This excerpt taken from the BBBY 8-K filed Jan 5, 2006.
Provided that such definition shall be interpreted in a manner that is consistent with Code Section 409A and regulations thereunder, a Change-in-Control of the Employer (which, for purpose of this Section 1.4 shall mean Bed Bath & Beyond Inc. but not any of its affiliates or subsidiaries) shall mean the first to occur of any of the following:
(a) the date that any one person or persons acting as a group acquires ownership of Employer stock constituting more than fifty percent (50%) of the total fair market value or total voting power of the Employer;
(b) the date that any one person or persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the stock of the Employer possessing thirty-five percent (35%) or more of the total voting power of the stock of the Employer;
(c) the date that any one person or persons acting as a group acquires assets from the Employer that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Employer immediately prior to such acquisition; or
(d) the date that a majority of members of the Employers Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or elections.