Bed, Bath and Beyond 2007 Annual Report Download - page 54

BED BATH& BEYOND PROXY STATEMENT
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Employment Agreements with Messrs. Eisenberg and Feinstein
Messrs. Eisenberg and Feinstein have employment agreements with the Company for executive employment terms which expire
on June 30, 2010, or as further extended by mutual agreement. These agreements provide for salaries at the rate of $800,000 per
year which may be increased from time to time by the Company. The current annual salary for each of Messrs. Eisenberg and
Feinstein is $1,100,000. Under these agreements, Messrs. Eisenberg and Feinstein may at any time elect senior status (i.e., to be
continued to be employed to provide non-line executive consultative services) at an annual salary of 50% of their salary prior to
such election (or, $550,000 per year if senior status were elected today) for a period (the “Senior Status Period”) of up to ten years
from the date of such election. If not previously elected, the Senior Status Period will commence at the expiration of the executive
employment term unless the term is extended by mutual agreement. During the Senior Status Period, the executive does not have
to devote more than 50 hours in any three-month period to his consultative duties. In addition, during the Senior Status Period,
the Company shall provide to the executive an office at a location specified by the executive, a secretary and a car and driver, all
on a basis comparable to that which is currently provided to the executive. The agreements contain non-competition, non-solicita-
tion and confidentiality provisions. These provisions generally apply through the term of employment, including the Senior Status
Period and any other time when salary payments are required to be made under the agreements. The agreements provide, in
addition, for some of Messrs. Eisenberg’s and Feinstein’s employee benefits to continue during their active employment, their
Senior Status Period and during the period of supplemental pension payments. Certain of the provisions of these agreements are
expected to be modified to meet the requirements of Section 409A of the Internal Revenue Code. For a complete description of
payments due to Messrs. Eisenberg and Feinstein upon termination of their employment with the Company, see “Potential
Payments Upon Termination or Change in Control” below.
Agreements with Messrs. Temares, Stark and Castagna
Messrs. Temares, Stark and Castagna have employment agreements with the Company which provide for severance pay and other
benefits upon a termination of their employment. For a complete description of payments due to Messrs. Temares, Stark and
Castagna upon termination of their employment with the Company, see “Potential Payments Upon Termination or Change in
Control” below. These agreements also provide for non-competition and non-solicitation of the Company’s employees during the
term of employment and for one year thereafter (two years in the case of Mr. Castagna), and confidentiality during the term of
employment and surviving the end of the term of employment.
Potential Payments Upon Termination or Change in Control
The named executive officers’ employment agreements and certain of the plans in which the executives participate require the
Company to pay compensation to the executives if their employment terminates. The estimated amount of compensation payable
to the named executive officers in each termination situation is listed in the table below. The table is presented using an assumed
termination date of February 29, 2008, the last business day of the Company’s 2007 fiscal year, an assumed change in control date
of February 29, 2008 and a price per share of Common Stock of $28.34 (the closing price as of February 29, 2008). Descriptions of
the agreements under which such payments would be made follow:
Messrs. Eisenberg and Feinstein
Pursuant to their employment agreements, following the Senior Status Period, Messrs. Eisenberg and Feinstein are each entitled
to supplemental pension payments of $200,000 per year (plus a cost of living adjustment) until the death of the survivor of him
and his current spouse. The agreements provide, in addition, for some of Messrs. Eisenberg’s and Feinstein’s employee benefits to
continue during their Senior Status Period and during the period of supplemental pension payments or following a termination
upon a change in control.
Under the agreements, if Messrs. Eisenberg and Feinstein are terminated without “cause” (as defined below) or if the executive is
removed from or not reelected to any officer or director position, there is a material diminution in the executive’s duties, salary,
benefits or perquisites or the Company’s principal office or the executive’s own office location as assigned to him by the Company
is relocated and the executive elects to terminate his employment, the executive shall be paid through the end of the term of
employment and the Senior Status Period (or, if the executive chooses, in a lump sum on a present value discounted basis).
Following a change in control of the Company (as defined in the agreements), each of the executives may, at his option, upon 90
days’ written notice, terminate employment and shall be paid a single lump sum equal to three times salary then in effect, if the
written notice is given before the Senior Status Period, or, if during the Senior Status Period, one half of Senior Status Salary for
the number of years (including fractions), if any, remaining in the Senior Status Period. In the event any amounts paid or provided