Bed, Bath and Beyond 2011 Annual Report Download - page 89

(c) 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, subject to the applicable
provisions of the Award agreement and the Plan, upon a Participant’s Termination for any reason during the relevant
Restriction Period, all Restricted Stock Awards still subject to restriction will vest or be forfeited in accordance with the terms
and conditions established by the Committee at grant or thereafter.
(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock Award,
certificates for shares attributable to such Award shall be delivered to the Participant (or, if certificates were previously
issued, replacement certificates shall be delivered upon return of the previously issued certificates). All legends shall be
removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or
other limitations imposed by the Committee. Notwithstanding the foregoing, actual certificates shall not be issued to the
extent that book entry recordkeeping is used.
ARTICLE IX: PERFORMANCE AWARDS
9.1 Performance Awards. Performance Awards may be awarded 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, Performance Awards shall be awarded, the number of Performance Awards to be awarded to any
person, the duration of the period (the “Performance Period”) during which, and the conditions under which, a Participant’s
right to Performance Awards will be vested, the ability of Participants to defer receipt of Performance Awards, and the other
terms and conditions of the Award in addition to those set forth in Section 9.2. Unless the Committee determines otherwise at
grant, the minimum Performance Period shall be one year.
The Committee shall condition the right to payment or vesting of any Performance Award upon the attainment of objective
performance goals established pursuant to Section 9.2(b) below.
9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following
terms and conditions:
(a) Earning or Vesting of Performance Award. At the expiration of the applicable Performance Period, the Committee
shall determine the extent to which the performance goals established pursuant to Section 9.2(b) are achieved and the
percentage of each Performance Award that has been earned or vested.
(b) Objective Performance Goals, Formulas or Standards. 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, for the earning of
Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to
the beginning of the applicable Performance Period or, to the extent such Award is intended to comply with Section 162(m)
of the Code, at such later date as permitted thereunder and while the outcome of the performance goals are substantially
uncertain.
(c) Dividends. Amounts equal to any dividends declared during the Performance Period with respect to the number of shares
of Common Stock covered by a Performance Award will not be paid to the Participant during the Performance Period.
(d) Payment. Following the Committee’s determination, shares of Common Stock and/or cash, as determined by the Committee
in its sole discretion at the time of grant, shall be delivered to the Eligible Employee, Consultant or Non-Employee Director,
or his legal representative, in an amount equal to such individual’s earned or vested Performance Award. Notwithstanding
the foregoing, the Committee may, in its sole discretion and, to the extent Section 162(m) of the Code is applicable,
in accordance therewith, (i) award a number of shares of Common Stock or an amount of cash less than the earned
Performance Award and/or (ii) subject the payment of all or part of any Performance Award to additional vesting, forfeiture
and deferral conditions.
(e) Termination. Subject to the applicable provisions of the Award agreement and the Plan, upon a Participant’s Termination
for any reason during the Performance Period for a Performance Award, such Performance Award will vest or be forfeited
in accordance with the terms and conditions established by the Committee at grant or, if no rights of the Participant are
reduced, thereafter.
(f) Accelerated Vesting. Upon (x) a change in control, (y) a Participant’s without Cause or Good Reason termination or
termination by reason of death, Disability or Retirement, or (z) if required pursuant to an agreement in existence prior to
the date of grant to which the Participant is a party, the Committee, in its sole discretion, may accelerate the vesting of all or
any part of any Performance Award or waive the deferral limitations for all or any part of such Award.
BED BATH & BEYOND PROXY STATEMENT
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