Bed, Bath and Beyond 2011 Annual Report Download - page 77

2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any references to any section of the Exchange Act
shall also be a reference to any successor provision.
2.16 “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or
any regulations issued thereunder, as of any date and except as provided below, the average of the high and low sales prices
reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United
States on which it is then traded; or (b) if not traded on any such national securities exchange, as quoted on an automated
quotation system sponsored by the Financial Industry Regulatory Authority. For purposes of the grant of any Award, the
applicable date shall be the date on which the Award is granted, or if the Common Stock shall not have been reported or quoted
on such date, on the first day prior thereto on which the Common Stock was reported or quoted. For purposes of the exercise of
any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the
applicable market is open, the next day that it is open.
2.17 “Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8.
2.18 “Good Reason” means, with respect to a Participant’s Termination of Employment, the following: (a) in the case where there
is an employment 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 “good reason” (or words or a concept of like import), a
termination due to good reason (or words or a concept of like import), as defined in such agreement at the time of the grant
of the Award; provided, however, that with regard to any agreement under which the definition of “good reason” applies only
on occurrence of a change in control, such definition of “good reason” shall not apply until a change in control actually takes
place and then only with regard to a termination thereafter; or (b) if such an agreement does not exist or if “good reason” is not
defined in any such agreement, as defined in the Award agreement, if at all.
2.19 “Incentive Stock Option” means any Option awarded to an Eligible Employee under the Plan intended to be and designated
as an “Incentive Stock Option” within the meaning of Section 422 of the Code.
2.20 “Non-Employee Director” means a Director of the Company who is not an active employee of the Company or an Affiliate.
2.21 “Non-Tandem Stock Appreciation Right” shall mean the right to receive an amount in cash and/or stock equal to the
difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the
aggregate exercise price of such right, otherwise than on surrender of an Option.
2.22 “Option” means any option to purchase shares of Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants pursuant to Article VI.
2.23 “Other Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference to,
or is payable in or otherwise based on, Common Stock.
2.24 “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.
2.25 “Participant” means an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted
pursuant to the Plan.
2.26 “Performance Award” means an Award made pursuant to Article IX of the Plan of the right to receive Common Stock or
cash at the end of a specified Performance Period.
BED BATH & BEYOND PROXY STATEMENT
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