Exhibit 10.1


 


STOCK OPTION AGREMEENT dated as of
         200    ,
between BED BATH & BEYOND INC. (the “Company”) and (First Name) (Middle
Name) (Last Name) (“you”).


 


1.                                       Option
Grant.  The Company grants you an
option (the “Option”) to purchase up to (shares) shares of the Company’s Common
Stock at a price of $       per share.  The Option is not exercisable now but
becomes exercisable in installments, which are cumulative, so that 20% of the
number of shares originally subject to the Option will vest and become
exercisable on each of the dates described on the Vesting Schedule below.


 


2.                                       Option
Plan.  You agree that the Option is
entirely subject to the terms of the Company’s (Plan) Stock Option (the
“Plan”), which is described in the Prospectus for the Plan.


 


3.                                       Type
of Option.  The Option is not
intended to qualify as an “incentive stock option” under Section 422 of
the Internal Revenue Code.


 


4.                                       Termination.  The Option terminates on the eighth
anniversary of the date of this Agreement and as otherwise provided in the
Plan.  The Option will immediately
terminate upon your termination of employment with the Company, except that (i)
if termination is because of your death or disability, the portion of the
Option vested and unexercised as of such termination date (the “Vested
Portion”) will remain exercisable for 12 months after termination and (ii) if
termination is for any other reason, excluding cause, the Vested Portion will
remain exercisable for three months after termination, although in all cases
the Option will never be exercisable after the eighth anniversary of this
Agreement.  Upon termination for cause,
the Vested Portion terminates immediately, together with the balance of the
Option.


 


5.                                       Exercise.  You may exercise the Option by delivering to
the Company your signed, written notice of the number of shares covered by your
exercise, together with the full purchase price.  Payment may be made by certified check, bank draft, or money
order payable to the order of the Company or, if permitted by the Committee
that administers the Plan (the “Committee”), through delivery of shares of the
Company’s Common Stock.  The Committee
may require you to pay the amount needed (or to make other arrangements) to pay
any withholding taxes.


 


6.                                       Transfer
Restriction.  Unless otherwise
permitted by the Committee, the Option is non-transferable, except that, in
case of your death, it may be transferred by will or the laws of descent and
distribution.  Only you (or your
guardian or legal representative) may exercise the Option.


 


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7.                                       Notice.  Any notice or communication to the Company
concerning the Option must be in writing and delivered in person, or by United
States mail, to the following address (or another address specified by the
Company):


 


Bed Bath & Beyond Inc.


Finance Department – Stock Administration


650 Liberty Avenue


Union, New Jersey 07083


 


BED BATH & BEYOND INC.


 


	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Co-Chairman of the Board of Directors or

  Chief Executive Officer

  	
   

  	
  (First Name) (Middle Name) (Last Name)

  



 


 


VESTING SCHEUDLE


 


Total Option
Grant:        shares


 




	
  Date on Which Installment First

  Vests and Becomes Exercisable

  	
   

  	
  Number of Shares in Installment

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


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