Bed Bath & Beyond (BBBY)

Have the Company's equity compensation policies changed in the last year?

        Yes. The Compensation Committee and the full Board reviewed the use of equity compensation following last year's shareholder ratification of the 2004 Incentive Compensation Plan, having retained an outside consultant to review the manner in which the Company compensates its employees, including senior executives. One goal was promoting long-term equity interest among the Company's employees. As a result of that review, the Company now compensates senior executives with a combination of stock options and performance-based restricted stock. Vesting of the restricted stock awarded to these executives will be dependent on (i) the Company's achievement of a performance-based test for the fiscal year of grant, and (ii) time vesting, assuming the performance test has been met with respect to a particular grant. The vesting periods, which generally run five to seven years from the date of grant, create a sort of forced retention: if the performance test is satisfied for a specific year's grant, the stock is earned, but it remains subject to restriction and cannot be sold until it vests. As a consequence, consistent with the proposal, a significant portion of the equity incentive of senior executives will be the ownership of common stock over the applicable vesting period.

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