Exhibit 10.2
This RESTRICTED STOCK AGREEMENT is entered into as of
, 20
(the "Grant Date"), between BED BATH & BEYOND INC. (the "Company") and
("you").
1.
RESTRICTED STOCK GRANT.
SUBJECT TO THE RESTRICTIONS, TERMS AND
CONDITIONS OF THE PLAN AND THIS AGREEMENT, THE COMPANY HEREBY AWARDS YOU THE
NUMBER OF SHARES OF COMMON STOCK SPECIFIED IN PARAGRAPH 7 BELOW.
THE SHARES ARE
SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN THE PLAN AND THIS AGREEMENT.
UNTIL VESTED, THE SHARES ARE REFERRED TO HEREIN AS "RESTRICTED STOCK."
2.
THE PLAN.
THE RESTRICTED STOCK 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.
CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS AGREEMENT HAVE THE
MEANINGS SET FORTH IN THE 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, EXCEPT AS SET FORTH IN THE PLAN OR THIS AGREEMENT.
ANY
ATTEMPTED TRANSFER IN VIOLATION OF THE PLAN OR THIS AGREEMENT WILL BE VOID AND
OF NO EFFECT.
4.
FORFEITURE.
EXCEPT AS PROVIDED IN THIS PARAGRAPH, UPON YOUR
TERMINATION OR THE FAILURE TO ATTAIN THE PERFORMANCE GOAL DISCUSSED IN PARAGRAPH
7 BELOW, ALL UNVESTED RESTRICTED STOCK SHALL IMMEDIATELY BE FORFEITED WITHOUT
COMPENSATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE RESTRICTED
STOCK WILL VEST IN FULL UPON A TERMINATION BY REASON OF YOUR DEATH OR
DISABILITY.
IN THE EVENT OF YOUR TERMINATION BY THE COMPANY WITHOUT CAUSE OR,
IF PROVIDED IN AN AGREEMENT BETWEEN YOU AND THE COMPANY IN EFFECT AS OF THE
GRANT DATE, BY YOU FOR GOOD REASON OR DUE TO A CONSTRUCTIVE TERMINATION WITHOUT
CAUSE, AS EACH SUCH TERM (OR CONCEPT OF LIKE IMPORT) IS DEFINED IN THAT
AGREEMENT, THE RESTRICTED STOCK WILL VEST UPON, AND SUBJECT TO, THE
CERTIFICATION BY THE COMMITTEE OF ATTAINMENT OF THE PERFORMANCE GOAL DISCUSSED
IN PARAGRAPH 7 BELOW REGARDLESS OF WHETHER OR NOT YOU ARE EMPLOYED ON THE DATE
OF CERTIFICATION.
IF YOU HAVE BEEN GRANTED COMPANY STOCK OPTIONS THAT ARE
SUBJECT TO ACCELERATED VESTING UPON A "CHANGE IN CONTROL" AS DEFINED IN AN
EMPLOYMENT AGREEMENT BETWEEN YOU AND THE COMPANY IN EFFECT AS OF THE GRANT DATE,
YOUR RESTRICTED STOCK WILL ALSO VEST IN FULL UPON A CHANGE IN CONTROL (AS
DEFINED IN THAT AGREEMENT).
5.
RETENTION OF CERTIFICATES.
PROMPTLY AFTER THE GRANT DATE, THE
COMPANY WILL RECOGNIZE YOUR OWNERSHIP OF THE RESTRICTED STOCK THROUGH
UNCERTIFICATED BOOK ENTRY, ANOTHER SIMILAR METHOD, OR ISSUANCE OF STOCK
CERTIFICATES REPRESENTING THE RESTRICTED STOCK.
ANY STOCK CERTIFICATES WILL BE
REGISTERED IN YOUR NAME, BEAR ANY LEGEND THAT THE COMMITTEE DEEMS APPROPRIATE TO
REFLECT ANY RESTRICTIONS ON TRANSFER, AND BE HELD IN CUSTODY BY THE COMPANY OR
ITS DESIGNATED AGENT UNTIL THE RESTRICTED STOCK VESTS.
IF REQUESTED BY THE
COMPANY, YOU WILL DELIVER TO THE COMPANY A DULY SIGNED STOCK POWER, ENDORSED IN
BLANK, RELATING TO THE RESTRICTED STOCK.
IF