Bed, Bath and Beyond 2015 Annual Report Download - page 51

PROPOSAL 3—APPROVAL, BY NON-BINDING VOTE, OF 2015 EXECUTIVE COMPENSATION
duties with gross negligence; or (iv) been convicted of a felony. Upon a termination of employment by the Company for any
reason other than for cause, all unvested options will vest and become exercisable. In addition, pursuant to their respective
restricted stock and performance stock unit agreements, or, in the case of Ms. Lattmann, her employment agreement, shares
of restricted stock and performance stock units granted will vest upon death or disability, or upon a termination of employment
without cause subject to attainment of any applicable 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
Ms. Lattmann), and confidentiality during the term of employment and surviving the end of the term of employment.
Mr. Temares has a supplemental executive retirement benefit agreement and a related escrow agreement, under which 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. 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, 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, 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, 1/10 of the lump sum supplemental
retirement benefit distribution (net of applicable withholding taxes) will be distributed to Mr. Temares; and 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 Supplemental Executive Retirement Plan (“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:
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