Bed, Bath and Beyond 2011 Annual Report Download - page 56

In substitution for a split dollar insurance benefit previously provided to such executives, in fiscal 2003, the Company entered
into deferred compensation agreements with Messrs. Eisenberg and Feinstein under which the Company is obligated to pay
Messrs. Eisenberg and Feinstein $2,125,000 and $2,080,000, respectively, in each case payable only on the last day of the first full
fiscal year of the Company in which the total compensation of Mr. Eisenberg or Feinstein, as applicable, will not result in the loss
of a deduction for such payment pursuant to applicable federal income tax law.
Messrs. Temares, Stark and Castagna
The agreements with Messrs. Temares and Stark provide for severance pay equal to three years’ salary, and the agreement with
Mr. Castagna provides for severance pay equal to one year’s salary, if the Company terminates their employment other than for
“cause” (including by reason of death or disability) and one year’s severance pay if the executive voluntarily leaves the employ
of the Company. Severance pay will be paid in accordance with normal payroll, however any amount due prior to the six months
after termination of employment will be paid in a lump sum on the date following the six month anniversary of termination of
employment. Any severance payable to these executives will be reduced by any monetary compensation earned by them as a
result of their employment by another employer or otherwise. Cause is defined in the agreements as when the executive has:
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
other than for “cause,” all unvested options will vest and become exercisable. In addition, pursuant to their respective restricted
stock agreements, shares of restricted stock granted to Messrs. Temares, Stark and Castagna will vest upon death, disability or
termination of employment without “cause,” and for restricted stock awards granted since fiscal 2009, vesting upon termination
without “cause” will be subject to attainment of performance goals. These agreements also provide for non-competition
and non-solicitation 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.
Mr. Steven H. Temares has a supplemental executive retirement benefit agreement and a related escrow agreement, under
which, if he remains employed by the Company through June 12, 2012 (the twentieth anniversary of his employment with the
Company) or the earlier occurrence of a change of control of the Company (as defined in the agreement), he is entitled to
receive a supplemental retirement benefit on his retirement or other separation from service from the Company. The retirement
benefit will be payable in the form of a lump sum equal to the present value of an annual amount equal to 50% of Mr. Temares’
annual base salary on the date of termination of employment if such annual amount were paid for a period of 10 years in
accordance with the Company’s normal payroll practices. In the event Mr. Temares is terminated without cause or his employment
is terminated due to death or disability prior to June 12, 2012, he will also be eligible to receive the supplemental retirement
benefit. Except in the case of Mr. Temares’ death (in which case the supplemental retirement benefit will be immediately payable)
and the agreement as to escrow, the supplemental retirement benefit will be paid on the first business day following the six
month anniversary of Mr. Temares’ termination and will be includible in his income for tax purposes at such time.
In the event Mr. Temares elects to retire or voluntarily terminates his employment with the Company after June 12, 2012, a
portion of the supplemental retirement benefit, net of withholdings, will be deposited into an escrow account governed by a
separate agreement. No portion of the supplemental retirement benefit will be deposited into the escrow account, however,
BED BATH & BEYOND PROXY STATEMENT
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