Bed, Bath and Beyond 2011 Annual Report Download - page 86

BED BATH & BEYOND PROXY STATEMENT
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(j) Form, Modification, Extension and Renewal of Options. Subject to the terms and conditions and within the limitations
of the Plan, Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the
Committee may (i) modify, extend or renew outstanding Options granted under the Plan (provided that the rights of a
Participant are not reduced without his or her consent), and (ii) accept the surrender of outstanding Options (up to the
extent not theretofore exercised) and authorize the granting of new Options in substitution therefor (to the extent not
theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise
price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or
substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company.
(k) Early Exercise. The Committee may provide that an Option include a provision whereby the Participant may elect at any
time before the Participant’s Termination to exercise the Option as to any part or all of the shares of Common Stock subject
to the Option prior to the full vesting of the Option and such shares shall be subject to the provisions of Article VIII and
treated as restricted stock. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in
favor of the Company or to any other restriction the Committee determines to be appropriate.
(l) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant)
of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee
during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent
exceeds $100,000, such Options shall be treated as non-qualified stock options. In addition, if an Eligible Employee does not
remain employed by the Company or any Subsidiary at all times from the time an Incentive Stock Option is granted until
three (3) months prior to the date of exercise thereof (or such other period as required by applicable law), such Option
shall be treated as a non-qualified stock option. Should any provision of the Plan not be necessary in order for the Options
to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan
accordingly, without the necessity of obtaining the approval of the stockholders of the Company.
(m) Other Terms and Conditions. Options may contain such other provisions, which shall not be inconsistent with any of the
terms of the Plan, as the Committee shall deem appropriate.
ARTICLE VII: STOCK APPRECIATION RIGHTS
7.1 Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights shall be granted in conjunction with all or part
of any Option (a “Reference Stock Option”) granted under the Plan. Each Tandem Stock Appreciation Right may be granted
either at or after the time of the grant of its Reference Stock Option.
7.2 Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted hereunder shall
be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to
time by the Committee, and the following:
(a) Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be the
exercise price of the Reference Stock Option as determined in accordance with Section 6.2(a).
(b) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option
shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that,
unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation
Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be
reduced until and then only to the extent the exercise or termination of the Reference Stock Option causes the number
of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and
unexercised under the Reference Stock Option.
(c) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the
Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be
subject to the provisions of Section 6.2(c).
(d) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable
portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an
amount determined in the manner prescribed in this Section 7.2. Options that have been so surrendered, in whole or in
part, shall no longer be exercisable to the extent the related Tandem Stock Appreciation Rights have been exercised.