Bed, Bath and Beyond 2011 Annual Report Download - page 87

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BED BATH & BEYOND PROXY STATEMENT
85
(e) Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no
more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion at the time of grant)
equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share
specified in the Reference Stock Option agreement multiplied by the number of shares in respect of which the Tandem
Stock Appreciation Right shall have been exercised.
(f) Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right for Common Stock,
the Reference Stock Option (or part thereof, based on the value of the Common Stock issued on exercise) to which such
Stock Appreciation Right is related shall be deemed to have been exercised for purposes of the limitation set forth in Article
IV of the Plan on the number of shares of Common Stock to be issued under the Plan.
7.3 Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also be granted without reference to
any Options granted under the Plan.
7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-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 Non-Tandem Stock Appreciation Right shall
be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock
Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.
(b) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not exceed eight
(8) years after the date the right is granted.
(c) Exercisability. Unless the Committee determines otherwise at grant or as otherwise provided herein, Non-Tandem
Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be
determined by the Committee at grant. If the Committee provides, in its discretion, that any such right is exercisable subject
to certain limitations (including, without limitation, that it 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 right 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 Non-Tandem Stock Appreciation Right 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 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), 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 the installment, exercise and waiting period provisions that apply under subsection (b)
above, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the
applicable Award agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem
Stock Appreciation Rights to be exercised.
(e) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right, a Participant shall be entitled to receive, for each
right exercised, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion at the time of
grant) no greater than the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised
over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant.