Bed, Bath and Beyond 2011 Annual Report Download - page 81

BED BATH & BEYOND PROXY STATEMENT
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meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without
limitation, by telephone conference or written consent to the extent permitted by applicable law. A majority of the Committee
members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all the Committee members in accordance with the By-Laws of the
Company shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall make
such rules and regulations for the conduct of its business as it shall deem advisable.
3.6 Designation of Consultants/Liability.
(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the
administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant
authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.
(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of
the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from
any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel,
consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to
sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the
maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee
or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award
granted under it.
3.7 Indemnification. To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws
of the Company and to the extent not covered by insurance directly insuring such person, each officer and member or former
member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense
(including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement
of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time
and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan,
except to the extent arising out of such officer’s, member’s or former member’s own fraud or bad faith. Such indemnification
shall be in addition to any rights of indemnification the employees, officers, Directors or members or former officers, Directors
or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any
Affiliate or any agreement of indemnification. Notwithstanding anything else herein, this indemnification will not apply to the
actions or determinations made by an individual with regard to Awards granted to him or her under the Plan.
ARTICLE IV: SHARE LIMITATION
4.1 Shares.
(a) Aggregate Limitation. The following provisions apply in determining the aggregate number of shares of Common Stock
available under the Plan.
(i) The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect
to which Awards may be granted under the Plan shall not exceed a total of 43,200,868, which represents an increase of
14,300,000 shares of Common Stock, plus 19,000,000 shares of Common Stock (representing the shares of Common Stock
reserved under the Plan prior to the amendment and restatement of the Plan as provided herein and as approved by the
Company’s stockholders at its 2004 annual meeting), plus 9,900,868 shares of Common Stock available for grant under
the Prior Plans (in each case, subject to any increase or decrease pursuant to Section 4.2), which may be either authorized
and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. Any shares
of Common Stock that are subject to Awards of Options or Stock Appreciation Rights shall be counted against this limit as
one share for every share granted. Any shares of Common Stock that are subject to Awards other than Options or Stock
Appreciation Rights shall be counted against this limit as 2.20 shares for every share granted.
(ii) If any Option or Stock Appreciation Right granted under the Plan or any stock option granted under a Prior Plan expires,
terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock
underlying such unexercised Award or Prior Plan option shall again be available for the purpose of Awards under the Plan.
If any Restricted Stock Awards, Performance Awards, or Other Stock-Based Awards denominated in shares of Common Stock
3.5 Procedures. The Board may designate one of the members of the Committee as chairman and the Committee shall hold