Bed, Bath and Beyond 2011 Annual Report Download - page 94

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to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s Separation from
Service, and (ii) the date of the Participant’s death. All payments delayed pursuant to this Section 13.13(b)(i) shall be paid to
the Participant on the first day of the seventh month following the date of the Participant’s Separation from Service or, if
earlier, on the date of the Participant’s death.
(ii) Whenever a payment under a 409A Covered Award specifies a payment period with reference to a number of days, the
actual date of payment within the specified period shall be within the sole discretion of the Company.
13.14 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including,
without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.
13.15 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions
had not been included.
13.16 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person
incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the
Company, its Affiliates and their employees, agents and representatives with respect thereto.
13.17 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be
considered part of the Plan, and shall not be employed in the construction of the Plan.
13.18 Electronic Communications. Notwithstanding anything else herein to the contrary, any Award agreement, notice of
exercise of an Option or Stock Appreciation Right, or other document or notice required or permitted by this Plan that is
required to be delivered in writing may, to the extent determined by the Committee, be delivered and accepted electronically.
Signatures may also be electronic if permitted by the Committee. The term “written agreement” as used in the Plan shall
include any document that is delivered and/or accepted electronically.
ARTICLE XIV: EFFECTIVE DATE OF PLAN
The Plan, as amended and restated, shall become effective upon the date the stockholders of the Company approve the Plan
in accordance with the requirements of the laws of the State of New York. If the Plan is not so approved by the stockholders,
all provisions of the Bed Bath & Beyond 2004 Incentive Compensation Plan shall remain effective and the Plan, as amended and
restated herein, shall be void ab initio.
ARTICLE XV: TERM OF PLAN
No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date the Board adopts
the Plan or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that
date; provided that no Award (other than Options and Stock Appreciation Rights) that is intended to be “performance-based”
under Section 162(m) of the Code shall be granted on or after the first meeting of the Company’s stockholders that occurs in
the fifth year following the year of stockholder approval of the Plan unless the Performance Goals set forth on Exhibit A are
re-approved (or other designated performance goals are approved) by the stockholders of the Company. In the event that any
such Award is granted, the Award shall be a valid Award but it shall not qualify for the “performance-based compensation”
exception under Section 162(m) of the Code unless it is granted subject to the approval of, and is approved by, the stockholders
at the first stockholder meeting following such grant.
ARTICLE XVI: NAME OF PLAN
The Plan shall be known as “Bed Bath & Beyond Inc. 2012 Incentive Compensation Plan.”
BED BATH & BEYOND PROXY STATEMENT
92