Exhibit
10.2


 


 


AGREEMENT
TO TERMINATE SPLIT-DOLLAR AGREEMENTS


 


AGREEMENT
TO TERMINATE SPLIT-DOLLAR AGREEMENTS dated as of the 30th day
of November, 2003, between BED BATH & BEYOND, INC. (the “Employer”),
LEONARD JOSEPH FEINSTEIN, individually, SUSAN FEINSTEIN, individually, and JAY
D. WAXENBERG (the “Trustee”), as Trustee of the LEONARD JOSEPH FEINSTEIN LIFE
INSURANCE TRUST U/A/D May 18, 1993, between LEONARD JOSEPH FEINSTEIN and SUSAN
FEINSTEIN, as Settlors, and JAY D. WAXENBERG, as Trustee (the “1993 Trust”).


 


W I T N E S S E T
H


 


WHEREAS:


 


A.            The parties hereto
entered into a split-dollar life insurance agreement dated June 16, 1995 (the
“1995 SDA”), pursuant to which the Employer agreed to assist the 1993 Trust in
the payment of premiums due on Guardian Life Insurance Company Policy No.
3731898 (the “Guardian Policy”) and New York Life Insurance Company Policy No.
44902629 (the “New York Life Policy”);


 


B.            The parties hereto
entered into a split-dollar life insurance agreement dated May 9, 1994 (the
“1994 SDA”), pursuant to which the Employer agreed to assist the 1993 Trust in
the payment of premiums due on Prudential Life Insurance Company Policy No.
79848711 (the “Prudential Policy”) (the Guardian Policy, the New York Life
Policy and the Prudential Policy shall be collectively referred to herein as
the “Policies”);


 


C.            In consideration of
the Employer’s agreement to assist the 1993 Trust in the payment of premiums
due on the Policies, the 1993 Trust, as sole owner of the Policies, agreed to
assign to the Employer certain specific rights in and to the Policies by a
separate collateral assignment for each Policy (collectively, the “Collateral
Assignments”);


 


D.            Subdivision (b) of
paragraph 5 of the 1995 SDA and subdivision (b) of paragraph 6 of the 1994 SDA provides
that each split-dollar agreement shall terminate with respect to the Policies
upon payment by or on behalf of the 1993 Trust to the Employer of an amount
equal to the “Employer’s Interest in the Policy” (as defined in paragraph 4 of
the 1995 SDA and paragraph 5 of the 1994 SDA, as the case may be); and


 


E.             The Trustee, solely
in his capacity as trustee of the 1993 Trust and not in his individual
capacity, desires to pay to the Employer the “Employer’s Interest in the
Policy” (as defined in the 1995 SDA and the 1994 SDA, as the case may be) with
respect to the Policies and the parties hereto desire to terminate the 1995 SDA
and the 1994 SDA.


 


NOW,
THEREFORE, in consideration of the mutual promises made by
each party to the other, and of the mutual agreements contained herein, the
parties hereto agree as follows:


 


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1.             Recitals.  The above recitals are incorporated herein
by reference as though fully set forth at length.


 


2.             Payment
of Employer’s Interest in the Policies.  The Trustee, solely in his capacity as
trustee of the 1993 Trust and not in his individual capacity, is herewith
delivering (or shall deliver as soon as practicable following the execution of
this Agreement) to the Employer funds representing the Employer’s Interest in
the Policies (as defined in the 1995 SDA and the 1994 SDA, as the case may
be).  The Employer’s Interest in the
Policies subject to the 1995 SDA and the 1994 SDA in the aggregate is
$2,398,679.


 


3.             Termination
of the Split-Dollar Agreements. 
The parties hereto agree that:


(a)  the 1995 SDA is hereby terminated and is of
no further force or effect;


(b)  the 1994 SDA is hereby terminated and is of
no further force or effect;


(c)  the payment by the Trustee to the Employer
of the Employer’s Interest in the Policies (as defined in the 1995 SDA and the
1994 SDA, as the case may be) constitutes full and complete satisfaction of the
Employer’s rights in and to the Policies; and


(d)   as of the date hereof, there are no other
split-dollar life insurance agreements between the parties in effect.


 


4.             Release
of Collateral Assignment. 
The Employer hereby agrees to execute such documents as may be
reasonably required by the Trustee to release the Collateral Assignments.


 


5.             Release.  The parties hereby release and relieve each
other and their respective heirs, executors, administrators, personal
representatives, successors and assigns from any and all obligations and
liabilities under and in connection with the 1995 SDA and the 1994 SDA.


 


6.             Choice of
Law.  This Agreement
shall be governed by the internal law of the State of New Jersey, without
reference to principles of conflict of laws.


 


7.             Benefit.  This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto, and to their respective
successors and assigns.


 


8.             Entire
Agreement.  This
Agreement sets forth the entire understanding of the parties with respect to
the transactions contemplated hereby and supersedes all prior agreements,
arrangements and understandings relating to the subject matter hereof.  This Agreement may be amended only by a
written instrument executed by the parties hereto.


 


9.             Further
Instruments.  The parties
agree that they shall execute and deliver any and all additional writings,
instruments, and other documents contemplated hereby or referenced herein and
shall take such further action as shall be reasonably required in order to
effectuate the terms and conditions of this Agreement.


 


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10.           Headings.  The headings of the sections are for
convenience only and shall not control or affect the meaning or construction or
limit the scope or intent of any of the provisions of this Agreement.


 


11.           Counterparts.  This Agreement may be executed in two or
more counterparts, each of which shall be an original but all of which shall
constitute one and the same instrument.


 


(signatures on following pages)


 


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IN WITNESS WHEREOF, the parties have signed
this agreement as of the day and year first written above.


 


	
  ATTEST:

  	
   

  	
   

  	
  EMPLOYER:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BED BATH & BEYOND, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/Allan N. Rauch

  	
   

  	
  By:

  	
   

  	
  /s/Steven H.
  Temares

  	
   

  
	
   

  	
   

  	
   

  	
  A Duly
  Authorized Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  INSUREDS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/Leonard Joseph
  Feinstein

  	
   

  
	
   

  	
   

  	
   

  	
  LEONARD JOSEPH FEINSTEIN, Individually

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/Susan Feinstein

  	
   

  
	
   

  	
   

  	
   

  	
  SUSAN FEINSTEIN, Individually

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  LEONARD JOSEPH FEINSTEIN LIFE

  INSURANCE TRUST, U/A/D MAY 18, 1993

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/Jay D.
  Waxenberg

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  JAY D. WAXENBERG, as Trustee

  
												



 


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