A/R EMPLOYMENT AGREEMENT: FEINSTEIN



 




Exhibit 10.19



AMENDED AND RESTATED EMPLOYMENT AGREEMENT



Dated as of April 3, 2002



         The parties to this agreement are Bed Bath & Beyond Inc., a New York
corporation (the “Company”), and Leonard Feinstein (the “Executive”).


         The Company wishes to continue to employ the Executive and to amend and
restate the existing employment agreement, dated as of June 30, 1997, between
the Company and the Executive, which embodies the terms of such employment, and
the Executive wishes to amend and restate such existing employment agreement
and accept such continued employment on such terms.


         Accordingly, the parties agree as follows:


         1.     Positions, Duties and Responsibilities


                  (a) During the Executive’s employment under this agreement, the Executive
shall be employed as the co-chief executive officer with Leonard Feinstein
or chief executive officer of the Company and be responsible for the
general management of the affairs of the Company. It is the intention of
the parties that the Executive be elected to and serve as a member of the
board of directors of the Company. The Executive, in carrying out his
duties under this agreement, shall report to the board of directors of the
Company.



                  (b) Nothing in this agreement shall preclude the Executive from (i)
serving on the boards of directors of a reasonable number of other
corporations or the boards of a reasonable number of trade associations
and/or charitable organizations, (ii) engaging in charitable activities
and community affairs and (iii) managing his personal investments and
affairs, provided that such activities do not materially interfere with
the proper performance of his duties and responsibilities under this
agreement.



         2.     Term of Employment. The Executive’s employment under this agreement shall
continue until the earlier of (a)
June 30, 2007 (as that date may be extended from time to time by mutual
agreement of the parties) (the “Final Date”) or (b) the termination of his
employment in accordance with this agreement.


         3.     Senior Status. Notwithstanding anything to the contrary in sections 1
and 2, at any time during the
Executive’s employment under this agreement and before the Final Date, the
Executive may, at his option, upon 90 days’ written notice given to the
Company, elect to terminate his positions, duties and responsibilities
under section 1, and during the period (the “Senior Status Period”)
commencing 90 days after such written notice is first given and continuing
until the earlier of (a) the tenth anniversary of the termination of his
positions, duties and responsibilities under section 1 or (b) the
termination of the Executive’s employment in accordance with this
agreement, provide consulting (but not line executive) services as an
employee. If the Executive shall not have exercised this option on or
before the 90th day before the Final Date the Executive shall be deemed to
have exercised this option on such date. It is the intention of the
parties that, during the Senior Status Period, the Executive shall
continue to be


 







 




elected to and serve as a member of the board of directors
of the Company. The Executive, in carrying out his duties during the
Senior Status Period, shall report to the Company’s chief executive
officer or, if the Executive so elects, to the board of directors of the
Company. During the Senior Status Period, the Executive shall, at the
request from time to time of the Company’s chief executive officer or
board of directors (whoever the Executive then reports to), make himself
available to the Company, at times that are reasonably convenient for him,
to provide advisory services (it being understood, however, that such
services shall not require the Executive to
travel to a location more than 25 miles from his residence from time to
time or to devote more than fifty (50) hours in any three-month period to
the Company). During the Senior Status Period, the Company shall provide
the Executive an office (at a location specified by the Executive, which
need not be where the Company’s offices are located), secretary, car and
driver, all on a basis comparable to what is currently provided to the
Executive.


         4.     Salary. During his employment under this agreement and prior to the Senior
Status Period, the Executive
shall be entitled to an annual salary (the “Executive Salary”), payable in
accordance with the regular payroll practices of the Company, of $800,000.
During the Senior Status Period, the Executive shall be entitled to an
annual salary (the “Senior Status Salary”), payable in accordance with the
regular payroll practices of the Company, of the greater of (i) $400,000
plus the COLA Adjustment (as defined in section 5(b) below), and (ii)
fifty percent of the Executive Salary immediately prior to the Senior
Status Period. The Company may pay additional compensation to the
Executive, whether in the form of an increase in Executive Salary or
Senior Status Salary (as applicable), bonus or otherwise, if and to the
extent authorized by the board of directors of the Company, in its sole
discretion, from time to time, it being understood that the board of
directors may give consideration to increasing such compensation at
various intervals during the term of this agreement.


         5.     Employee Benefit Programs.


                  (a) Generally. During the Executive’s employment under this agreement,
the Executive shall be entitled to participate in all employee pension and
welfare benefits plans and programs available to the Company’s senior
level executives or to its employees generally, as such plans or programs
may be in effect from time to time, including, without limitation,
pension, profit sharing, savings and other retirement plans or programs,
medical, dental, hospitalization, short-term and long-term disability and
life insurance plans, accidental death and dismemberment protection,
travel accident insurance, and any other pension or retirement plans or
programs and any other employee welfare benefit plans or programs that may
be sponsored by the Company from time to time, including any plans that
supplement the above-listed types of plans or programs, whether funded or
unfunded.



                  (b) Supplemental Pension. 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 tenth 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



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section 7(a))
other than termination by the Company for Cause. The 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.


         6.     Reimbursement of Business and Other Expenses. The Executive is authorized
to incur reasonable
expenses in carrying out his duties and responsibilities under this
agreement, and the Company shall promptly reimburse him for all business
expenses incurred in carrying out the business of the Company, subject to
documentation in accordance with the Company’s policies.


         7.     Termination of Employment


                  (a) In the event the Executive’s employment terminates due to his death,
his estate or his beneficiaries, as the case may be, shall be entitled to
his salary for a period of one year following his death, any amount owing
but not yet paid under section 6 and other or additional benefits owing
but not yet paid in accordance with applicable plans and programs of the
Company.



                  (b) In the event the Executive’s employment terminates due to his
inability substantially to perform his duties and responsibilities under
this agreement for a period of 180 consecutive days, he shall be entitled
to his salary for a period of one year following the date of termination
(less any amounts received under the Company’s benefit plans as a result
of such disability) and any amount owing but not yet paid under section 6.
In no event shall a termination of the Executive’s employment under this
section 7(b) occur, unless the party terminating the Executive’s
employment gives written notice to the other party in accordance with this
agreement.



                  (c)    (i) As used in this agreement, the term “Cause” means (A) the
Executive is convicted of a felony involving moral turpitude or (B)
the Executive is guilty of willful gross neglect or willful gross
misconduct in carrying out his duties under this agreement,
resulting, in either case, in material economic harm to the Company,
unless the Executive believed in good faith that such act or nonact
was in the best interests of the Company.



                           (ii) The Company may terminate the Executive’s employment under this
agreement for Cause.
A termination for Cause shall not take effect, however, unless
the provisions of this paragraph (c)(ii) are complied with. The
Executive shall be given written notice by the board of directors of
the Company of the intention to terminate his employment for Cause,
such notice to state in detail the particular act or acts or failure
or failures to act that constitute the grounds on which the proposed
termination for Cause is based. The Executive shall have 10 days
after the date that such written notice has been given in which to
cure such

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conduct, to the extent a cure is possible. If he fails to
cure such conduct, his employment shall be terminated for Cause.


                           (iii) In the event the Company terminates the Executive’s employment
for Cause, he shall be
entitled to his salary through the date of the termination of his
employment, any amounts
owing but not yet paid under section 6 and other or additional
benefits in accordance with
applicable plans or programs of the Company.



                  (d)    (i) As used in this agreement, the term “Constructive
Termination Without Cause” means a
termination of the Executive’s employment at his initiative
following the occurrence, without the Executive’s prior written
consent, of one or more of the following events (except in
consequence of a prior termination):




		
	 	         (A) a reduction in the Executive’s salary or a material
reduction of any employee benefit or perquisite enjoyed by him
(other than as part of any across-the-board action applicable
to all executive officers of the Company);
	 
	 	         (B) the failure to elect or reelect the Executive to any of
the officer or director positions referred to in section 1(a)
or removal of him from any of such positions;
	 
	 	         (C) a material diminution in the Executive’s duties or the
assignment to the Executive
of duties materially inconsistent with his duties or that
materially impair the Executive’s ability to function, prior
to the Senior Status Period, as the co-chief executive
officer or chief executive officer of the Company;
	 
	 	         (D) the relocation of the Company’s principal office, or the
Executive’s own office
location as assigned to him by the Company, to a location
more than twenty-five (25) miles from Union, New Jersey.



                           (ii) In the event the Company terminates the Executive’s employment
without Cause, other than pursuant to section 7(a) or (b), or in the
event there is a Constructive Termination Without Cause, the
Executive shall be entitled to his salary through the date of
termination of employment, his Executive Salary through the Final
Date and thereafter his Senior Status Salary through the tenth
anniversary of the Final Date (provided that, at the Executive’s
option, exercised by written notice given to the Company, the
Company shall pay him the present value of such salary continuation
payments in a lump sum (using as the discount rate the Applicable
Federal Rate for short-term Treasury obligations as published by the
Internal Revenue Service for the month in which such termination
occurs)), and any amount owing but not yet paid under section 6.



                  (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.



                  (f) In the event of a termination of employment other than pursuant to
section 7(c), the Executive (and his current spouse, to the extent
applicable) shall be entitled to continue to participate at the Company’s
expense in medical, dental, hospitalization and life insurance coverage
and in all other employee plans and programs in which he or his family was
participating on the date of termination of his employment and other or
additional benefits in accordance with applicable plans and programs of
the Company until the earlier of (A) the death of the survivor of the
Executive and his current spouse or (B) the date, or dates, the Executive
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-



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by-benefit, basis). If the Executive is
precluded from continuing his participation in any benefit plan or program
referred to in the immediately preceding sentence, he shall be provided
the after-tax economic equivalent of the benefits provided under the plan
or program in which he is unable to participate. The economic equivalent
of any benefit foregone shall be deemed to be the cost that would be
incurred by the Executive in obtaining such benefit himself on an
individual basis from a provider of insurance coverage acceptable to the
Executive. The payment of such after-tax economic equivalent shall be
made quarterly in advance. In addition, to the extent the Executive (or
his current spouse, if applicable) incurs tax that the Executive would not
have incurred as an active employee as a result of the aforementioned
coverage or the benefits provided thereunder, the Executive (or his
current spouse, if applicable) shall receive from the Company an
additional payment in the amount necessary so that the Executive (or his
current spouse, if applicable) will have no additional cost for receiving
such items or any additional payment.


                  (g) In the event of any termination of employment under this section 7,
the Executive shall be under no obligation to seek other employment and
there shall be no offset against amounts due the Executive under this
agreement on account of any remuneration attributable to any subsequent
employment that he may obtain, except as specifically provided in this
section 7. Except as set forth in this agreement, the Company’s
obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by
any circumstances, including without limitation, set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may
have against the Executive or others.



                  8. Change in Control



                  (a) As used in this agreement, the term “Change in Control” means the
occurrence of any one of the following events:



                           (i) any “person,” as such term is used in sections 3(a)(9) and
13(d) of the Securities Exchange Act of 1934, becomes a “beneficial
owner,” as such term is used in Rule 13d-3 under that act, of 30% or
more of the outstanding common stock of the Company, excluding a
person that is an affiliate (as such term is used under that act) of
the Company on the date of
this agreement, or any affiliate of any such person;



                           (ii) the majority of the board of directors of the Company consists
of individuals other than Incumbent Directors, which term means the
members of the board of directors of the Company on the date of this
agreement; provided that any person becoming a director subsequent
to such date whose election or nomination for election was supported
by two-thirds of the directors who then comprised the Incumbent
Directors shall be considered an Incumbent Director;



                           (iii) the Company adopts any plan of liquidation providing for the
distribution of all or substantially all its assets;



                           (iv) all or substantially all the assets or business of the Company
are disposed of pursuant to a merger, consolidation or other
transaction (unless the shareholders of the Company immediately
prior to such merger, consolidation or other transaction
beneficially own, directly or indirectly, in substantially the same
proportion as they own the common stock of the Company, all the
common stock or other ownership interests of the entity or entities,
if any, that succeed to the business of the Company); or



                           (v) the Company combines with another company and is the surviving
corporation, but, immediately after the combination, the
shareholders of the Company



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immediately prior to the combination
hold, directly or indirectly, 50% or less of the common stock or
other ownership interests of the combined company (there being
excluded from the number of shares held by such shareholders, but
not from the common stock or other ownership interests of the
combined company, any shares other ownership interests received by
affiliates of such other company in exchange for stock of such other
company).


                  (b) Following a Change in Control, the Executive may, at his option, upon
90 days’ written notice given to the Company, terminate his employment
under this agreement and, in lieu of any other amounts otherwise payable
to him under section 7, (i) he will be entitled to receive, in a single
lump sum on or before the 90th day after such written notice is given, an
amount equal to (A) the product of (1) the Executive Salary then in effect
and (2) three, if the written notice is given before the Senior Status
Period, or (B) the product of (1) one half of his Senior Status Salary and
(2) the number of years (including fractions), if any, remaining in the
Senior Status Period on the 90th day after such written notice is given,
if the written notice is given during the Senior Status Period, and (ii)
pursuant to section 7(f), he shall be afforded continued participation in
all medical, dental, hospitalization and life insurance coverage and in
other employee benefit plans or programs in which he was participating on
the date of the termination of his employment.



                  (c) In the event the amount provided to the Executive under section 8(b)
(the “Payment”) is determined to constitute a “parachute payment,” as such
term is defined in section 280G(b)(2) of the Internal Revenue Code of
1986, as amended (the “Code”), notwithstanding anything to the contrary in
this agreement, the Executive shall be entitled to receive an additional
payment (a “Gross-Up Payment”) in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect thereto) and any
excise tax imposed by section 4999 of the Code (and any interest and
penalties imposed with respect thereto) (collectively, “Excise Tax”)
imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payment. The
determination of whether the Payment constitutes a “parachute payment”
and, if so, the amount to be paid to the Executive and the time of payment
pursuant to this section 8(c) shall be made by an independent auditor (the
“Auditor”) jointly selected by the Company and the Executive and paid by
the Company. The Auditor shall be a nationally recognized United States
public accounting firm, which has not, during the two years preceding the
date of its selection, acted in any way on behalf of the Company or any
affiliate of the Company. If the Executive and the Company cannot agree
on the firm to serve as the Auditor, the Executive and Company shall each
select one accounting firm and those two firms shall jointly select the
accounting firm to serve as the Auditor.



         9.     Indemnification


                  (a) The Company agrees that, if the Executive is made a party, or is
threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigation (a “Proceeding”), by
reason of the fact that he is or was a director, officer or employee of
the Company or is or was serving at the request of the Company as a
director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether or not the basis of such
Proceeding is the Executive’s alleged action in an official capacity while
serving as director, officer, member, employee or agent, the Executive
shall be indemnified and held harmless by the Company to the fullest
extent permitted or authorized by the Company’s



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certificate of
incorporation or bylaws or, if greater, by the laws of the state of New
York, against all cost, expense, liability and loss (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive even if he has ceased
to be a director, member, employee or agent of the Company or other entity
and shall inure to the benefit of the Executive’s heirs, executors and
administrators. The Company shall advance to the Executive all reasonable
costs and expenses incurred by him in connection with a Proceeding within
20 days after receipt by the Company of a written request for such
advance. Such request shall include a undertaking by the Executive to
repay the amount of such advance if it shall ultimately be determined that
he is not entitled to be indemnified against such costs and expenses.




                  (b) Neither the failure of the Company (including its board or directors,
independent legal counsel or shareholders) to have made a determination
prior to the commencement of any proceeding concerning payment of amounts
claimed by the Executive under section 9(a) that indemnification of the
Executive is proper because he has met the applicable standard of conduct,
nor a determination by the Company (including its board of directors,
independent legal counsel or shareholders) that the Executive has not met
such applicable standard of conduct, shall create a presumption that the
Executive has not met the applicable standard of conduct.



                  (c) The Company agrees to continue and maintain a director’s and
officers’ liability insurance policy covering the Executive to the extent
the Company provides such coverage for its other executive officers.



         10.     Confidentiality. The Executive shall at all times during the period of his
employment and thereafter
hold in confidence any and all Confidential Information (as defined below)
that may have come or may come into his possession or within his knowledge
concerning the products, services, processes, businesses, suppliers,
customers and clients of the Company or its controlled affiliates. The
Executive agrees that neither he nor any person or enterprise controlled
by him will for any reason directly or indirectly, for himself or any
other person, use or disclose any trade secrets, proprietary or
confidential information, inventions, manufacturing or industrial
processes or procedures, patents, trademarks, trade names, customer lists,
service marks, service names, copyrights, applications for any of the
foregoing or licenses or other rights in respect thereof (collectively,
“Confidential Information”), owned or used by, or licensed to, the Company
or any of its controlled affiliates, provided that the Executive may
disclose Confidential Information that has become generally available to
the public other than as a result of a breach of this agreement by the
Executive or pursuant to an order of a court of competent jurisdiction or
of a governmental agency, department or commission. Upon termination of
his employment under this agreement, the Executive shall promptly
surrender to the Company all documents he believes contain Confidential
Information and that are within his possession or control, other than
documents to which the Executive is or was a party or that relate to the
Executive or the basis, or purported basis, on which his employment was
terminated.


         11.     Noncompetition and Nonsolicitation


                  (a) The Executive agrees that from the date of this agreement and
subsequent to the termination of his employment under this agreement and
continuing for the period (the “Non-Compete Period”) after termination of
employment under section 7 (but not under section 8) in respect of which
salary continuation payments would be required to be made under section
7(d) (regardless of whether
termination of employment occurs pursuant to section 7(d)), neither



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the
Executive nor any person or enterprise controlled by him will become a
shareholder, lender, director, officer, agent or employee of a corporation
or member of or lender to a partnership, engage as a sole proprietor in
any business, act as a consultant to any of the foregoing or otherwise
engage directly or indirectly in any business that is in competition with
the business then conducted by the Company or any of its controlled
affiliates in any state in the United States or any other country in which
the Company or any of its controlled affiliates has engaged in such
business during the Executive’s employment under this agreement; provided,
however, that the foregoing shall not prohibit the Executive from owning
less than two percent of the outstanding securities of any class of
capital stock of a corporation the securities of which are regularly
traded or quoted on a national securities exchange or on an inter-dealer
quotation system.


                  (b) The Executive agrees that, during the Non-Compete Period, neither he
nor any person or enterprise controlled by him will (i) solicit for
employment any person who was employed by the Company or any of its
controlled affiliates at any time within one year prior to the time of the
act of solicitation or (ii) in any way cause, influence or participate in
the solicitation for employment of any such individual by anyone else.



                  (c) The Executive acknowledges that there is no adequate remedy at law for
a breach of this section 11 and that, in the event of such a breach or
attempted breach, the Company shall be entitled to injunctive or other
equitable relief to prevent any such breach, attempted breach or
continuing breach, without prejudice to any other remedies for damages or
otherwise.



         12.     Assignability; Binding Nature. This agreement shall inure to the benefit
of the parties and their
respective successors, heirs (in the case of the Executive) and assigns.
No rights or obligations of the Company under this agreement may be
assigned or transferred by the Company, except pursuant to a merger or
consolidation, or the sale or liquidation of all or substantially all the
assets of the Company, provided that, in the case of such a sale or
liquidation, the assignee or transferee assumes in writing the obligation
to perform this agreement (it being understood, however, that no such
assignment or transfer shall relieve the Company of its liabilities or
obligations under this agreement).


         13.     Amendment or Waiver. This agreement may not be amended or waived, except
by an instrument in writing
signed by the party to be charged.


         14.     Severability. If any provision of this agreement is invalid or
unenforceable, the remaining
provisions of this agreement shall remain in effect.


         15.     Governing Law. This agreement shall be governed by and construed and
interpreted in accordance
with the law of the state of New York as applied to agreements among New
York residents entered into and to be performed entirely within New York.


         16.     Disputes. Except as otherwise expressly provided in this agreement, any
dispute arising under or in
connection with this agreement shall, at the election of the Executive, be
resolved by binding arbitration to be held in New York City in accordance
with the rules of the American Arbitration Association. Judgment upon the
arbitrator’s award may be entered in any court having jurisdiction. Costs
of any arbitration or litigation, including, without limitation,
attorneys’ fees of both parties, shall be borne by the Company and
advanced to the Executive as appropriate from time to time, provided that,
if the arbitrator or judge, as the case may be, determines that the claims
or defenses of the Executive were without any reasonable basis, each party
shall bear his or its own costs.


         17.     Notices. All notices and other communications under this agreement shall
be in writing and may be
given by any of the following methods: (a) personal delivery; (b)
facsimile


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transmission; (c) registered or certified mail, postage prepaid,
return receipt requested; or (d) overnight delivery
service. Notices shall be sent to the appropriate party at its or his
address or facsimile number given below (or at such other address or
facsimile number for that party as specified by notice given under this
section 17):



	 	if to the Company, to it at:




	 	650 Liberty Avenue

Union, New Jersey 07083

Fax: 908-688-8385




	 	if to the Executive, to him at:




	 	[***]



All such notices and communications shall be deemed given and received
upon (a) actual receipt by the addressee, (b) actual delivery to the
appropriate address or (c) in the case of a facsimile transmission, upon
transmission by the sender and issuance by the transmitting machine of a
confirmation slip confirming that the number of pages constituting the
notice have been transmitted without error. In the case of notices sent
by facsimile transmission, the sender shall contemporaneously mail a copy
of the notice to the addressee at the address provided above; however,
such mailing shall in no way alter the time at which the facsimile notice
is deemed given and received.


         18.     Headings. The section headings in this agreement are for convenience
only and shall not affect the
meaning or construction of any provision of this agreement.


         19.     Counterparts. This agreement may be executed in counterparts.


         20.     Entire Agreement. This agreement contains the entire agreement and
understanding of the parties
concerning its subject matter and supersedes all prior agreements and
understandings with respect to that subject matter. Nothing in this
agreement is intended to


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or shall affect the rights or obligations of the
parties under any agreement relating to the maintenance of life insurance
or stock options.



	 	 	 	 	 
	 	 	BED BATH & BEYOND INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ Warren Eisenberg
	 	 	 	 	

	 	 	 	 	Name: Warren Eisenberg

Title: Co-Chief Executive Officer
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	THE EXECUTIVE:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	 	 	/s/ Leonard Feinstein
	 	 	 	 	

	 	 	 	 	Leonard Feinstein



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