Bed, Bath and Beyond 2011 Annual Report Download - page 84

Download and view the complete annual report

Please find page 84 of the 2011 Bed, Bath and Beyond annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 96

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96

If an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d),
then the provisions of Section 4.2(b) shall apply.
4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued
shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as
permitted under applicable law.
ARTICLE V: ELIGIBILITY
5.1 General Eligibility. All Eligible Employees, Consultants and Non-Employee Directors are eligible to be granted Awards.
Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole
discretion. Notwithstanding anything herein to the contrary, no Option under which a Participant may receive Common Stock
may be granted under the Plan to an Eligible Employee, Consultant or Non-Employee Director if such stock does not constitute
“service recipient stock” for purposes of Section 409A of the Code with respect to such Eligible Employee, Consultant or Non-
Employee Director, unless such Option is structured in a manner intended to comply with, or be exempt from, Section 409A of
the Code.
5.2 Incentive Stock Options. Only employees of the Company or its Subsidiaries, other than prospective employees, shall be
eligible for grants of Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual
participation in the Plan shall be determined by the Committee in its sole discretion.
5.3 General Requirement. The vesting and exercise of Awards granted to a prospective employee or consultant shall be
conditioned upon such individual actually becoming an employee of or consultant to the Company or an Affiliate within a
reasonable time thereafter, as determined by the Committee.
ARTICLE VI: STOCK OPTIONS
6.1 Options. Options may be granted alone or in addition to other Awards granted under the Plan. The Committee shall have
the authority to grant any Eligible Employee, Consultant or Non-Employee Director one or more Options. Each Option granted
under the Plan shall be one of two types: (i) an Incentive Stock Option intended to satisfy the requirements of Section 422 of
the Code; or (ii) a non-qualified Option, not intended to be an Incentive Stock Option within the meaning of Section 422 of the
Code.
6.2 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in
such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable:
(a) Exercise Price. The exercise price per share of Common Stock subject to an Option shall be determined by the Committee
at the time of grant, provided that the per-share exercise price of any Option shall not be less than 100% of the Fair Market
Value of the Common Stock at the time of grant; provided, however, that if an Incentive Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of any such Option shall be no less than 110% of the Fair Market Value of
the Common Stock at the time of grant.
(b) Option Term. The term of each Option shall be fixed by the Committee, provided that no Option shall be exercisable more
than eight (8) years after the date the Option is granted; and provided further that the term of an Incentive Stock Option
granted to a Ten Percent Shareholder shall not exceed five (5) years after the date the Option is granted.
(c) Exercisability. Unless the Committee determines otherwise at grant or as otherwise provided herein, Options shall be
exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at
grant. Notwithstanding the foregoing, if the Committee provides, in its discretion, that any Option is exercisable subject to
certain limitations (including, without limitation, that such Option is exercisable only in installments or within certain time
periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part
(including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Option
may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Notwithstanding
anything herein to the contrary, the schedule according to which any Option shall vest shall be no less than (i) one year, if
the vesting terms and conditions are based (in whole or in part) on the attainment of one or more objective performance
BED BATH & BEYOND PROXY STATEMENT
82