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This excerpt taken from the BBBY DEF 14A filed Jun 1, 2009. Other Awards. The
2004 Plan authorizes the Committee to grant awards of common stock and other
awards that are valued in whole or in part by reference to, or are payable in
or otherwise based on, common stock, including but not limited to: shares of
common stock awarded purely as a bonus in lieu of cash and not subject to any
restrictions or conditions; shares of common stock in payment of the amounts
due under an incentive or performance plan sponsored or maintained by the
Company or an affiliate; stock equivalent units; restricted stock units; and
awards valued by reference to book value of shares of common stock.
As noted above, performance-based awards granted under the 2004 Plan that are intended to satisfy the performance-based compensation exception under Section 162(m) of the Code will vest based on attainment of specified performance goals established by the Committee. These performance goals will be based on the attainment of a certain target level of, or a specified increase in (or decrease where noted) one or more of the following criteria selected by the Committee:
· enterprise value or value creation targets;
· after-tax or pre-tax profits of the Company, including, without limitation, that attributable to continuing and/or other operations;
· operational cash flow or economic value added;
· gross or operating margins;
· 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;
· earnings per share or earnings per share from continuing operations;
· net sales, revenues, net income or earnings before income tax or other exclusions;
· return on capital employed or return on invested capital;
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· after-tax or pre-tax return on stockholder equity; or
· fair market value of the shares of the common stock of the Company.
The criteria to establish performance goals also include the growth in the value of an investment in the common stock of the Company assuming the reinvestment of dividends, or a transaction that results in the sale of stock or assets of the Company.
The Committee may also exclude the impact of an event or occurrence which the Committee determines should be appropriately excluded, including: restructurings, discontinued operations, extraordinary items and other unusual or non-recurring charges; an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or a change in accounting standards required by generally accepted accounting principles.
In addition, such performance goals may be based upon the attainment of specified levels of Company performance under one or more of the measures described above relative to the performance of other corporations.
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