Bed, Bath and Beyond 2011 Annual Report Download - page 82

awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Common Stock shall
again be available for the purposes of Awards under the Plan. If a Stock Appreciation Right is granted in tandem with an
Option, such grant shall apply only once against the maximum number of shares of Common Stock that may be issued under
the Plan. Shares of Common Stock underlying Awards (or Prior Plan options) that may be settled solely in cash shall not be
deemed to use shares that may be issued under the Plan.
(iii) If Common Stock has been delivered or exchanged as full or partial payment to the Company for payment of purchase
price of an Award under the Plan other than an Option or Stock Appreciation Right, or for payment of withholding taxes
with respect to an Award under the Plan other than an Option or Stock Appreciation Right, the number of shares of
Common Stock delivered or exchanged as payment of purchase price or for withholding shall again be available for the
purposes of Awards under the Plan. Notwithstanding the foregoing, the number of shares of Common Stock available for
the purpose of Awards under this Plan shall be reduced by (i) the total number of Options or Stock Appreciation Rights
exercised, regardless of whether any of the shares of Common Stock underlying such Awards are not actually issued to
the Participant as the result of a net settlement, and (ii) any shares of Common Stock used to pay any exercise price or tax
withholding obligation with respect to any Option or Stock Appreciation Right. In addition, the Company may not use the
cash proceeds it receives from Option exercises to repurchase shares of Common Stock on the open market for reuse under
this Plan.
(iv) Any shares of Common Stock that again become available for grant pursuant to this Section 4.1(a) shall be added back as
one share if such share were subject to an Option or Stock Appreciation Right granted under the Plan or an option granted
under a Prior Plan, and for Awards granted on or after the Effective Date, as 2.20 shares if such shares were subject to an
Award other than an Option or a Stock Appreciation Right granted under the Plan and, for Awards granted prior to the
Effective Date, 1.80 shares if such shares were subject to an Award other than an Option or a Stock Appreciation Right
granted under the Plan.
(v) From and after the date of the Company’s 2004 annual stockholders’ meeting at which the Company’s stockholders
approved the Plan (as in effect prior to the amendment and restatement of the Plan as provided herein), the Company shall
make no new grants of options under the Prior Plans and the shares available under the Prior Plans shall be made available
for grants under the Plan.
(b) Individual Employee Limitations. The following provisions apply in determining the Awards that may be granted to an
individual during a fiscal year of the Company.
(i) The maximum number of shares of Common Stock subject to Options and/or Stock Appreciation Rights that may be granted
under the Plan during any fiscal year of the Company to an Eligible Employee shall be, in the aggregate, 1,000,000 shares
(subject to any increase or decrease pursuant to Section 4.2). The maximum number of shares of Common Stock subject
to Restricted Stock Awards and/or Other Stock-Based Awards that are subject to the attainment of specified performance
goals that may be granted under the Plan during any fiscal year of the Company to an Eligible Employee shall be, in the
aggregate, 750,000 shares (subject to any increase or decrease pursuant to Section 4.2). The maximum number of shares of
Common Stock subject to Performance Awards denominated in shares of Common Stock that may be granted to an Eligible
Employee under the Plan attributable to any year of a Performance Period shall be 750,000 shares (subject to any increase or
decrease pursuant to Section 4.2). If a Stock Appreciation Right is granted in tandem with an Option it shall apply against
the Eligible Employee’s individual share limitation applicable to Stock Appreciation Rights and Options.
(ii) The maximum payment that may be made to an Eligible Employee under Performance Awards granted under the Plan and
denominated in dollars attributable to any year of a Performance Period shall be $5,000,000.
(iii) Notwithstanding the foregoing, to the extent that shares of Common Stock or amounts for which Awards are permitted
to be granted to an Eligible Employee pursuant to Section 4.1(b) during a fiscal year of the Company or Performance
Period, as the case may be, are not covered by an Award in the Company’s fiscal year or Performance Period, as the case
may be, such shares of Common Stock or amounts shall be available for grant or issuance to such Eligible Employee in any
subsequent fiscal year or years during the term of the Plan.
(c) Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for grant under the Plan
pursuant to Section 4.1(a) or authorized for grant to an Eligible Employee in any fiscal year of the Company pursuant to Section
4.1(b). Additionally, in the event that a company acquired by the Company or an Affiliate, or with which the Company or an
Affiliate combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation
of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
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