Bed, Bath and Beyond 2011 Annual Report Download - page 95

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EXHIBIT A: PERFORMANCE GOALS
Performance goals established for purposes of the vesting of performance-based Restricted Stock Awards, Performance Awards
and/or Other Stock-Based Awards intended to comply with Section 162(m) of the Code shall be based on one or more of
the following performance goals (“Performance Goals”): (i) the attainment of certain target levels of, or a specified increase
in, enterprise value or value creation targets of the Company (or any subsidiary, division or other operational unit of the
Company); (ii) the attainment of certain target levels of, or a percentage increase in after-tax or pre-tax profits of the Company,
including without limitation that attributable to continuing and/or other operations of the Company (or in either case a
subsidiary, division, or other operational unit of the Company); (iii) the attainment of certain target levels of, or a specified
increase in, operational cash flow or economic value added of the Company (or a subsidiary, division, or other operational
unit of the Company); (iv) the attainment of a certain target level of, or a specified increase in, gross or operating margins
of the Company (or a subsidiary, division, or other operational unit of the Company); (v) the attainment of a certain level of
reduction of, or other specified objectives with regard to limiting the level of increase in all or a portion of, the Company’s
bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which
may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; (vi) the
attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations of the
Company (or a subsidiary, division or other operational unit of the Company); (vii) the attainment of certain target levels of,
or a specified percentage increase in, net sales, revenues, net income or earnings before income tax or other exclusions of the
Company (or a subsidiary, division, or other operational unit of the Company); (viii) the attainment of certain target levels of, or
a specified increase in, return on capital employed or return on invested capital of the Company (or any subsidiary, division or
other operational unit of the Company); (ix) the attainment of certain target levels of, or a percentage increase in, after-tax or
pre-tax return on stockholder equity of the Company (or any subsidiary, division or other operational unit of the Company); (x)
the attainment of certain target levels in the fair market value of the shares of the Company’s Common Stock; (xi) the growth
in the value of an investment in the Company’s Common Stock assuming the reinvestment of dividends; or (xii) a transaction
that results in the sale of stock or assets of the Company. To the extent permitted under Section 162(m) of the Code, unless the
Committee otherwise determines, in its sole discretion, the Committee shall disregard and exclude the impact of the following
items, events, occurrences or circumstances: (i) restructurings, discontinued operations, disposal of a business, extraordinary
items, and other unusual or non-recurring charges, events or circumstances, (ii) an event either not directly related to the
operations of the Company (or a subsidiary, division or other operational unit of the Company) or not within the reasonable
control of the Company’s management, (iii) the operations of any business acquired by the Company (or a subsidiary, division
or other operational unit of the Company), or (iv) a change in accounting standards required by generally accepted accounting
principles. To the extent permitted under Section 162(m) of the Code, the Committee may also adjust the Performance Goals to
reflect other items, events, occurrences or circumstances or disregard or exclude the impact of such items, events, occurrences or
circumstances.
In addition, such Performance Goals may be based upon the attainment of specified levels of Company (or subsidiary, division
or other operational unit of the Company) performance under one or more of the measures described above relative to the
performance of other corporations. The Committee may: (i) designate additional business criteria on which the performance
goals may be based or (ii) adjust, modify or amend the aforementioned business criteria.
BED BATH & BEYOND PROXY STATEMENT
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