Bed, Bath and Beyond 2011 Annual Report Download - page 80

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BED BATH & BEYOND PROXY STATEMENT
78
more Eligible Employees, Consultants or Non-Employee Directors;
(c) to determine the number of shares of Common Stock (if any) to be covered by an Award granted hereunder;
(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder
(including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or
acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock
relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);
(e) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan
are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of
the Plan;
(f) to determine whether and under what circumstances an Option may be settled in cash, Common Stock and/or restricted
stock under Section 6.2(d);
(g) to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with
respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant, provided,
however, that any amounts so deferred shall be structured in a manner intended to comply with Section 409A of the Code;
(h) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose
of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole
discretion, following the date of the acquisition of such Award;
(i) to modify, extend or renew an Award, subject to Sections 6.2(j) and 11.1 herein;
(j) to determine whether an Option is an Incentive Stock Option;
(k) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances
to provide loans (which shall be on a recourse basis and shall bear interest at the rate the Committee shall provide) to
Participants in order to purchase shares of Common Stock under the Plan;
(l) to determine at grant that an Option shall cease to be exercisable or an Award shall be forfeited, or that proceeds or profits
applicable to an Award shall be returned to the Company, in the event the Participant engages in detrimental activity with
respect to the Company or its Affiliates (as such term is defined by the Committee in the Award agreement) and, to interpret
such definition and to approve waivers with regard thereto; and
(m) to determine whether or not an Award is intended to comply with Section 162(m) of the Code.
3.3 Guidelines. Subject to Article XI hereof, the Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its
responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time,
deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and
any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and
to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. Notwithstanding the foregoing, no
action of the Committee under this Section 3.3 shall reduce the rights of any Participant without the Participant’s consent. To
the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3 and Section 162(m) of the
Code, and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.
Without limiting the generality of the foregoing, the Committee may adopt special guidelines, provisions and procedures
applicable to Awards granted to persons who are residing in or employed in, or subject to, the taxes or laws of, any domestic
or foreign jurisdictions to comply with, or to accommodate differences in, applicable laws, regulations, or accounting, listing or
other rules with respect to such domestic or foreign jurisdictions.
3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the
Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the
absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and
all employees and Participants and their respective heirs, executors, administrators, successors and assigns.
(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or