Bed, Bath and Beyond 2012 Annual Report Download - page 61

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 with terms currently expiring 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 March 2,
2013, the last day of fiscal 2012 and a price per share of common stock of $56.93 (the ‘‘Per Share Closing Price’’), the closing
per share price as of March 1, 2013, the last business day of fiscal 2012. 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 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 salary then 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 Salary for the
BED BATH & BEYOND PROXY STATEMENT
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