Exhibit
10.21


 


AGREEMENT 


 


AGREEMENT (“Agreement”)
dated as of the 27th day of February, 2004, between BED BATH & BEYOND, INC.
(the “Employer”) and LEONARD FEINSTEIN, individually (the “Executive”).


 


W I T N E S S E T H


 


WHEREAS:


 


A.                                   The Employer and the Executive are parties to
an Agreement to Terminate Split-Dollar Agreements, dated November 30,
2003, pursuant to which certain split-dollar life insurance agreements and
related collateral assignments which provided for $30 million of life insurance
coverage were terminated (the “Split-Dollar Arrangements”);


 


B.                                     In connection with such termination the
Executive caused the Company to be paid $2,398,679, being the total amount of
premiums paid by the Employer under the Split-Dollar Arrangements.  In addition, in connection with such
termination, the Company was released from its contractual obligation to make
future premium payments.  The payment
and release constitutes a substantial cost saving to the Employer; and


 


C.                                     The Employer wishes to confer a benefit upon
the Executive in substitution for the benefit previously conferred on the
Executive pursuant to the Split-Dollar Arrangements.


 


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:


 


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


 


2.                                       Substitute Benefit Payment .


 


(a)                                  The Employer hereby
irrevocably agrees to pay Two Million Eighty Thousand Dollars ($2,080,000) to
the Executive on the last day of the first full fiscal year of the Employer in
which the total compensation of the Executive will not result in the loss of a
deduction for federal income tax purposes for the Employer pursuant to the
provisions of Section 162(m) of the Internal Revenue Code of 1986, as
amended, or any similar or successor provision (the “Provisions”), provided
that, in the event the Provisions are changed in a manner that would result in
the payments in materially all events being nondeductible then such amount
shall be paid at such time as it would have been paid if such change in law had
not been made.


 


(b)                                 Employer shall be obligated
to make the payment referred to in this Section 2 whether or not the
Executive is then in the employ of the Employer, and if not, regardless of the
reason for termination of the Executive’s employment including, without
limitation, voluntary termination, termination by the Employer for cause, and
death of the Executive.


 


3.                                       Choice of Law.  This Agreement shall be governed by the
internal law of the State of New York, without reference to principles of
conflict of laws, except to the extent preempted by the Employee Retirement
Income Security Act of 1974, as amended.


 


4.                                       Unfunded Arrangement.  The payment to the Executive under this Agreement shall be made
from the general assets of the Employer. 
No person shall have any interest in any such assets by virtue of the
provisions of Section 2.  The
Employer’s obligation under Section 2 shall be an unfunded and unsecured
promise to pay money in the future, and no provision shall at any time be made
with respect to segregating any assets of the Employer for payment of any
benefits due hereunder.  The Executive’s
right to


 

















 


receive
the payment from the Employer pursuant to 
Section 2 shall be no greater than the right of any unsecured
general creditor of the Employer, and the Executive shall not have nor acquire
any legal or equitable right, interest or claim in or to any property or assets
of the Employer.  The Executive shall
not have any power or right to transfer, assign or otherwise encumber any part
or all of the amount payable hereunder, and any attempt to do so shall be null
and void.  The amount payable hereunder
shall not be subject to attachment, garnishment, levy, execution or other legal
or equitable process.


 


5.                                       Entire Agreement.  This Agreement sets forth the entire
understanding of the parties with respect to the transaction 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.


 


6.                                       Miscellaneous.


 


(a)                                  All payments made hereunder shall be subject
to all taxes and withholding required by law.


 


(b)                                 This Agreement shall be binding upon, and
inure to the benefit of, the successors and permitted assigns of the parties
hereto.  This Agreement shall not be
assignable by the Executive, and shall be assignable by the Employer only , to
an acquirer of all or substantially all of the assets of the Employer, provided
such acquirer promptly assumes all of the obligations hereunder in a writing
delivered to the Executive.


 


(c)                                  In the event of the Executive’s death, any
amounts payable hereunder shall be paid to the Executive’s estate.


 


7.                                       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.


 


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


 


 


	
  ATTEST:

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  BED BATH & BEYOND, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven H. Temares

  	
   

  
	
   

  	
   

  	
  Steven H. Temares, President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Leonard Feinstein

  	
   

  
	
   

  	
  LEONARD FEINSTEIN, Individually