Bed, Bath and Beyond 2011 Annual Report Download - page 79

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2.43 “Termination” means a Termination of Consultancy, Termination of Directorship or Termination
of Employment, as applicable.
2.44 “Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an
Affiliate; or (b) when an entity retaining a Participant as a Consultant ceases to be an Affiliate, unless the Participant otherwise
is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate.
In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of his or her
consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be
deemed to occur until such time as such Consultant is no longer any of a Consultant, an Eligible Employee or a Non-Employee
Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award
agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter.
2.45 “Termination of Directorship” means that the Non-Employee Director has ceased to be a Director of the Company; except
that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship,
his or her ceasing to be a Director of the Company shall not be treated as a Termination of Directorship unless and until the
Participant has a Termination of Employment or Termination of Consultancy, as the case may be.
2.46 “Termination of Employment” means: (a) a termination of employment (for reasons other than a military or personal
leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity
employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the
Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes
a Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by
the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible
Employee is no longer any of an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing,
the Committee may otherwise define Termination of Employment in the Award agreement or, if no rights of a Participant are
reduced, may otherwise define Termination of Employment thereafter.
2.47 “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a Person), whether for value or no value and whether
voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell,
assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including by the issuance of equity in a Person)
whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and
“Transferable” shall have a correlative meaning.
2.48 “409A Covered Award” has the meaning set forth in Section 13.13(b).
ARTICLE III: ADMINISTRATION
3.1 The Committee. The Plan shall be administered and interpreted by the Committee. Notwithstanding anything herein to
the contrary, the Board shall have authority for administration and interpretation of the Plan with respect to Non-Employee
Directors and all references herein to the authority of the Committee as applied to Non-Employee Directors shall be deemed to
refer to the Board.
3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible
Employees, Consultants and Non-Employee Directors: (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards,
(iv) Performance Awards, and (v) Other Stock-Based Awards. Without limiting the generality of the foregoing, the Committee
shall have the authority:
(a) to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be
granted hereunder, provided that no award may be made to any Non-Employee Director unless all similarly situated Non-
Employee Directors have the right to receive the same award on the same terms;
BED BATH & BEYOND PROXY STATEMENT
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