Employment Agreement
Amendment to Agreement
 
 
BED BATH & BEYOND INC.
                                715 Morris Avenue
                              Springfield, NJ 07081
 
 
 
                                                          As of December 1, 1994
 
Mr. Steven H. Temares
 
 
 
Dear Steve:
 
                  We write to set forth our agreement with respect to your
         employment as an executive of Bed Bath & Beyond Inc. (the "Company").
         Your current title with the Company is Director of Real Estate and
         General Counsel.
 
                  1. DUTIES. The Company hereby agrees to employ you, and you
         agree to be employed by the Company, on the terms and conditions
         hereinafter set forth. You will perform such duties as may from time to
         time be assigned to you by either of the current Co-Chief Executive
         Officers of the Company, or by the Board of Directors of the Company
         provided such duties are no less responsible than those theretofore
         assigned to you by either of the current Co-Chief Executive Officers of
         the Company. You agree to serve the Company faithfully, diligently and
         competently, and to devote your full working time, energy and skill to
         the Company's business. Your place of employment will remain in the
         greater New York area unless you consent to move.
 
                  2. COMPENSATION. The Company will pay you an annual salary at
         a rate not less than your current salary, payable in accordance with
         the Company's customary payroll practices from time to time in effect.
         The Company will review your compensation annually and may, in its sole
         discretion, increase your annual salary. At no time will your annual
         salary be less than your annual salary in the immediately preceding
         year. You will be entitled to participate in such privileges and in
         such insurance and other benefit programs as are generally made
         available to the Company's employees to the extent you meet the
         eligibility requirements for such privileges and programs. You will be
         entitled to take vacations in accordance with the Company's vacation
         policy for managers from time to time in effect.
<PAGE>   2
Mr. Steven H. Temares
As of December 1, 1994
Page 2
 
 
                  3.  SEVERANCE COMPENSATION.
 
                  (a) Your employment by the Company is not for any specific
         term but rather is on an ongoing at-will basis with the right by the
         Company and you to terminate your employment at any time. If the
         Company terminates your employment for any reason other than for
         "cause", then the Company shall pay you, as severance pay, provided
         that you have not breached the provisions of paragraph 4 hereof, your
         salary at the rate in effect immediately prior to such termination, for
         a period of three (3) years, in normal payroll installments in
         accordance with the Company's then payroll practices or, at the
         Company's option, in a lump sum. Thus, if you have not violated the
         non-compete restrictions in paragraph 4 hereof during a period expiring
         one year after the termination of your employment (as well as the other
         restrictions in that paragraph), the Company will guarantee that you
         will receive your salary for a period of three (3) years. This
         three-year severance obligation shall also apply if the Company
         terminates your employment by reason of your death or disability. Your
         severance pay under paragraphs 3 (a) and (c) shall be reduced by any
         salary, bonus or like monetary compensation earned by you as a result
         of your employment by another employer or otherwise. The Company shall
         have "cause" to terminate your employment only if you have (i) acted in
         bad faith or with dishonesty, (ii) wilfully failed to follow the
         reasonable and lawful directions of the Company's current Co-Chief
         Executive Officers or the Board of Directors commensurate with your
         title and duties, (iii) performed your duties with gross negligence, or
         (iv) been convicted of a felony.
 
                  (b) In addition, if the Company terminates your employment for
         any reason other than for "cause", and if at the date of such
         termination there are options granted to you by the Company under any
         option plan which was then not exercisable by reason of the installment
         terms thereof, the Company shall take such steps as may be necessary or
         appropriate to make such options immediately exercisable for a period
         of at least thirty (30) days following the termination of your
         employment.
 
                  (c) If you voluntarily leave the employ of the Company for any
         reason, the Company shall pay you, as severance pay, provided that you
         have not breached the provisions of paragraph 4 hereof and provided the
         Company shall not have "cause" to terminate your employment, your
         salary at the rate in effect immediately prior to your leaving the
         Company's employ for a period of one (1) year in normal payroll
         installments in accordance with the Company's then payroll practices
         or, at the Company's option, in a lump sum.
<PAGE>   3
Mr. Steven H. Temares
As of December 1, 1994
Page 3
 
 
                  4. ADDITIONAL PROVISIONS. During your employment by the
         Company and for a period of one year thereafter, you agree that you
         will not: (a) whether alone or in association with any other person,
         directly or indirectly, engage or be interested in any business or
         enterprise in the United States that is competitive with the business
         of the Company. For purposes of this paragraph, you will be considered
         to have been engaged or interested in any business or enterprise if you
         are interested in such business or enterprise as a stockholder,
         director, officer, employee, agent, broker, partner, individual
         proprietor, lender, consultant or in any other capacity, except that
         nothing herein contained will prevent you from owning less than one
         percent (1%) of any class of equity or debt securities of any publicly
         traded company. For purposes of this paragraph, a business or
         enterprise will be deemed competitive with the business of the Company
         if it includes the operation of specialty stores substantially engaged
         in the sale of linens, housewares or home furnishings; (b) whether
         alone or in association with any other person, directly or indirectly,
         (i) solicit or induce, or attempt to solicit or induce, any employee of
         the Company to leave the employ of the Company; (ii) employ, or solicit
         for employment, on your behalf or on behalf of any other person (other
         than the Company), any person that is or was at any time an employee of
         the Company; or (iii) trade with any supplier of the Company without
         the Company's consent. You also agreed that you will not during or
         after your employment by the Company, knowingly divulge, furnish or
         make accessible to any third person or organization other than in the
         regular course of the Company's business any confidential information
         concerning the Company or its subsidiaries or its or their business,
         including, without limitation, confidential methods of operation and
         organization, confidential sources of supply and customer or other
         mailing lists.
 
                  The provisions of this paragraph 4 shall survive the end of
         the term of your employment hereunder. You acknowledge that any remedy
         at law for a breach or threatened breach of any of the provisions of
         this paragraph 4 may be inadequate and that accordingly the Company
         shall be entitled to an injunction or specific performance or any other
         mode of equitable relief without the necessity of showing any actual
         damage, posting a bond or furnishing other security.
<PAGE>   4
Mr. Steven H. Temares
As of December 1, 1994
Page 4
 
 
         5.  MISCELLANEOUS.
 
                  (a) The Company may, at its option and for its benefit, obtain
         insurance with respect to your death, disability or injury. You agree
         to submit to such physical examinations and supply such information as
         may be reasonably required in order to permit the Company to obtain
         such insurance.
 
                  (b) Any notice or other communication required or permitted to
         be given hereunder shall be deemed to have been duly given when
         personally delivered or when sent by registered mail, return receipt
         requested, postage prepaid, as follows:
 
                                    If to the Company, at:
 
                                    Bed Bath & Beyond Inc.
                                    715 Morris Avenue
                                    Springfield, NJ 07081
 
                                    If to you, at:
 
                                   
                                   
 
                  Either party hereto may change its or his address for the
         purpose of this paragraph by written notice similarly given.
 
                  (c) Neither party hereto may assign its rights or delegate its
         duties hereunder, except that the Company may assign it rights
         hereunder to any person that (i) acquires substantially all of the
         business and assets of the Company (whether by merger, consolidation,
         purchase of assets or other acquisition transaction) and (ii) agrees in
         writing to assume the obligations of the Company hereunder. This
         agreement shall be construed and enforced in accordance with the
         internal laws of the State of New York, without regard to principles of
         conflicts of laws. Nothing in this agreement shall create, or be deemed
         to create, any third party beneficiary rights in any person, including,
         without limitation, any employee of the Company other than you. You
         agree that all actions or proceedings relating to this agreement shall
         be tried and litigated only in the New York State or Federal courts
         located in the County of New York, State of New York. You hereby
         irrevocably submit to the exclusive jurisdiction of such courts for the
         purpose of any such action or proceeding. If any provision of this
         agreement shall be held to be invalid or unenforceable, such invalidity
         or unenforceability shall attach only to such provision and shall not
         affect or render invalid or unenforceable any other provision of this
         agreement, and this agreement shall be construed as if such provision
         had been drawn so as not to be invalid or unenforceable. This letter
         sets forth our entire understanding with respect to the subject matter
         hereof and cannot be changed, waived or terminated except by a writing
         signed by you and the Company. Any waiver by either party of a breach
         of any provision of this
<PAGE>   5
Mr. Steven H. Temares
As of December 1, 1994
Page 5
 
         agreement shall not operate as or be construed to be a waiver of any
         other breach of such provision or of any breach of any other provision
         of this agreement.
 
                  If the foregoing correctly sets forth your understanding of
         our agreement, please so indicate by signing and returning to us a copy
         of this letter.
 
 
                                                  BED BATH & BEYOND INC.
 
 
 
                                                  By:___________________________
                                                       Warren Eisenberg
 
 
 
ACCEPTED AND APPROVED:
 
 
 
 
____________________________________
Mr. Steven H. Temares

 

 

 

 

 

EX-10.1 2 a09-24238_1ex10d1.htm EX-10.1

Exhibit 10.1

 

MODIFICATION LETTER

 

In consideration of your continued employment at Bed Bath & Beyond Inc. and/or its subsidiaries (collectively, “BBB”), and for other good and valuable consideration, the sufficiency of which is acknowledged, this Modification Letter shall evidence your consent to modify your existing non-solicitation and non-competition Agreement with BBB (with such Agreement, as modified by this Modification letter, being hereinafter referred to as the “Agreement”) as follows:

 

1. With respect to those portions of the Agreement regarding non-competition with BBB after your employment at BBB ends, the terms “direct competitor” of BBB, an entity which is “deemed competitive” with BBB, or an entity which is “competitive with the business” of BBB shall be deemed to include:

 

(i)

any retail store which utilizes (or intends to utilize) more than 30% of the selling space of the store for the sale of any combination of: giftware; housewares; linens and domestics; home furnishings; and/or health and beauty care products; and/ or products for infants and young children (including, without limitation, cribs and juvenile furniture, toys and games, infant’s and young children’s clothing, strollers, car seats, carriers, bedding, bath and safety accessories, and feeding and eating accessories); and/or

(ii)

any non-traditional retail format (such as, but not limited to, any on-line, internet, catalog or television format) which allocates (or intends to allocate) more than 30% of such format’s listing space or time slots to the sale of any combination of: giftware; housewares; linens and domestics; home furnishings; and/or health and beauty care products; and/or products for infants and young children (including, without limitation, cribs and juvenile furniture, toys and games, infant’s and young children’s clothing, strollers, car seats, carriers, bedding, bath and safety accessories, and feeding and eating accessories).

 

2. The terms of the Agreement, as modified by this Modification Letter, shall be governed by the laws of the State of New Jersey.

 

Except as set forth in this Modification Letter, the terms and conditions of the Agreement regarding non-competition with BBB shall remain unmodified and in full force and effect. To the extent of a conflict between the terms of this Modification Letter and the terms of your existing Agreement, the terms of this Modification Letter shall govern and control.

 

Accepted and Agreed to

this       day of                           :

 

 

 

 

Signature

 

 

 

Print Name:

 

 

 

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