Bed, Bath and Beyond 2015 Annual Report Download - page 49

PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
Employment Agreements and Potential Payments Upon Termination or Change in Control
Employment Agreements
There were no amendments to any Named Executive Officer’s employment agreement since the Company’s 2015 Annual
Meeting of Shareholders.
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 and Ms. Lattmann
Messrs. Temares, Stark, Castagna and Fiorilli and Ms. Lattmann 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 and Ms. Lattmann 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 Ms. Lattmann), 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
February 27, 2016, the last day of fiscal 2015 and a price per share of common stock of $48.99 (the “Per Share Closing
Price”), the closing per share price as of February 26, 2016, the last business day of fiscal 2015. 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
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