Bed, Bath and Beyond 2011 Annual Report Download - page 90

ARTICLE X: OTHER STOCK-BASED AWARDS
10.1 Other Awards. Subject to the share limitations set forth in Section 4.1(a), the Committee is authorized to grant to Eligible
Employees, Consultants and Non-Employee Directors Other Stock-Based Awards that are payable in, valued in whole or in part by
reference to, or otherwise based on or related to, shares of Common Stock, including, but not limited to, (a) shares of Common
Stock awarded purely as a bonus in lieu of cash and not subject to any restrictions or conditions, (b) shares of Common Stock in
payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate,
(c) stock equivalent units, (d) restricted stock units, and (e) Awards valued by reference to book value of shares of Common
Stock. To the extent permitted by law, the Committee may, in its sole discretion, permit Eligible Employees and/or Non-Employee
Directors to defer all or a portion of their cash compensation in the form of Other Stock-Based Awards granted under the Plan,
subject to the terms and conditions of any deferred compensation arrangement established by the Company, which shall be
structured in a manner intended to comply with Section 409A of the Code. Other Stock-Based Awards may be granted either
alone or in addition to or in tandem with other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Employees, Consultants and
Non-Employee Directors, to whom, and the time or times at which, such Awards shall be made, the number of shares of Common
Stock to be awarded pursuant to such Awards, and all other conditions of the Awards.
The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified performance
goals, including, to the extent the Committee so determines, from among those set forth on Exhibit A hereto, as the Committee
may determine, in its sole discretion, including to comply with the requirements of Section 162(m) of the Code. If the grant
or vesting of an Other Stock-Based Award is based on the attainment of performance criteria, the Committee shall, in its sole
discretion, establish the objective performance criteria and the applicable vesting percentage of the Other Stock-Based Award
applicable to each Participant or class of Participants in writing prior to the beginning of the applicable performance period
or at such later date while the outcome of the performance goals are substantially uncertain as otherwise determined by the
Committee in its sole discretion and that is permitted under Section 162(m) of the Code with regard to an Other Stock-Based
Award that is intended to comply with Section 162(m) of the Code. With regard to an Other Stock-Based Award that is intended
to comply with Section 162(m) of the Code, (A) to the extent any provision would create impermissible discretion under Section
162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect and (B) the
applicable performance criteria shall be based on one or more of the performance goals set forth in Exhibit A hereto.
10.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the
following terms and conditions:
(a) Dividends. The recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis,
dividends or dividend equivalents with respect to the number of shares of Common Stock covered by the Award, except that
the Committee may determine, in its sole discretion, at grant or, if no rights of the Participant are reduced, thereafter, to
provide for the payment of dividends or dividend equivalents on the Award solely on or following the vesting of the Award.
(b) Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the
extent so provided in the Award agreement, as determined by the Committee, in its sole discretion. Notwithstanding any
other provision of the Plan to the contrary, the schedule according to which any Award under this Article X 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), Awards under this Article X 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.
(c) Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. However, in no
event will an option to purchase shares of Common Stock under the Plan be granted with a per-share purchase price as of the
date of grant of less than Fair Market Value.
BED BATH & BEYOND PROXY STATEMENT
88