Bed, Bath and Beyond 2011 Annual Report Download - page 57

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BED BATH & BEYOND PROXY STATEMENT
55
in the event Mr. Temares dies, is terminated by the Company without cause (as such term is defined in his employment
agreement), terminates due to disability, or terminates employment within 12 months following a change of control. In the event
Mr. Temares elects to retire or voluntarily terminates his employment with the Company after June 12, 2012, 1/10 of the lump
฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀฀
9/10 of the lump sum supplemental retirement benefit distribution (net of applicable withholding taxes) will be deposited into
an escrow account to be distributed in nine equal annual installments on each of the following nine anniversaries of the deposit
date, subject to acceleration in the case of Mr. Temares’ death or a change of control of the Company. The entire escrow account
will be distributed to Mr. Temares’ beneficiary no later than 30 days following his death or to Mr. Temares no later than 30 days
following a change of control of the Company. If Mr. Temares does not comply with the restrictive covenant not to compete with
the Company (as described in his employment agreement, for the term of the escrow agreement) prior to the payment of the
entire escrow amount, the Company will have the right to direct the escrow agent to pay the remaining escrow amount to the
Company no later than 15 days after notice to the escrow agent and Mr. Temares will forfeit any and all rights to such remaining
escrow amount. Mr. Temares has agreed that in the event any amount in escrow is forfeited, he will use commercially reasonable
efforts to obtain a refund of applicable taxes and remit such refund to the Company and the Company has agreed to reimburse
Mr. Temares, or to pay on his behalf, reasonable legal fees and expenses incurred in connection with such a refund request.
Although the amended SERP provides that Mr. Temares will be protected from any impact resulting from the possible application
of Section 409A to the terms of the SERP due to the complexities surrounding Section 409A, the Company believes that no such
payment will be required.
Table and related footnotes follow on the next two pages.