Bed, Bath and Beyond 2007 Annual Report Download - page 56

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BED BATH& BEYOND PROXY STATEMENT
54
Senior Status
Cash Salary Option Restricted Stock
Severance Continuation (1) Acceleration (2) Acceleration (2)
Warren Eisenberg(7)
Termination Without Cause/
Constructive Termination $ 2,566,667 $ 5,500,000 — $ 4,155,041
Change in Control (no termination) — — — —
Change in Control + Termination $ 2,566,667 $ 5,500,000 — $ 4,155,041
Change in Control + Voluntary
Termination (8) $ 3,300,000 — — —
Leonard Feinstein(7)
Termination Without Cause/
Constructive Termination $ 2,566,667 $ 5,500,000 — $ 4,155,041
Change in Control (no termination) — — — —
Change in Control + Termination $ 2,566,667 $ 5,500,000 — $ 4,155,041
Change in Control + Voluntary
Termination (8) $ 3,300,000 — — —
Steven H. Temares
Termination Without Cause $ 4,050,000 — — $ 4,155,041
Voluntary Termination $ 1,350,000 — — —
Change in Control (no termination) — — — —
Change in Control + Termination $ 4,050,000 — — $ 4,155,041
Arthur Stark
Termination Without Cause $ 2,850,000 — $ 68,378 $ 1,694,505
Voluntary Termination $ 950,000 — — —
Change in Control (no termination) — — — —
Change in Control + Termination $ 2,850,000 — $ 68,378 $ 1,694,505
Eugene A. Castagna
Termination Without Cause $ 755,000 — $ 68,378 $ 1,411,814
Voluntary Termination $ 755,000 — — —
Change in Control (no termination) — — — —
Change in Control + Termination $ 755,000 — $ 68,378 $ 1,411,814
(1) Amount represents the value of 50% of current base salary for 10 years during Senior Status Period. This amount will be paid over
10 years, but the first 6 months of payments will be paid in a lump sum 6 months after termination.
(2) Represents the value of unvested outstanding stock options and restricted stock that would accelerate and vest on a termination
occurring on February 29, 2008. In the case of stock options, the value is calculated by multiplying the number of shares
underlying each accelerated unvested stock option by the difference between the per share closing price of our common stock on
February 29, 2008 (the "Per Share Closing Price") and the per share exercise price. In the case of restricted stock, the value is
calculated by multiplying the number of shares of restricted stock that accelerate and vest by the Per Share Closing Price.
(3) Represents the value of continued health and welfare benefits and other perquisites for the life of the executive and his spouse.
(4) Reflects executives’ vested account balances at March 1, 2008.
(5) For Messrs. Eisenberg and Feinstein, amount represents estimated value of lifetime pension amount, with payments starting in ten
years. For Mr. Temares, value will be paid out 6 months following 1) termination without Cause or 2) any termination (including
voluntary termination) following a change in control.
(6) This amount will be paid on the last day of the following fiscal year.
(7) Based on their employment agreements, Messrs. Eisenberg and Feinstein are eligible to receive tax gross up payments in the event
that excise taxes are triggered as a result of certain types of compensation payments, as defined under Internal Revenue Code
section 280G (“280G”), that may become payable in connection with a change in control. However, no tax gross up payments are dis-
closed above since neither of these executives would have been subject to excise taxes as a result of payments subject to 280G that
would have been made in connection with a change in control occurring on February 29, 2008.
(8) Section 8(b) of the Employment Agreements for Messrs. Eisenberg and Feinstein provides for a lump sum payment of 3x current
base salary upon a voluntary termination following a change in control.