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Exhibit 10.3
FORM OF STANDARD STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated as of ______________ between BED BATH &
BEYOND INC., a New York corporation, and _______________ (the "Optionee").
PRELIMINARY STATEMENT
Pursuant to the Bed Bath & Beyond Inc. ____ Stock Option Plan
(the "Plan"), the Committee that administers the Plan (the "Committee") has
authorized the granting to Optionee of an option to purchase ______ 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
(the "Option") to purchase from the Company up to _______ shares of Common Stock
at a price of $_____ per share. The Option shall not be immediately exercisable
but shall become exercisable in installments, which shall be cumulative, as
indicated below:
Date on which Installment Number of Shares
First Vests and Becomes Exercisable In Installments
----------------------------------- ----------------
(one year from date of grant)
20% of the number of shares originally
subject to the Option
(two years from date of grant)
20% of the number of shares originally
subject to the Option
(three years from date of grant)
20% of the number of shares originally
subject to the Option
(four years from date of grant)
20% of the number of shares originally
subject to the Option
(five years from date of grant)
20% of the number of shares originally
subject to the Option
2. Plans Governing Terms of Option. 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 terminated earlier pursuant to the following sentence or
otherwise pursuant to the
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Plan. The Option shall immediately terminate upon termination of the Optionee's
employment with the Company, subject to the following exceptions (i) if such
termination is by reason of the death or disability of the Optionee, the
unexercised portion of the Option shall continue to be exercisable for 12 months
after such termination and (ii) if such termination is for any other reason,
excluding termination for cause, the unexercised portion of the Option shall
continue to be exercisable for three months after such termination (subject, in
the case of both clauses (i) and (ii) above, to the preceding sentence).
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 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 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 during
the Optionee's lifetime may be exercised only by him.
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):
Bed Bath & Beyond Inc.
X/X Xxxxxxx, Xxxxxxxxx & Xxxxxxx, X.X.
Attention: Xxxx Xxxxxxxxx
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
BED BATH & BEYOND INC.
By: ------------------------
------------------------
(Optionee)
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