Bed, Bath and Beyond 2011 Annual Report Download - page 91

ARTICLE XI: TERMINATION OR AMENDMENT OF PLAN/NON-TRANSFERABILITY OF AWARDS
11.1 Termination or Amendment. Notwithstanding any other provision of the Plan, the Board (or a duly authorized Committee
thereof) may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including
any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in
Article XIII), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, except (x) to correct obvious
drafting errors or as otherwise required by law or applicable accounting rules, or (y) as specifically provided herein, the rights
of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be reduced
without the consent of such Participant and, provided, further, without the approval of the holders of the Company’s Common
Stock entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the aggregate
number of shares of Common Stock that may be issued under the Plan under Section 4.1(a) (except by operation of Section 4.2);
(ii) increase the maximum individual limitations for a fiscal year or year of a Performance Period under Section 4.1(b) (except by
operation of Section 4.2); (iii) change the classification of individuals eligible to receive Awards under the Plan; (iv) extend the
maximum option period under Section 6.2; (v) alter the performance goals as set forth in Exhibit A; or (vi) require stockholder
approval in order for the Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the
extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may the Plan be amended without the
approval of the stockholders of the Company in accordance with the applicable laws of the State of New York to increase the
aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum exercise price of any
Award, amend the terms of outstanding Awards to reduce the exercise price of outstanding Options or Stock Appreciation
Rights or to cancel outstanding Options or Stock Appreciation Rights (where prior to the reduction or cancellation the exercise
price equals or exceeds the fair market value of the shares of Common Stock underlying such Awards) in exchange for cash,
other Awards or Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original
Options or Stock Appreciation Rights, or to make any other amendment that would require stockholder approval under the
rules of any securities exchange or system on which the Company’s securities are listed or traded at the request of the Company.
The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article
IV above, except (x) to correct obvious drafting errors or as otherwise required by law or applicable accounting rules, or (y) as
specifically provided herein, no such amendment or other action by the Committee shall reduce the rights of any holder without
the holder’s consent.
11.2 Non-Transferability of Awards. Except as the Committee may permit, in its sole discretion, at the time of grant or
thereafter, no Award shall be Transferable by the Participant (including, without limitation to, a Family Member) otherwise
than by will or by the laws of descent and distribution, and all Awards shall be exercisable, during the Participant’s lifetime, only
by the Participant. Any attempt to Transfer any Award or benefit not otherwise permitted by the Committee in accordance
with the foregoing sentence shall be void, and any such benefit shall not in any manner be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to
attachment or legal process for or against such person. An Option that is Transferred pursuant to the preceding sentence (i) may
not be subsequently Transferred otherwise than by will or by the laws of descent and distribution, except as may otherwise be
permitted by the Committee and (ii) remains subject to the terms of the Plan and the applicable Award agreement. Any shares
of Common Stock acquired by a permissible transferee shall continue to be subject to the terms of the Plan and the applicable
Award agreement.
ARTICLE XII: UNFUNDED PLAN
12.1 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments as to which a Participant has a fixed and vested interest but that are not yet made to a Participant
by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general
unsecured creditor of the Company.
ARTICLE XIII: GENERAL PROVISIONS
13.1 Legend and Custody. The Committee may require each person receiving shares of Common Stock pursuant to an Option
or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the
shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may
include any legend that the Committee deems appropriate to reflect any restrictions on Transfer.
BED BATH & BEYOND PROXY STATEMENT
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