the Board (or another committee or committees of
the Board appointed for the purposes of administering the Plan); and (b) with respect to the application of the Plan to Non-
Employee Directors, the Board. In the event that more than one Committee is appointed by the Board, the Board shall specify
with respect to each Committee the group of Persons with respect to which such Committee shall have the power to grant
Awards. In the event that more than one Committee is appointed by the Board, then each reference in the Plan to “the
Committee” shall be deemed a reference to each such Committee (subject to the last sentence of this paragraph); provided,
however, that each such Committee may exercise only the power and authority granted to “the Committee” by the Plan with
respect to those Persons to which it has the power to grant Awards as specified in the resolution of the Board appointing
such Committee. Each Committee shall be comprised of two or more Directors. Each Committee shall consist of two or more
non-employee directors, each of whom is intended to be a “non-employee director” as defined in Rule 16b-3 promulgated
under Section 16(b) of the Exchange Act, an “outside director” as defined under Section 162(m) of the Code, an “independent
director” as defined and to the extent required under the rules and regulations of the Nasdaq Stock Market or such other
applicable securities exchange upon which the Common Stock is then listed or any national securities exchange system upon
whose system the Common Stock is then quoted, and, as may be applicable, “independent” as provided pursuant to rules
promulgated by the Securities and Exchange Commission under The Dodd-Frank Wall Street Reform and Consumer Protection
Act; provided, however, that to the extent allowed by applicable law, the foregoing shall not apply to any Committee that
does not have the power to grant Awards to executive officers or Directors of the Company or otherwise make any decisions
with respect to the timing or the pricing of any Awards granted to such executive officers and Directors. If for any reason
such Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance with
the requirements of Rule 16b-3 or Section 162(m) of the Code, as applicable, shall not affect the validity of Awards, grants,
interpretations or other actions of the Committee. In the event that more than one Committee is appointed by the Board,
the power to amend the Plan granted by Article XI hereof may be exercised only by a Committee comprised solely of “non-
employee directors” within the meaning of Rule 16(b)-3 under the Exchange Act or by a majority or the entire Board.
2.8 “Common Stock” means the Common Stock, $0.01 par value per share, of the Company.
2.9 means Bed Bath & Beyond Inc., a New York corporation, and its successors by operation of law.
2.10 “Consultant” means any individual who (either directly or through his or her employer) is an advisor or consultant to, or
subject to Section 5.2, a prospective advisor or consultant to, the Company or an Affiliate.
2.11 “Director” means a member of the Board of Directors of the Company (or any successor to the Company).
2.12 “Disability” shall mean, unless otherwise determined by the Committee at grant, a Participant’s “disability” (or term of like
import) as such term is defined in the long-term disability plan of the Company applicable to such Participant or, in the absence
of such a definition, the inability of a Participant to perform the major duties of his or her occupation for at least 90 days in
any 180-day period because of sickness or injury. Notwithstanding the foregoing, for Awards under the Plan that provide for
payments that are triggered upon a Disability and that constitute “non-qualified deferred compensation” pursuant to Section
409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) of the Code.
2.13 “Effective Date” means the effective date of the Plan as defined in Article XIV.
2.14 “Eligible Employee” means each employee of, or subject to Section 5.2, each prospective employee of, the Company or
an Affiliate. Notwithstanding the foregoing, with respect to the grant of Incentive Stock Options, Eligible Employees shall
mean each employee of the Company, its Subsidiaries or its Parents, if any, other than a prospective employee, who are eligible
pursuant to Article V to be granted Incentive Stock Options under the Plan.
BED BATH & BEYOND PROXY STATEMENT
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