Bed, Bath and Beyond 2008 Annual Report Download - page 66

BED BATH & BEYOND PROXY STATEMENT
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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. 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 and an assumed change in control date of February 28, 2009, the last day of the Company’s 2008 fiscal year and
aprice per share of common stock of $21.30 (the “Per Share Closing Price”), the closing per share price as of February 27, 2009,
the last business day of the Company’s 2008 fiscal year. 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. Eisenbergand Feinstein are each entitled
to supplemental pension payments of $200,000 per year (as adjusted for a cost of living increase) 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 bene-
fits to continue during their Senior Status Period and during the period of supplemental pension payments or following a termi-
nation upon a change in control.
Under the agreements, if Messrs. Eisenbergand Feinstein areterminated without “cause” (as defined below) or if the executive
is removed from or not reelected to any officer or director position prior to his Senior Status Period (or any officer position during
his Senior Status Period), there is a material diminution in the executive’s salary, benefits or perquisites or, prior to his Senior
Status Period, there is a material diminution in the executive’s duties 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. 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 an amount equal to three times salarythen 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 Salaryfor the number of years (including
fractions), if any, remaining in the Senior Status Period, payable over such applicable period in accordance with normal payroll
practices. In the event any amounts paid or provided to the executive in connection with a change in control aredetermined to
constitute “excess parachute payments” under Code Section 280G which would be subject to the excise tax imposed by Code
Section 4999, the executive shall be entitled to receive an additional “gross-up payment” in an amount such that after payment
by the executive of all taxes the executive retains an amount of such “gross-up payment” equal to the excise tax imposed. In the
event of termination of employment, the executives are under no obligation to seek other employment and there is no reduction
in the amount payable to the executive on account of any compensation earned from any subsequent employment. In the event
of termination due to death of either of the executives, the executive’s estate or beneficiary shall be entitled to his salary for a
period of one year following his death and payment of expenses incurred by executive and not yet reimbursed at the time of