Bed Bath & Beyond (BBBY)

Selection of Annual Grant Dates

·                                          The Company has followed a consistent practice of seeking low grant prices for the purpose of attracting and retaining employees.

·                                          The Company’s co-chairmen and chief executive officer were responsible for selecting the grant dates, though the responsibilities varied depending on the period, with the current chief executive officer having primary responsibility in later years.

·                                          From 1993 through approximately 1997, although grant date prices were generally favorable, they were not consistently the lowest grant price dates.

·                                          From 1998 through 2005:

·                                          Five annual grant dates were at the low price for the fiscal quarter (the special committee determined that there was conclusive or strong evidence that one of

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these grant dates was selected on the actual date and the others no later than two, three, five and eight trading days after the grant date).

·                                          Two additional annual dates were at the low price of the +/- 20 trading days (the special committee determined that there was conclusive evidence that these dates were selected no later than three and four trading days after the grant date).

·                                          One annual grant date was the third lowest for the fiscal quarter (the special committee determined that there was strong evidence that this date was selected no later than two trading days after the grant date).

·                                          Based on its review, the special committee believes:

·                                          Some hindsight was used in selecting some annual grant dates.

·                                          Excluding grants only to Form 4 filers beginning in 2003, almost all annual grant dates in 1998-2004 likely were selected with some hindsight; conclusive or strong evidence establishes that the grant date was selected, in most cases, within a relatively short period after the recorded grant date (in most cases within a few trading days but sometimes with a meaningful stock price increase).

·                                          In some years, it is likely that the annual grant date was selected on the recorded grant date.