Bed, Bath and Beyond 2013 Annual Report Download - page 63

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 February 25,
2017, 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, Castagna and Fiorilli
Messrs. Temares, Stark, Castagna and Fiorilli 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, Castagna and Fiorilli 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 foregoing 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 such 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 1,
2014, the last day of fiscal 2013 and a price per share of common stock of $67.82 (the ‘‘Per Share Closing Price’’), the closing
per share price as of February 28, 2014, the last business day of fiscal 2013. 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 other than due to ‘‘cause’’ (as defined below). Under the agreements, if Messrs.
Eisenberg and Feinstein are terminated without cause or if the executive elects to terminate his employment due to a
‘‘constructive termination’’ (as defined below), the executive shall be paid through the end of the term of employment and
the Senior Status Period.
The agreements were amended, effective March 1, 2014, to eliminate the executives’ ability to terminate employment for any
reason following a change in control and receive change in control severance payments and benefits. The agreements now
provide that, following a termination without cause or a constructive termination, in each case, occurring on a change in
control of the Company (as defined in the agreements) or within two years following upon a change in control, each of the
executives shall be paid an amount equal to three times salary then in effect, if the written notice is given before the Senior
BED BATH & BEYOND PROXY STATEMENT
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