Bed, Bath and Beyond 2011 Annual Report Download - page 85

goals, including, to the extent the Committee so determines, from among those set forth in Exhibit A and (ii) three years,
if the vesting terms and conditions are based solely on the continued performance of services by the Participant (with no
more than one third of the shares of Common Stock subject thereto vesting on each of the first three anniversaries of the
date of grant); provided, that, subject to the terms of the Plan, the Committee shall be authorized (at the time of grant
or thereafter) to provide for the acceleration of vesting in the event of a change in control or a Participant’s retirement
(including, without limitation, Retirement), death or Disability; and provided further, that, subject to the limitations set forth
in Section 4.1(a)(i), Options with respect to up to 5% of the total number of shares of Common Stock reserved for Awards
under the Plan may be granted that are not subject to the foregoing limitations.
(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c)
above, to the extent vested, Options may be exercised in whole or in part at any time during the Option term, by giving
written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice
shall be accompanied by payment in full of the purchase price (or arrangements satisfactory to the Committee made for
such payment) as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely
to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange or quoted on a
national quotation system sponsored by the Financial Industry Regulatory Authority, and the Committee authorizes, through
a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee
to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as
may be acceptable to the Committee (including, without limitation, the relinquishment of Options or by payment in full
or in part in the form of Common Stock (including by attestation) owned by the Participant for such period, or acquired in
such manner, as to avoid an incremental charge, for accounting purposes, against the Company’s earnings as reported in the
Company’s financial statements (and for which the Participant has good title free and clear of any liens and encumbrances)
based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of
Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.
(e) Termination by Death, Disability or Retirement. Unless otherwise (x) provided in a written agreement between the
Company and the Participant or (y) determined by the Committee at grant or (if no rights of the Participant are reduced)
thereafter, if a Participant’s Termination is by reason of death, Disability or Retirement, all Options that are held by such
Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant
(or, in the case of death, by the legal representative of the Participant’s estate) at any time within a period of one year from
the date of such Termination, but in no event beyond the expiration of the stated term of such Options; provided, however,
that in the case of Retirement, if the Participant dies within such exercise period, all unexercised Options held by such
Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of
one year from the date of such death, but in no event beyond the expiration of the stated term of such Options.
(f) I nvoluntary Termination Without Cause or for Good Reason. Unless otherwise (x) provided in a written agreement
between the Company and the Participant or (y) determined by the Committee at grant, or (if no rights of the Participant
are reduced) thereafter, if a Participant’s Termination is by involuntary termination without Cause or, to the extent
applicable, Good Reason, all Options that are held by such Participant that are vested and exercisable at the time of the
Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such
Termination, but in no event beyond the expiration of the stated term of such Options.
(g) Voluntary Termination. Unless otherwise (x) provided in a written agreement between the Company and the Participant
or (y) determined by the Committee at grant or (if no rights of the Participant are reduced) thereafter, if a Participant’s
Termination is voluntary (other than a voluntary termination described in subsection (h) (ii) below or covered by (f) above),
all Options held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be
exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event
beyond the expiration of the stated term of such Options.
(h) Termination for Cause. Unless otherwise (x) provided in a written agreement between the Company and the Participant
or (y) determined by the Committee at grant or (if no rights of the Participant are reduced) thereafter, if a Participant’s
Termination (i) is for Cause or (ii) is a voluntary Termination after the occurrence of an event that would be grounds for a
Termination for Cause, all Options held by such Participant, whether or not vested, shall thereupon terminate and expire as
of the date of such Termination.
(i) Unvested Options. Unless otherwise (x) provided in a written agreement between the Company and the Participant or (y)
determined by the Committee at grant or (if no rights of the Participant are reduced) thereafter, Options that are not vested
as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.
BED BATH & BEYOND PROXY STATEMENT
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