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Exhibit 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
Dated as of June 30, 1997
Bed Bath & Beyond Inc., a New York corporation (the "Company"), and
Warren Eisenberg (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
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amount of such 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 with 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/ Warren Eisenberg
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Warren Eisenberg
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