Bed, Bath and Beyond 2011 Annual Report Download - page 93

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13.6 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with
the laws of the State of New York (regardless of the law that might otherwise govern under applicable New York principles of
conflict of laws).
13.7 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they
were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the
singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.
13.8 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is related to the level of compensation.
13.9 Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common
Stock pursuant to any Awards hereunder.
13.10 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such
Awards to individual Participants need not be the same in subsequent years.
13.11 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written
notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or
such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee
may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.
13.12 Section 16(b) of the Exchange Act. All elections and transactions under the Plan by persons subject to Section 16 of
the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under
Rule 16b-3. The Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with
Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the
transaction of business thereunder.
13.13 Section 409A of the Code.
(a) Although the Company does not guarantee the particular tax treatment of an Award granted under the Plan, Awards
made under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the
Code and the Plan and any Award agreement hereunder shall be limited, construed and interpreted in accordance with
such intent. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or
penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with
Section 409A of the Code.
(b) Notwithstanding anything in the Plan or in an Award to the contrary, the following provisions shall apply to any Award
granted under the Plan that constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code (a
“409A Covered Award”):
(i) A termination of employment shall not be deemed to have occurred for purposes of any provision of a 409A Covered Award
providing for payment upon or following a termination of the Participant’s employment unless such termination is also a
“Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of the 409A
Covered Award, references to a “termination,” “termination of employment” or like terms shall mean Separation from
Service. Notwithstanding any provision to the contrary in the Plan or the Award, if the Participant is deemed on the date
of the Participant’s Termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B)
of the Code and using the identification methodology selected by the Company from time to time, or if none, the default
methodology set forth in Code Section 409A, then with regard to any such payment under a 409A Covered Award, to the
extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be made prior
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