Exhibit 10.1


 


STOCK OPTION AGREEMENT dated
as of
             ,
200  , between BED BATH & BEYOND INC. (the “Company”) and
                              
(“you”).


 


1.  Option Grant.  The Company grants you an option (the “Option”) to purchase up to
          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 set forth on the Vesting Schedule below.


 


2.  The Plan.  The
Option is entirely subject to the terms of the Company’s 2004 Incentive
Compensation Plan (the “Plan”). 
A description of key terms of the Plan is set forth in the Prospectus
for the Plan.


 


3.  Type of Option.  The Option is a nonqualified option, not an
“incentive stock option (ISO)” for U.S. tax purposes.


 


4.  Termination.  The Option terminates on the eighth (8th)
anniversary of the date of this Agreement and as otherwise provided in the
Plan.  The Option will immediately
terminate upon your termination of employment or other service with the Company
and its Affiliates (as defined in the Plan), except that (i) if termination is
because of your death, Disability or Retirement (as those terms are defined in
the Plan), the portion of the Option that is vested and unexercised as of such
termination date (the “Vested Portion”)
will remain exercisable for one year following termination, and (ii) if
termination is for any other reason, excluding Cause (as defined in the Plan),
the Vested Portion will remain exercisable for 90 days after termination,
although in all cases the Option will never be exercisable after the eighth
(8th) anniversary of this Agreement.  Upon
termination for Cause, the entire option (including any Vested Portion)
terminates immediately.  You will not be
deemed to have experienced a termination of employment or other service until
you no longer serve as either of (i) an employee of, or consultant to, the
Company or its Affiliates, or (ii) a Director (as defined in the Plan).


 


5.  Exercise.  You may exercise the Option by delivering to
the Company your signed, written notice of the number of shares to be purchased
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 a broker-assisted cashless exercise or
otherwise.  The Committee may require
you to pay any applicable withholding taxes.


 


6.  Transfer Restriction.  Unless otherwise permitted by the Committee,
the Option is non-transferable, except that, in the event 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

  	
  Optionee

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


VESTING SCHEDULE


 


The date of grant of this Option is the date
of this Agreement, as first written above.


 


Total Option Grant: 
             
shares


 


	
  Date on Which Installment First

  Vests and Becomes Exercisable

  	
   

  	
  Number of
  Shares in Installment

  



 


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