Bed, Bath and Beyond 2010 Annual Report Download - page 53

BED BATH & BEYOND PROXY STATEMENT
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EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment Agreements
Messrs. Eisenberg and Feinstein
Messrs. Eisenberg and Feinstein have employment agreements with the Company which were amended as of August 13, 2010
to, among other things, extend their employment terms until June 30, 2013, 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, each of 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 the greater of $400,000 (increased for cost of living adjustments) or 50% of his
average salary over the three-year period prior to such election for a period (the “Senior Status Period”) of up to ten years from
the date of such election. During the Senior Status Period, the executive must provide services at a level of at least 25% of the
average level of services the executive performed for the prior 36 month period. During the Senior Status Period, the Company is
required to provide to the executive an office at a location specified by the executive, a secretary, car service and car allowance,
all on a basis comparable to that which is currently provided to the executive. The agreements contain non-competition, non-
solicitation 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. 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.
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 26,
2011, the last day of fiscal 2010 and a price per share of common stock of $47.85 (the “Per Share Closing Price”), the closing
per share price as of February 25, 2011, the last business day of fiscal 2010. 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 (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
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 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