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 you receive a dividend (whether in
cash or stock) on the Restricted Stock, the Restricted Stock shares
are split, or you receive other shares, securities, monies,
warrants, rights, opti
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