Bed, Bath and Beyond 2011 Annual Report Download - page 83

or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for grant
under the Plan; provided that Awards using such available shares shall not be made after the date awards or grants could
have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall be made only to
individuals who were not Eligible Employees, Consultants or Non-Employee Directors prior to such acquisition or combination.
4.2 Changes.
(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board
or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate,
(iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the
dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of
the Company or any Affiliate or (vi) any other corporate act or proceeding.
(b) Subject to the provisions of Section 4.2(d), in the event of any such change in the capital structure or business of the
Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares,
recapitalization, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or
warrants to purchase any Common Stock or securities convertible into Common Stock, any sale or transfer of all or part
of the Company’s assets or business, any special cash dividend or any other corporate transaction or event having an
effect similar to any of the foregoing and effected without receipt of consideration by the Company and the Committee
determines in good faith that an adjustment is necessary or appropriate under the Plan to prevent substantial dilution or
enlargement of the rights granted to, or available for, Participants under the Plan, then the aggregate number and kind
of shares that thereafter may be issued under the Plan, the number and kind of shares or other property (including cash)
to be issued upon exercise of an outstanding Award or under other Awards granted under the Plan and the purchase price
thereof shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable
to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan, and
any such adjustment determined by the Committee in good faith shall be final, binding and conclusive on the Company and
all Participants and employees and their respective heirs, executors, administrators, successors and assigns. In connection
with any event described in this paragraph, the Committee may provide, in its sole discretion, for the cancellation of any
outstanding Awards and payment in cash or other property in exchange therefor. In furtherance of this Section 4.2(b), each
outstanding Award shall be adjusted as provided herein in the event of an “equity restructuring” within the meaning of
FASB ASC Topic 718. Except as provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no
rights by reason of any issuance by the Company of any class or securities convertible into stock of any class, any subdivision
or consolidation of shares of stock of any class, the payment of any stock dividend, any other increase or decrease in the
number of shares of stock of any class, any sale or transfer of all or part of the Company’s assets or business or any other
change affecting the Company’s capital structure or business.
(c) Unless otherwise determined by the Committee, fractional shares of Common Stock resulting from any adjustment in
Awards pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down
for fractions that are less than one-half and rounding-up for fractions that are equal to or greater than one-half. Notice of
any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment
(whether or not such notice is given) shall be effective and binding for all purposes of the Plan.
(d) In the event of (x) a merger or consolidation in which the Company is not the surviving entity, (y) any transaction that
results in the acquisition of substantially all of the Company’s outstanding Common Stock by a single person or entity or
by a group of persons and/or entities acting in concert, or (z) the sale or transfer of all or substantially all of the Company’s
assets (all of the foregoing being referred to as an “Acquisition Event”), then the Committee, in its sole discretion, may
terminate all vested and unvested Awards that are outstanding as of the date of Acquisition Event by delivering notice of
termination to each Participant at least 20 days prior to the date of the Acquisition Event, in which case, during the period
from the date on which such notice of termination is delivered to the date of the Acquisition Event, each such Participant
shall have the right to exercise in full all of his or her vested and unvested Awards that are then outstanding (without
regard to any limitations on vesting or exercisability otherwise contained in the Award agreements), but any such exercise
shall be contingent on the consummation of the Acquisition Event, and, provided that, if the Acquisition Event does not
occur within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto
shall be null and void.
BED BATH & BEYOND PROXY STATEMENT
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