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Exhibit 10.2
STOCK OPTION AGREEMENT dated as of August 13, 1999 between BED BATH &
BEYOND INC., a New York corporation, and LEONARD FEINSTEIN (Co-Chief Executive
Officer) (the "Optionee").
PRELIMINARY STATEMENT
Pursuant to the Bed Bath & Beyond Inc. 1996 Stock Option Plan (the
"1996 Plan"), the Stock Option Committee for Senior Executives that administers
the Plan (the "Committee") has authorized the granting to Optionee of an option
(the "Option") to purchase 400,000 shares of the Company's common stock, par
value $.01 per share ("Common Stock"), subject to the Plan and the terms and
conditions set forth herein. The parties hereto desire to enter into this
Agreement in order to set forth the terms of such Option.
Accordingly, the parties hereto agree as follows:
1. Grant of Option. Subject to the Plan and the terms and conditions of
this Agreement, the Company hereby grants to Optionee the Option to purchase
from the Company up to 400,000 shares of Common Stock at a price of $29.53125
per share. The Option shall not be immediately exercisable but shall become
exercisable in installments, which shall be cumulative, as indicated below
(which installments may be accelerated as indicated below):
Date on which Installment Number of Shares
First Vests and Becomes Exercisable In Installments
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August 13, 2000 133,333 shares, being 33 1/3% of
the number of shares originally
subject to the Option
August 13, 2001 133,333 shares, being 33 1/3% of
the number of shares originally
subject to the Option
August 13, 2002 133,334 shares, being 33 1/3% of
the number of shares originally
subject to the Option
The dates on which installments vest and become exercisable shall be accelerated
upon the death of the Optionee, or the termination of the Optionee's employment
with the Company pursuant to section 7(a) (i.e., death), 7(b) (i.e., disability)
or 7(d) (i.e., Constructive Termination Without Cause), or following a Change in
Control, as defined in section 8(a), of the Optionee's employment agreement with
the Company dated as of June 30, 1997, and upon the occurrence of any of such
events, the total number of shares originally subject to the Option shall vest
and become immediately exercisable. In the event of any acceleration pursuant to
the immediately preceding sentence, the unexercised portion of the Option shall
continue to be exercisable for 12 months thereafter as
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provided in paragraph 4 of this Agreement, but in no event later than the tenth
anniversary of the date hereof.
2. Plans Governing Terms of Option. Except as otherwise
specifically herein provided, the Option is subject in all respects to the terms
and conditions of the Plan, a copy of which is attached hereto as Exhibit A.
3. Type of Option. The Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
4. Termination. The Option shall terminate on the tenth
anniversary of the date hereof, unless the Optionee's employment with the
Company terminates before that date, in which event the Option shall terminate
upon termination of the Optionee's employment with the Company, if the
termination is for Cause pursuant to section 7(c) of the Optionee's employment
agreement or is on the Optionee's own initiative pursuant to section 7(e) of the
Optionee's employment agreement, but the unexercised portion of the Option shall
continue to be exercisable for 12 months after such termination of employment
(but in no event later than the tenth anniversary of the date hereof), if such
termination of employment is for any other cause. The Optionee's election
pursuant to section 3 of the Optionee's employment agreement to commence the
Senior Status Period and provide the limited consulting services contemplated
therein shall not be deemed a termination of the Optionee's employment for the
purposes of this Agreement.
5. Exercise. The Option may be exercised by delivering to the
Company a written notice (signed by the Optionee) stating the number of shares
with respect to which the Option is being exercised, together with full payment
of the purchase price therefor. Payment may be made in cash or by certified
check, bank draft, or money order payable to the order of the Company or, if
permitted by the Committee, through delivery of shares of Common Stock (such
shares to be valued as provided in the Plan). As provided in the Plan, the
Committee may require the Optionee to remit to the Company an amount sufficient
to satisfy any federal, state or local withholding tax requirements (or make
other arrangements satisfactory to the Company with regard to such taxes) prior
to delivering to the Optionee any shares purchased upon exercise of the Option.
The Option may not be exercised with respect to a fractional share.
6. Restriction on Transfer. The Option may not be assigned or
transferred except by will or the laws of descent and distribution and except by
a written assignment (signed by the Optionee and delivered to the Company),
provided such assignment assigns all or a portion of the Option to the
Optionee's spouse, descendants or trusts for the sole benefit of the Optionee's
spouse or descendants. The Option may be exercised only by the Optionee, the
Optionee's assignee pursuant to an assignment permitted hereunder, or by the
executor or personal representative of the Optionee or of such assignee.
7. Notice. Any notice or communication to the Company hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, or by United States mail, to the following address (or to such other
address as the Company shall from time to time specify):
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Bed Bath & Beyond Inc.
C/O Petitti, Eisenberg & Gamache, P.C.
Attention: Todd Eisenberg
488 Pleasant Street
New Bedford, MA 02740
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
BED BATH & BEYOND INC.
By: /s/ Warren Eisenberg
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/s/ Leonard Feinstein
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Leonard Feinstein
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