Exhibit 10.22


 


BED BATH & BEYOND
INC.


650 Liberty Avenue


Union, NJ 07083


 


Mr. Eugene A. Castagna


 


As of March 1, 2000


 


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 Vice President of Finance.


 


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. 
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.


 


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 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.


 

















 


Thus, if you have not violated the non-compete restrictions in
paragraph 4 hereof during a period expiring two years 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 one
(1) year.  This one-year severance
obligation shall also apply if you die or become disabled.  Your severance pay under paragraphs 3(a) and
(c) shall be reduced by any 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) willfully failed to follow
the directions of the Company’s current Co-Chief Executive Officers or the
Board of Directors, (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. 
For purposes of this Paragraph 3(b), your death or disability shall
constitute a termination of your employment by the Company for a reason other
than for “cause”, and, in such event, the Company shall take such steps as may
be necessary or appropriate to make such options immediately exercisable for a
period of at least twelve (12) months following such 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.


 


4.                                      Additional
Provisions.  


 


During your
employment by the Company and for a period of two years 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.


 


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.


650 Liberty
Avenue


Union, NJ  07083


 


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 its
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 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.  This agreement shall be binding on the successors and assigns of
the Company.


 


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:

  	
    /s/ Warren Eisenberg

  	
   

  
	
   

  	
  Warren
  Eisenberg, Co-Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  APPROVED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Eugene A. Castagna

  	
   

  	
   

  
	
  Mr. Eugene
  A. Castagna