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Exhibit 10.2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
Dated as of June 30, 1997
Bed Bath & Beyond Inc., a New York corporation (the "Company"), and
Leonard Feinstein (the "Executive"), are parties to an Employment Agreement
dated as of June 30, 1997 (the "Agreement"). The Company and the Executive have
agreed to amend the Agreement as follows:
A. Section 5 of the Agreement is amended by inserting "(a)" before the
current text of Section 5 and is further amended by adding the following:
(b) In addition, the Executive shall be entitled to
payments in the nature of supplemental pension payments at the
rate of $200,000 (or such higher amount resulting from the
annual COLA Adjustment described below) per year, payable in
accordance with the regular payroll practices of the Company,
for the period following the termination of his employment
until the death of the survivor of the Executive and his
current spouse, such payments, however, to begin only
following the later of: (i) the termination of any salary
payments (including, without limitation, any salary
continuation payments contemplated under Section 7(d)(ii), if
applicable); and (ii) the 10th anniversary of the Final Date
if the Executive receives a lump sum payment pursuant to
Section 7(d)(ii) or Section 8(b)). Such supplemental pension
payments shall be payable upon the termination of the
Executive's employment under all circumstances (including, but
not limited to, a termination pursuant to Section 7(a)) other
than termination by the Company for Cause. The amount of such
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supplemental pension payments shall be increased (the "COLA
Adjustment") during each year the supplemental pension
payments are payable by an amount which reflects any increase
in the cost of living on the immediately preceding June 30th
over the cost of living on June 30, 2000, using as a basis for
such increase the Consumer Price Index for all Urban Consumers
(CPI-U) for New York, Northern New Jersey-Long Island, as
published by the U.S. Department of Labor (the "Index") or, in
the event such Index is no longer published, such other index
as is determined in good faith to be comparable by the board
of directors of the Company. The COLA Adjustment shall be made
each July 1st and shall remain applicable until the next June
30th. The Executive acknowledges that the Company's obligation
under Section 5(b) is an unfunded, unsecured promise to pay
certain amounts to the Executive in the future. The amounts
payable under Section 5(b) shall be paid out of the Company's
general assets and shall be subject to the risk of the
Company's creditors. In no event shall the Executive's rights
under Section 5(b) be greater than the right of any unsecured
general creditor of the Company.
B. Section 7(e) is amended to read in its entirety as follows:
(e) Except without regard to a voluntary termination
described in Section 8(b), in the event of a termination of
employment by the Executive on his own initiative other than a
termination otherwise provided for in this Section 7, the
Executive shall have the same entitlements as provided in
Section 7(c)(iii) for a termination for Cause and, in
addition, he shall be afforded continued participation,
subject to provisos set forth in (x), (y) and (z) of Section
7(d)(ii), in all medical, dental, hospitalization and life
insurance coverage and any other employment benefit plans or
programs in which he was participating on the date of
termination of his
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employment until the earlier of (A) the tenth anniversary of
the termination of employment or (B) the date, or dates, he
receives equivalent coverage and benefits under the plans and
programs of a subsequent employer (such coverages and benefits
to be determined on a coverage-by-coverage, or
benefit-by-benefit, basis).
C. As amended as set forth above, the Agreement is confirmed as being
in full force and effect.
This Amendment No. 1 is dated as of June 30, 2000.
BED BATH & BEYOND INC.
By: /s/ Steven H. Temares
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Steven H. Temares
President
THE EXECUTIVE:
/s/ Leonard Feinstein
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Leonard Feinstein
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