Bed, Bath and Beyond 2011 Annual Report Download - page 88

ARTICLE VIII: RESTRICTED STOCK AWARDS
8.1 Restricted Stock Awards. Restricted Stock Awards may be issued either alone or in addition to other Awards granted under
the Plan. The Committee shall determine the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the
time or times at which, grants of Restricted Stock Awards shall be made, the number of shares to be awarded, the price (if any) to
be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the
vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.
8.2 Awards and Certificates. Eligible Employees, Consultants and Non-Employee Directors selected to receive a Restricted Stock
Award shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed copy
of the agreement evidencing the Award to the Company or has otherwise complied with the applicable terms and conditions of
such Award (including, without limitation, procedures or provisions regarding the deemed acceptance of such Award). Further,
such Award shall be subject to the following conditions:
(a) Purchase Price. Unless (x) otherwise provided by the Committee or (y) prohibited by applicable law, the purchase price of a
Restricted Stock Award shall be zero. If required by law or the Committee otherwise determines that a Restricted Stock Award
shall have a purchase price, such purchase price shall not be less than par value.
(b) Acceptance. Restricted Stock Awards must be accepted within a period of 60 days (or such shorter period as the Committee
may specify at grant) after the grant date, by executing an Award agreement or otherwise accepting such Award and by
paying the price (if any) the Committee has designated thereunder.
8.3 Restrictions and Conditions. Restricted Stock Awards awarded pursuant to the Plan shall be subject to the following
restrictions and conditions:
(a) Restriction Period.
(i) The Participant shall not be permitted to Transfer a Restricted Stock Award awarded under the Plan during the period or
periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Award
agreement and such agreement shall set forth a vesting schedule and any events that would accelerate vesting of the
Restricted Stock Award. Subject to the limitations provided in Section 8.3(a)(i), the Committee in its sole discretion may (A)
provide for the lapse of restrictions in whole or in part, (B) accelerate the vesting of all or any part of any Restricted Stock
Award and/or (C) waive the deferral limitations for all or any part of any such Award. Notwithstanding any other provision
of the Plan to the contrary, the Restriction Period with respect to any Restricted Stock Award shall be no less than (x) one
year, if the lapsing of restrictions is 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 (y) three years, if
the lapsing of restrictions is based solely on the continued performance of services by the Participant (with restrictions as to
no more than one third of the shares of Common Stock subject thereto lapsing 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 earlier lapsing of restrictions 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), Restricted Stock Awards 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.
(ii) Objective Performance Goals, Formulas or Standards. If the grant of a Restricted Stock Award or the lapse of restrictions
is based on the attainment of performance goals, the Committee shall establish the objective performance goals, including,
to the extent the Committee so determines, from among those set forth in Exhibit A hereto, and the applicable vesting
percentage of the Restricted Stock Award applicable to each Participant or class of Participants in writing prior to the
beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome
of the performance goals are substantially uncertain.
(b) Rights as a Stockholder; Dividends. Except as provided in this subsection (b) and except as otherwise determined by the
Committee, with respect to a Restricted Stock Award, the Participant shall have all of the rights of a holder of shares of
Common Stock of the Company including, without limitation, the right to receive any dividends, the right to vote such shares
and, subject to and conditioned upon the full vesting of shares of Common Stock, the right to tender such shares. The
payment of dividends on any Restricted Stock Award shall be deferred until, and conditioned upon, the expiration of the
applicable Restriction Period.
BED BATH & BEYOND PROXY STATEMENT
86