Bed, Bath and Beyond 2011 Annual Report Download - page 92

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All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under (a) the rules, regulations and other requirements of the Securities and
Exchange Commission, (b) any stock exchange upon which the Common Stock is then listed or any national securities exchange
system upon whose system the Common Stock is then quoted, or (c) applicable law, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such restrictions.
If stock certificates are issued in respect of an Award, the Committee may require that any stock certificates evidencing such
Award be held in custody by the Company until the Award has vested or the restrictions thereon have lapsed, and that, as a
condition of any grant of such an Award, the Participant shall have delivered a duly signed stock power, endorsed in blank,
relating to the Common Stock covered by such Award.
13.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.
13.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award
hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to
continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall they be a limitation in any
way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director
is retained to terminate his or her employment, consultancy or directorship at any time.
13.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan,
or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder,
payment by the Participant of any federal, state or local taxes required by law to be withheld. Upon the vesting of a Restricted
Stock Award (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a
Participant shall pay all required withholding to the Company. The minimum statutorily required withholding obligation
with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of
Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Unless otherwise determined
by the Committee, any fraction of a share of Common Stock required to satisfy such tax obligations shall be rounded up to the
nearest whole share of Common Stock and subject to withholding.
13.5 Listing and Other Conditions.
(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or
system sponsored by a national securities association, the issuance of any shares of Common Stock pursuant to an Award
shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to
issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect
to such shares shall be suspended until such listing has been effected.
(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant
to an Option or other Award is or may be unlawful or result in the imposition of excise taxes on the Company under the
statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or
delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or
otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall
be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of
excise taxes on the Company.
(c) Upon termination of any period of suspension under this Section 13.5, any Award affected by such suspension that shall not
then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares that
would otherwise have become available during the period of such suspension, but no such suspension shall extend the term
of any Award.
(d) A Participant shall be required to supply the Company with any certificates, representations and information that the
Company requests, and otherwise to cooperate with the Company in obtaining any listing, registration, qualification,
exemption, consent or approval as the Company deems necessary or appropriate.
BED BATH & BEYOND PROXY STATEMENT
90