exhibit102-restrictedsto






    Exhibit 10.2  Exhibit A   Restricted Stock Unit Agreement (attached)   Exhibit A   This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into as of June 29, 2022 (the  “Grant Date”), between BED BATH & BEYOND INC. (the “Company”) and Sue Gove (“you” or “Participant”).    1. Restricted Stock Unit Grant.  Pursuant and subject to the restrictions, terms and conditions set forth herein,  the Company hereby awards you the number of Restricted Stock Units (the “Restricted Stock Units”)  specified in paragraph 7 below. The Restricted Stock Units are subject to certain restrictions as set forth in  this Agreement.  2. Plan Provisions.  The Restricted Stock Units are being granted under the Company’s 2018 Incentive  Compensation Plan, as amended from time to time (the “2018 Plan”) and are entirely subject to the terms  and conditions of the 2018 Plan. A description of key terms of the 2018 Plan is set forth in the Prospectus  to the 2018 Plan. Capitalized terms used but not defined in this Agreement have the meanings set forth in  the 2018 Plan.  3. Restrictions on Transfer.  You will not sell, transfer, pledge, hypothecate, assign or otherwise dispose of  (any such action, a “Transfer”) the Restricted Stock Units, except as set forth in this Agreement.  Any  attempted Transfer in violation of this Agreement will be void and of no effect.   4. Payment.  With respect to each Restricted Stock Unit that vests in accordance with the schedule set forth in  paragraph 7 below, you will be entitled to receive a cash payment equal to the Fair Market Value of one  share of Company’s Common Stock, $0.01 par value per share (“Common Stock”) as of the Vesting Date  (such cash payment, the “Payment Amount”), less tax withholding pursuant to paragraph 8.  Subject to  paragraph 5 below, you will be paid the Payment Amount with respect to each vested Restricted Stock Unit  within thirty (30) days following the applicable Vesting Date (as defined below), to the extent  administratively practicable.   5. Forfeiture; Certain Terminations.  Except as provided in this paragraph, upon your termination of  employment with the Company, all unvested Restricted Stock Units shall immediately be forfeited without  compensation.  Notwithstanding anything herein to the contrary, except as provided in the immediately  following sentence, if (i) the Company terminates your employment for any reason other than for “cause”  (as defined below), (ii) the Company causes your employment to terminate because of “constructive  termination” (as defined below), (iii) your employment terminates due to death or “disability” (as defined  under Section 409A of the Internal Revenue Code of 1986, as amended) or (iv) your employment as  Interim Chief Executive Officer terminates following the hiring by the Company of a replacement chief  executive officer (other than you) and your having provided transitional services to the Company for the six  (6) week period (or such shorter period as determined by the Company in its sole discretion) immediately  following the date such replacement chief executive officer is hired, then, provided that you have not  breached the provisions of Paragraph 4 of the employment agreement by and between you and the  Company dated June [•], 2022 (the “Employment Agreement”), your Stock Award shall vest in full (to  the extent then unvested) effective as of your employment termination date, in each case, subject to your  execution and non-revocation of a Release (as defined, and on the terms and conditions set forth, in the  Employment Agreement). In the event that a termination of your employment described in the immediately  preceding clauses (i), (ii), (iii) or (iv) occurs on a date that is prior to the six (6) month anniversary of the  Grant Date, then 20% of the Restricted Stock Units will not vest, and instead will be immediately forfeited  for no consideration; provided, however, that in no event shall you forfeit a portion of the Restricted Stock  Units to the extent such forfeiture would cause the fair market value of the Restricted Stock Units (based on  the closing price of a share of the Company’s common stock on the employment termination date) that  otherwise would vest in connection with such termination of employment to be less than $2,080,000. For  purposes of this Agreement, a “Termination” or “Termination of Employment” shall occur upon cessation  of your employment with the Company, even if you remain a director of the Company or become a  consultant to the Company thereafter. The Company shall have “cause” to terminate your employment only  if you have (1) acted in bad faith or with dishonesty, (2) willfully failed to follow the directions of the  





 






    Company’s board of directors (provided such directions would not be in violation of law or constitute  fraud), (3) performed your duties with gross negligence, or (4) been convicted of a felony. “Constructive  termination” means (i) the material breach by the Company of one or more of the terms of the Employment  Agreement, (ii) a material diminution in your overall authority, duties, or responsibilities, or (iii) a material  reduction in your compensation or benefits other than a reduction of less than ten percent (10%) in  connection with a comparable decrease applicable to all senior executives of the Company.  In the event of  your termination due to a “constructive termination,” you shall give the Company written notice detailing  the specific circumstances alleged to constitute “constructive termination” within sixty (60) days after the  first occurrence of such circumstances and the Company shall have thirty (30) days following receipt of  such notice to cure such circumstances in all material respects, provided that no termination because of a  “constructive termination” shall occur after the one-hundred twentieth (120th) day following the first  occurrence of any circumstances that would otherwise give rise to “constructive termination.”  6. Rights with Regard to Restricted Stock Units.  On and after the Grant Date, you will have the right to  receive dividend equivalents with respect to the shares of Common Stock underlying the Restricted Stock  Units, subject to the terms and conditions of this paragraph.  Notwithstanding anything herein to the  contrary, in no event shall a dividend equivalent be issued or paid with respect to any Restricted Stock Unit  that has been forfeited pursuant to paragraph 5.  If the Company pays a dividend (whether in cash or stock)  on its Common Stock shares, or its Common Stock shares are split, or the Company pays to holders of its  Common Stock other shares, securities, monies, warrants, rights, options or property representing a  dividend or distribution in respect of the Common Stock, then the Company will credit a deemed dividend  or distribution to a book entry account on your behalf with respect to each share of Common Stock  underlying the Restricted Stock Units held by you, provided that your right to actually receive such cash or  property shall be subject to the same restrictions as the Restricted Stock Units to which the cash or property  relates, and the cash or property shall be paid to you at the same time you receive the payment for the  shares of Common Stock underlying the Restricted Stock Units.  Unless otherwise determined by the  Committee, dividend equivalents shall not be deemed to be reinvested in Common Stock and shall be  treated as uninvested at all times, without crediting any interest or earnings. Except as provided in this  paragraph, you will have no rights as a holder of Common Stock with respect to the Restricted Stock Units  unless and until the Restricted Stock Units become vested hereunder and are settled in cash as provided in  paragraph 4.  7. Grant Size; Vesting Schedule.  Restricted Stock Units covered by this Award:  ______ shares.  The  Restricted Stock Units will vest on June 23, 2023 (the “Vesting Date”), provided that you remain  continuously employed by the Company from the Grant Date until the Vesting Date (except as otherwise  provided in paragraph 5).   8. Withholding. For purposes of the payment of applicable withholding taxes required by applicable law, any  amount received under this Agreement, including the Payment Amount shall be automatically reduced by  the Company to cover the applicable minimum statutorily required withholding obligation. Subject to  paragraph 5 above, all vesting will occur only on the applicable Vesting Date, with no proportionate or  partial vesting prior to the applicable Vesting Date.  Except as otherwise provided in the preceding  paragraph, when any Restricted Stock Units become vested, the Company (unless it determines a delay is  required under applicable law or rules) will, on the payment date described in paragraph 4 above (or  promptly thereafter) deliver the Payment Amount to you, subject to applicable federal, state and local tax  withholding.  9. Code Section 409A. Although the Company does not guarantee the particular tax treatment of the  Restricted Stock Units granted under this Agreement, the grant of Restricted Stock Units under this  Agreement and the settlement of the Payment Amount is intended to comply with, or be exempt from, the  applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and  this Agreement shall be limited, construed and interpreted in accordance with such intent.  In no event  whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties  that may be imposed on you by Section 409A of the Code or any damages for failing to comply with  Section 409A of the Code. To the extent any payment made under this Agreement constitutes “non- qualified deferred compensation” pursuant to Section 409A of the Code, the provisions of Section 13.13(b)  of the 2018 Plan (including without limitation, the six-month delay relating to “specified employees”) shall  apply.   10. Notice.  Any notice or communication concerning the Restricted Stock Units must be in writing and  delivered in person, or by U.S. mail, to the following address: if to the Company, at Bed Bath & Beyond  





 






    Inc., Finance Department – Stock Administration, 650 Liberty Avenue, Union, New Jersey 07083; if  to the Participant, at the Participant’s home address on file with the Company. Either party hereto may  change its or his or her address for the purpose of this paragraph by written notice similarly given.  As a  condition of receiving this Award, you hereby consent to receive all communications relating to this  Award, and all future and prior Awards, electronically.    BED BATH & BEYOND INC.    By:_ /s/ Harriet Edelman ______________________   _/s/ Sue E. Gove_____________________        Name: Harriet Edelman Recipient (You)            Title: Independent Chair of the Board