Bed, Bath and Beyond 2012 Annual Report Download - page 66

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GRANTS OF PLAN BASED AWARDS
Grants of Stock Options and Restricted Stock Awards for Fiscal 2012
The following table sets forth information with respect to stock options granted and restricted stock awarded during fiscal
2012 to each of the named executive officers under the Company’s 2012 Incentive Compensation Plan (the ‘‘2012 Plan’’). The
Company did not grant any non-equity incentive plan awards in fiscal 2012.
Name Grant Date
All Other
Stock Awards:
Number of
Shares of Stock
or Units
(1)
(#)
All Other
Option Awards:
Number of
Securities
Underlying
Options
(1)
(#)
Exercise or
Base Price
of Option
Awards
(2)
($/Sh)
Closing
Market Price
on Date
of Grant
($/Sh)
Grant Date
Fair Value
of Stock and
Option Awards
(3)
($)
Warren Eisenberg 5/10/12 21,768 21,682 $68.910 $68.75 $ 2,000,024
Leonard Feinstein 5/10/12 21,768 21,682 $68.910 $68.75 $ 2,000,024
Steven H. Temares 5/10/12 87,070 249,347 $68.910 $68.75 $11,749,986
Arthur Stark 5/10/12 19,591 26,019 $68.910 $68.75 $ 1,950,019
Eugene A. Castagna 5/10/12 15,963 26,019 $68.910 $68.75 $ 1,700,013
(1) Number of shares when converted from dollars to shares, which number is rounded up to the nearest whole share.
(2) The exercise price of option awards is the average of the high and low trading prices of the Company’s common stock on the date
of grant.
(3) Pursuant to the SEC rules, stock option awards are valued in accordance with ASC 718. See footnote 3 to the Summary
Compensation Table in this Proxy Statement.
Vesting of restricted stock awards depends on (i) the Company’s achievement of a performance-based test for the fiscal year of
the grant, and (ii) assuming the performance-based test is met, time vesting, subject in general to the executive remaining in
the Company’s employ on specific vesting dates. The performance-based test for fiscal 2012 was met. The performance test is
designed to meet the standard for performance-based compensation under the Code, so that restricted stock awards will be
deductible compensation for certain executives if their annual compensation exceeds $1,000,000. The stock awards granted in
fiscal 2012 to Messrs. Eisenberg, Feinstein and Temares time vest in five equal installments starting on the first anniversary of
the grant date. The stock awards granted in fiscal 2012 to Messrs. Stark and Castagna time vest in five equal installments
starting on the third anniversary of the grant date.
Vesting of stock option awards depends on time vesting, subject in general to the executive remaining in the Company’s
employ on specific vesting dates. The options granted in fiscal 2012 to Messrs. Eisenberg and Feinstein vest in three equal
installments starting on the first anniversary of the grant date. The options granted in fiscal 2012 to Messrs. Temares, Stark and
Castagna vest in five equal installments starting on the first anniversary of the grant date. At the time of grant or thereafter,
option awards and underlying shares of common stock, are not transferable other than by will or the laws of descent and
distribution, except as the Compensation Committee may permit.
BED BATH & BEYOND PROXY STATEMENT
64