Bed, Bath and Beyond 2011 Annual Report Download - page 78

2.27 “Performance Period” has the meaning set forth in Section 9.1.
2.28 “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-
stock company, trust, incorporated organization, governmental or regulatory or other entity.
2.29 “Plan” means this Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan, as amended from time to time.
2.30 “Prior Plan” means any of the following: the Bed Bath and Beyond Inc. 1996 Stock Option Plan, the Bed Bath and Beyond
Inc. 1998 Stock Option Plan, the Bed Bath and Beyond Inc. 2000 Stock Option Plan, and the Bed Bath and Beyond Inc. 2001
Stock Option Plan, in each case as amended (if at all) through the Effective Date.
2.31 “Reference Stock Option” has the meaning set forth in Section 7.1.
2.32 “Restricted Stock Award” means an Award of shares of Common Stock, or the right to receive shares of Common Stock in
the future, subject to the restrictions under Article VIII.
2.33 “Restriction Period” has the meaning set forth in Subsection 8.3(a) with respect to Restricted Stock Awards.
2.34 “Retirement” means a Termination of Employment or Termination of Consultancy other than for Cause or due to death or
Disability at or after age 65 or such earlier date as may be determined by the Committee at the time of grant. With respect to
a Participant’s Termination of Directorship, Retirement means the failure to stand for reelection or the failure to be reelected
on or after a Participant has attained age 65.
2.35 “Rule 16b-3” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.
2.36 “Section 162(m) of the Code” means the exception for performance-based compensation under Section 162(m) of the
Code and any Treasury regulations thereunder.
2.37 “Securities Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Any
reference to any section of the Securities Act shall also be a reference to any successor provision.
2.38 “Stock Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.
2.39 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
2.40 “Substitute Awards” mean Awards granted or shares of Common Stock issued by the Company in assumption of, or in
substitution or exchange for, awards previously granted, by a company acquired by the Company or an Affiliate or with which
the Company or an Affiliate combines.
2.41 “Tandem Stock Appreciation Right” means the right to surrender to the Company all (or a portion) of an Option in
exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value, on the date such
Option (or such portion thereof) is surrendered, of the Common Stock covered by such Option (or such portion thereof), and
(ii) the aggregate exercise price of such Option (or such portion thereof).
2.42 “Ten Percent Shareholder” means a person owning stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company, its Subsidiaries or its Parents, if any.
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