Exhibit 10.1


 





EXECUTION COPY




 





EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”), dated as of April 24, 2020, is made by and between Bed Bath & Beyond Inc., a New York
corporation (the “Company”), and Gustavo Arnal (“Executive”). This Agreement shall govern
the relationship between Executive and the Company from and after the Start Date (as defined in Section 1(e) hereof).


 


WHEREAS, the Company
desires to employ Executive pursuant to the terms and conditions set forth in this Agreement; and


 


WHEREAS, Executive
is willing and able to be employed by the Company and desires to do so on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:


 


1.        
Retention and Duties.


 


(a)       
The Company hereby engages and employs Executive for the Term (as defined in Section 2) on the terms and conditions
expressly set forth in this Agreement. Executive hereby accepts and agrees to such engagement and employment, on the terms and
conditions expressly set forth in this Agreement.


 


(b)      
During the Term, Executive shall serve as Executive Vice President and Chief Financial Officer of the Company, and shall
perform such duties consistent with such position and as may from time to time be assigned to Executive by the Company’s
Chief Executive Officer (“CEO”) or the CEO’s designee. As Executive Vice President and Chief Financial
Officer of the Company, Executive shall report to the CEO or the CEO’s designee. In addition, the CEO may from time to time,
in his or her sole discretion, assign to the Executive such other reasonable duties, authorities and responsibilities that are
not inconsistent with the Executive’s position as Executive Vice President and Chief Financial Officer of the Company, including
without limitation, service as an officer and/or on the boards of directors and committees of one or more of the Company’s
subsidiaries, in each case, without additional compensation.


 


(c)      
Executive shall be located and perform his principal duties hereunder at the Company’s principal headquarters located
in Union, New Jersey. Executive agrees and acknowledges that he will be expected to relocate to the New York metropolitan area
as soon as reasonably practicable following the Start Date, but in no event later than six (6) months following the Start Date.
Notwithstanding the foregoing, Executive agrees and acknowledges that significant travel may be part of the performance of his
services hereunder.


 


(d)       During
the Term, Executive shall devote his entire working time, attention, and energies to the Company and shall not be engaged in
any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage,
without the prior written consent of the Company’s Board of Directors (the “Board”). While Executive
serves as Executive Vice President and Chief Financial Officer of the Company, the foregoing is not intended to restrict
Executive’s ability to serve on the boards of civic or charitable organizations; provided, that the foregoing
activities are not competitive with the business of the Company and do not interfere or conflict with Executive’s
duties and obligations on behalf of the Company or create a potential business or fiduciary conflict of interest. Executive
agrees to use best efforts to perform his duties and responsibilities within, and agrees to abide by, the Company’s
written general employment policies and practices and such other reasonable policies, practices and restrictions as the
Company shall from time to time establish and maintain for its executives, including, without limitation, the Company’s
Corporate Governance Guidelines and Policy of Ethical Standards for Business Conduct.


 






     


     


    

 


(e)       
For purposes of this Agreement, the “Start Date” shall be a date selected by the Company after the date
of this Agreement but in no event later than May 4, 2020. The Company shall provide Executive with no less than ten (10) calendar
days’ advance written notice of the Start Date. For the avoidance of doubt, and notwithstanding anything herein to the contrary,
prior to the date on which the Company makes a public announcement regarding Executive’s appointment as Executive Vice President
and Chief Financial Officer, Executive agrees and acknowledges that he shall treat the existence and terms of this Agreement and
his pending employment with the Company as confidential and shall not disclose or discuss this Agreement with anyone, other than
with his spouse and his legal and/or financial advisors for purposes of seeking professional advice therefrom.


 


2.        
Term. The “Term” shall be the period commencing on the Start Date and ending at the close
of business on the day before the third (3rd) anniversary of the Start Date, unless Executive’s employment with
the Company terminates earlier pursuant to Section 5. The Term shall be extended automatically by successive one (1) year periods
unless either party provides the other party with written notice of an intention to terminate the Agreement at least sixty (60)
days prior to such termination or renewal date. The “Term” shall include any such automatic one (1) year extensions.
The Term may be modified only by a written agreement between the parties and in such case, the term “Term” shall be
deemed to mean the Term as so modified. Notwithstanding anything to the contrary in this Agreement, Executive’s employment
with the Company shall be “at will.”


 


3.        
Compensation and Reimbursement of Expenses.


 


(a)      
Base Salary. During the Term, Executive’s annual base salary (the “Base Salary”) shall
be $775,000.00, payable in accordance with the Company’s regular payroll practices in effect from time to time and subject
to all applicable taxes and withholdings, but no less frequently than in semi-monthly installments. Subject to Section 5(f)(iv)
below, the Base Salary may be increased by the Compensation Committee of the Board (the “Compensation Committee”)
in its sole discretion. The parties acknowledge and agree that a portion of Executive’s Base Salary shall constitute consideration
for Executive’s compliance with the restrictions and covenants set forth in Section 6 of this Agreement.


 


(b)      
Annual Bonus. Beginning with respect to fiscal year 2020 and for each completed fiscal year thereafter during the
Term, Executive shall be eligible to receive an annual cash performance bonus (the “Annual Bonus”), with a
target Annual Bonus opportunity equal to eighty-five percent (85%) of his Base Salary (which will not be prorated for fiscal year
2020). The target Annual Bonus opportunity may be increased by the Compensation Committee in its sole discretion. The Annual Bonus
earned, if any, with respect to a fiscal year will be subject to the performance of Executive and the Company during such year,
relative to performance goals established for such fiscal year by the Compensation Committee, and may, for the avoidance of doubt,
be less than the target Annual Bonus opportunity with respect to such year. The Compensation Committee shall determine the level
of attainment of performance goals and the amount of the Annual Bonus following the end of each fiscal year, and the Company shall
pay the Annual Bonus, to the extent payable in accordance with this Section 3(b), on or before the date that is two and one-half
(21⁄2) months following the end of the fiscal year with respect to which it is earned, provided that Executive’s employment
with the Company has not terminated on or prior to such date (except as otherwise expressly provided in Section 5(c) below).


 






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(c)       
Sign-on RSU Award.


 


(i)       
On the Start Date, as an inducement material to Executive entering into this Agreement and commencing employment with the
Company, the Company shall grant to Executive, and Executive shall receive, a one-time, sign-on award of time-vesting restricted
stock units (“RSUs”) pursuant to, as determined by the Compensation Committee in its sole discretion, (x) the
inducement grant exception to shareholder approval of equity plans set forth in Nasdaq Listing Rule 5635(c)(4), (y) the Company’s
2012 Incentive Compensation Plan, as amended from time to time or any successor plan (the “2012 Plan”), or (z)
the Company’s 2018 Incentive Compensation Plan, as amended from time to time or any successor plan (the “2018 Plan”)
(the “Sign-on RSU Award”). The Sign-on RSU Award will have an aggregate value at grant equal to $775,000.00
and will vest in substantially equal installments on each of the first, second, and third anniversaries of the Start Date, subject
to Executive’s continued employment with the Company from the Start Date through the applicable vesting date (except as otherwise
expressly provided in Sections 5(c)(ii) and 5(c)(iii) below), and subject to the terms and conditions of the applicable equity
award agreement and the 2012 Plan or 2018 Plan, as applicable.


 


(ii)     
The number of RSUs subject to the Sign-on RSU Award will be determined by dividing the grant value set forth above by the
volume-weighted average closing price of a share of the Company’s common stock over the twenty (20) trading day period ending
immediately prior to the Start Date.


 


(d)      
Long-Term Equity Incentive Awards. In spring 2020, at the same time as such awards are granted to other members
of the Company’s senior management team, the Company shall grant Executive a long-term equity incentive award(s) under the
2012 Plan or the 2018 Plan, as determined by the Compensation Committee in its sole discretion (the “2020 Equity Award”).
The 2020 Equity Award will have a target value at grant equal to $1,937,500.00 (which will not be prorated for fiscal year 2020).
The target award value set forth in this Section 3(d) will be reviewed annually for adjustment by the Compensation Committee in
its sole discretion for long-term equity incentive awards to be granted to Executive after fiscal year 2020. The form, vesting
criteria and forfeiture provisions, and other terms and conditions with respect to the 2020 Equity Award and any other future
long-term equity incentive awards to be granted to Executive will be determined by the Compensation Committee in its sole discretion,
and such awards will be subject to the terms and conditions of the 2012 Plan or 2018 Plan and any applicable award agreements
thereunder. The determination of the number of shares subject to the 2020 Equity Award based on the value set forth above and
any other long-term equity incentive awards granted hereunder, and the timing for such grants, will be made in accordance with
the Compensation Committee Procedures for Equity Grants as in effect from time to time.


 


(e)      
Relocation Benefits. In connection with the commencement of Executive’s employment and Executive’s relocation
to the New York metropolitan area, the Company shall provide Executive with the relocation benefits summarized on Exhibit A
hereto.


 


(f)       
Reimbursement of Legal Expenses. The Company shall pay or reimburse Executive for his reasonable out-of-pocket legal
expenses incurred in connection with the negotiation and execution of this Agreement, up to a maximum of $10,000.00. Executive
shall provide the Company with such receipts or invoices as the Company deems reasonably necessary to verify the amount of such
expenses.


 


(g)      
Reimbursement of Business Expenses. Executive is authorized to incur reasonable expenses in carrying out his duties
hereunder and shall, upon receipt by the Company of proper documentation with respect thereto (setting forth the amount, business
purpose and establishing payment) be reimbursed for all such reasonable business expenses incurred during the Term, subject to
the Company’s written expense reimbursement policies and any written pre-approval policies in effect from time to time.


 






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4.        
Employee Benefits.


 


(a)       
Company Employee Benefit Plans. During the Term, Executive shall be provided the opportunity to participate in all
standard employee benefit programs made available by the Company to the Company’s senior executive employees generally,
in accordance with the terms and conditions of such plans, including the eligibility and participation provisions of such plans
and programs, as such plans or programs may be in effect from time to time. The Company reserves the right to amend any employee
benefit plan, policy, program or arrangement from time to time, or to terminate such plan, policy, program or arrangement, consistent
with the terms thereof at any time and for any reason without providing Executive with notice.


 


(b)      
Financial Planning Benefit. During the Term, upon presentation of appropriate documentation, the Company will reimburse
Executive for up to $10,000.00 annually for assistance with tax preparation and financial planning.


 


(c)      
Automobile Allowance. During the Term, the Company will provide Executive with an automobile allowance of $1,000.00
per month on a net after-tax basis, which may be applied toward the cost of leasing or purchasing an automobile, or toward the
cost of a car service or other similar transportation service.


 


(d)      
Vacation and Other Leave. During the Term, Executive shall be entitled to take up to four (4) weeks of paid vacation
time per calendar year, or such greater amount as may be provided pursuant to the Company’s vacation policies in effect
from time to time, provided that such time will not carry over from one year to the next. Such paid vacation time will accrue
on a monthly basis, but Executive may take the paid vacation time with respect to a given calendar year anytime in such calendar
year, prior to or following accrual thereof (to the extent not previously used). Executive shall also be eligible for all other
holiday and leave pay generally available to other executives of the Company. Notwithstanding anything herein to the contrary,
Executive’s paid vacation time for calendar year 2020 shall be prorated based on the Start Date.


 


5.        
Termination of Employment.


 


(a)       
Termination by the Company; Termination Due to Death. Executive’s employment with the Company, and the Term,
may be terminated by the Company immediately upon notice to Executive for an involuntary termination of employment for Cause (as
defined in Section 5(f)(ii)), without Cause or due to Executive’s Disability (as defined in Section 5(f)(iii)). Executive’s
employment with the Company, and the Term, shall automatically terminate upon Executive’s death.


 


(b)      
Termination by Executive. Executive’s employment with the Company, and the Term, may be terminated by Executive
for any reason with no less than thirty (30) calendar days’ advance written notice to the Company.


 


(c)      
Benefits Upon Termination. If Executive’s employment with the Company is terminated during the Term for any
reason by the Company or by Executive, the Company shall have no further obligation to make or provide to Executive, and Executive
shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:


 


(i)        Any
Termination. The Company shall pay Executive (or, in the event of his death, Executive’s estate) any Accrued
Obligations (as defined in Section 5(f)(i)) within the thirty (30) day period (or such earlier period as required by law)
following the date Executive’s employment terminates (the “Separation Date”), and Executive shall
receive any vested accrued benefits for which Executive remains eligible under the Company’s employee welfare benefit
and defined contribution retirement plans, payable according to the terms of such plans.


 






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(ii)      
Death or Disability. If Executive’s employment with the Company ends due to Executive’s death or Disability,
then, in addition to the amounts payable under Section 5(c)(i), subject to Executive’s (or his estate’s or legal representative’s)
timely execution, delivery, and non-revocation of the general release described in Section 5(e) (the “General Release”),
the Sign-on RSU Award will immediately vest in full as of the Separation Date.


 


(iii)     
Non-Renewal by the Company; Without Cause; For Good Reason. If Executive’s employment with the Company ends
as a result of a non-renewal of the Term by the Company (and conditions for a Cause termination do not otherwise exist), an involuntary
termination by the Company without Cause or due to Executive’s resignation for Good Reason, then, in addition to the amounts
payable under Section 5(c)(i), subject to Executive’s timely execution, delivery, and non-revocation of the General Release
and the other conditions and limitations herein, the Company shall pay or provide Executive with the following benefits:


 


(A)        
Cash severance equal to, in the aggregate, one (1) times the sum of (x) Executive’s Base Salary (at the rate in effect
immediately prior to the Separation Date), and (y) Executive’s target Annual Bonus (at the rate in effect with respect to
the fiscal year in which the Separation Date occurs), subject to all applicable taxes and withholdings (collectively, the “Severance
Payment”), payable in substantially equal installments over the twelve (12) months following the Separation Date in
accordance with the Company’s regular payroll payment schedule; provided, that no installment or portion of the Severance
Payment shall be payable or paid prior to the expiration of the applicable revocation period for the General Release; and provided
further, that if the Severance Payment is subject to Section 409A (as defined in Section 5(f)(v)) and the timing of Executive’s
execution and delivery of the General Release could affect the calendar year in which any amount of the Severance Payment is paid
because the Separation Date occurred toward the end of a calendar year, then no portion of the Severance Payment shall be paid
until the Company’s first payroll payment date in the year following the year in which the Separation Date occurs, and any
amount that is not paid prior to such date due to such restriction shall be paid (subject to the applicable conditions) along
with the installment scheduled to be paid on that date;


 


(B)        
Any earned but unpaid Annual Bonus for a performance year ending prior to the year in which the Separation Date occurs,
which will be paid when otherwise payable under Section 3(b), even if Executive’s employment had terminated on or prior to
that date, or, if later, as soon as reasonably practicable following the expiration of the applicable revocation period for the
General Release;


 


(C)        
As of the Separation Date, immediate accelerated vesting of the Sign-on RSU Award;


 


(D)         As
of the Separation Date, (x) full vesting of any time-based 2020 Equity Award (provided, that delivery of any vested shares of
Company stock underlying such award shall occur as soon as practicable following the original vesting date(s)), and (y)
vesting of any performance-based 2020 Equity Award, based on actual performance and prorated based on the number of days in
the applicable performance period during which Executive remained employed by the Company (provided, that delivery of any
vested shares of Company stock underlying such award shall occur following the end of the applicable performance period, at
the same time as the shares with respect to corresponding awards held by other participants would otherwise be delivered);
and






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(E)         
If Executive elects continued health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”),
Executive will only be responsible for paying a portion of the COBRA premium that is equal to Executive’s contribution rate
for Executive’s applicable Medical, Dental, and Vision coverage for the first fifty-two (52) weeks of COBRA.  If Executive
elects COBRA and does not pay the applicable COBRA premium within the time frame stipulated under COBRA, Executive’s coverage
will be cancelled and all costs incurred will be the responsibility of Executive.  Following the aforementioned fifty-two
(52) week period, any continued health coverage pursuant to COBRA shall solely be at Executive’s cost.


 


(d)      
Cooperation Upon Termination. Upon the Executive’s termination of employment for any reason, Executive shall
cooperate as reasonably requested by the Board to effect an orderly transition.


 


(e)       
Release; No Other Severance Benefits.


 


(i)      
This Section 5(e) shall apply notwithstanding anything else in this Agreement to the contrary. As a condition precedent
to any Company obligation pursuant to Section 5(c)(ii) or Section 5(c)(iii) (collectively, the “Severance Benefits”),
Executive (or his estate or legal representative) shall provide the Company with a valid, executed General Release in substantially
the form attached hereto as Exhibit B (as reasonably revised by the Company to comply with applicable law changes or interpretations
or as otherwise necessary to ensure or bolster enforceability or tax effectiveness), and not revoke such General Release prior
to the expiration of any revocation rights afforded under applicable law. The Company shall provide Executive (or his estate or
legal representative) with the General Release prior to the Separation Date, and Executive (or his estate or legal representative)
must deliver the executed General Release to the Company within twenty-one (21) calendar days (or, if greater, the minimum period
required by applicable law) after the Separation Date, failing which Executive (or his estate or legal representative) will forfeit
all rights to the Severance Benefits.


 


(ii)      
Executive agrees that the Severance Benefits shall be in lieu of any other severance benefit or other right or remedy to
which Executive would otherwise be entitled under the Company’s plans, policies or programs in effect on the Start Date
or thereafter; provided, that for the avoidance of doubt, upon a termination of Executive’s employment, except as otherwise
expressly provided herein with respect to the Sign-on RSU Award and the 2020 Equity Award, any equity awards held by him will
be treated in accordance with the terms of the 2012 Plan, the 2018 Plan, or any successor plan thereto, as applicable, and the
award agreements governing such awards. Executive acknowledges and agrees that in the event Executive breaches any provision of
Section 6 or the General Release, and, if curable, fails to cure such breach within thirty (30) calendar days after receiving
notice from the Company identifying such breach, his right to receive the Severance Benefits shall automatically terminate and
Executive shall repay, return and restore any and all Severance Benefits received.


 


(f)       
Certain Defined Terms. As used in this Agreement:


 


(i)        “Accrued
Obligations” means (A) any Base Salary that had accrued but had not been paid (including any amount for accrued and
unused vacation time payable in accordance with Section 4(b) or applicable law) on or before the Separation Date, (B) any
reimbursement due to Executive pursuant to Sections 3 or 4 for expenses incurred by Executive on or before the Separation
Date and (C) any other vested benefits or vested amounts due and owed to Executive under the terms of any plan, program or
arrangement of the Company.


 






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(ii)      
“Cause” means (A) Executive’s indictment for or plea of nolo contendere to a felony or
commission of an act involving moral turpitude; (B) Executive’s commission of fraud, theft, embezzlement, self-dealing,
misappropriation or other malfeasance against the business of the Company, its subsidiaries or affiliates (individually, a “Company
Group Member” and collectively, the “Company Group”); (C) Executive’s indictment for or plea
of nolo contendere to any serious offense that results in or would reasonably be expected to result in material financial
harm, materially negative publicity or other material harm to any Company Group Member; (D) Executive’s failure to perform
any material aspect of his lawful duties or responsibilities for the Company or the Company Group (other than by reason of Disability),
and if curable, fails to cure, in all material aspects, within thirty (30) calendar days after receiving notice from the Company
identifying such failure; (E) Executive’s failure to comply with any lawful written policy of the Company (including, without
limitation, the Company’s Corporate Governance Guidelines or Policy of Ethical Standards for Business Conduct) or reasonable
directive of the CEO, the CEO’s designee, or the Board, and in either case, if curable, fails to cure, in all material aspects,
within thirty (30) calendar days after receiving notice from the Company identifying such failure; (F) Executive’s commission
of acts or omissions constituting gross negligence or gross misconduct in the performance of any aspect of his lawful duties or
responsibilities; (G) Executive’s breach of any fiduciary duty owed to the Company Group; (H) Executive’s violation
or breach of any Restrictive Covenant (as defined in Section 7(a)) or any material term of the Agreement (including, without limitation,
Section 7(b) hereof and the requirement that Executive relocate to the New York metropolitan area within six (6) months following
the Start Date), and, if curable, fails to cure such violation or breach within thirty (30) calendar days after receiving notice
from the Company identifying such violation or breach; or (I) Executive’s commission of any act or omission that damages
or is reasonably likely to damage the financial condition or business of the Company or materially damages or is reasonably likely
to materially damage the reputation, public image, goodwill, assets or prospects of the Company. In addition, Executive’s
employment shall be deemed to have terminated for “Cause” if, on the date Executive’s employment terminates,
facts and circumstances exist that would have justified a termination for Cause, to the extent that such facts and circumstances
are discovered within four (4) months after such termination.


 


(iii)     
“Disability” means a physical or mental impairment that renders Executive unable to perform the essential
functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the
Company, for more than ninety (90) calendar days, whether consecutive or not consecutive, in any consecutive twelve (12) month
period, unless a longer period is required by federal or state law, in which case that longer period would apply.


 


(iv)     “Good
Reason” means, without Executive’s written consent, subject to Section 11(b), (A) a reduction in the Base
Salary, other than a reduction of less than ten percent (10%) in connection with a comparable decrease applicable to all
senior executives of the Company; (B) a requirement by the Company that Executive relocate his primary place of employment
more than thirty-five (35) miles from its location as of the Start Date; (C) a material diminution in Executive’s
duties, authority or responsibilities of employment; or (D) a change in Executive’s reporting line (i.e., Executive is
no longer reporting directly to the CEO and/or President, if a President shall be separately designated) or in
Executive’s title of Chief Financial Officer; provided, in each case, that Executive has given the Company
written notice detailing the specific circumstances alleged to constitute Good Reason within sixty (60) calendar days after
the first occurrence of such circumstances, and the Company shall have thirty (30) calendar days following receipt of such
notice to cure such circumstances in all material respects; provided further, that no termination due to Good Reason
shall occur after the one-hundred twentieth (120th) calendar day following the first occurrence of any grounds for
Good Reason.


 






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(v)     
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the regulations, rules and other guidance promulgated thereunder.


 


(g)      
Officer/Board/Committee Resignations. Upon the termination of Executive’s employment for any reason, Executive
will be deemed to have resigned, without any further action by Executive, from any and all positions (including, but not limited
to, any officer and/or director positions or positions as a fiduciary of any of the Company Group’s employee benefit plans)
that Executive, immediately prior to such termination, (i) held within the Company Group and (ii) held with any other entities
at the direction of, or as a result of Executive’s affiliation with, the Company Group. If, for any reason, this Section
5(g) is deemed to be insufficient to effectuate such resignations, then Executive will, upon the Company’s request, execute
any documents or instruments that the Company may deem necessary or desirable to effectuate such resignations.


 


(h)       
Section 409A.


 


(i)      
It is intended that any amounts payable under this Agreement shall be exempt from and avoid the imputation of any tax,
penalty or interest under Section 409A to the fullest extent permissible under applicable law; provided that if any such amount
is or becomes subject to the requirements of Section 409A, it is intended that those amounts shall comply with such requirements.
This Agreement shall be construed and interpreted consistent with that intent. In furtherance of that intent, if payment or provision
of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit
to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest
commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional
tax. In no event, however, shall the Company be liable for any tax, interest or penalty imposed on Executive under Section 409A
or any damages for failing to comply with Section 409A.


 


(ii)      A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for
the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified
deferred compensation” under Section 409A unless such termination is also a “separation from service”
within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a
 “termination,” “termination of employment” or like terms shall mean “separation from
service.” If Executive is a “specified employee” within the meaning of Treasury Regulation Section
1.409A-1(i) as of the Separation Date, Executive shall not be entitled to any payment or benefit pursuant to this Agreement
that constitutes nonqualified deferred compensation for purposes of Section 409A and that is payable upon a separation from
service (within the meaning of Section 409A) until the earlier of (A) the date which is six (6) months after his separation
from service for any reason other than death, or (B) the date of Executive’s death; provided that this paragraph shall
only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A.
Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s separation from
service that are not so paid by reason of this Section 5(h)(ii) shall be paid (without interest) as soon as practicable (and
in any event within thirty (30) calendar days) after the date that is six (6) months after Executive’s separation from
service (provided that in the event of Executive’s death after such separation from service but prior to payment, then
such payment shall be made as soon as practicable, and in all events within thirty (30) calendar days, after the date of
Executive’s death).


 






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(iii)     
Any reimbursement payment or in-kind benefit due to Executive pursuant to Sections 3 or 4, to the extent that such reimbursements
or in-kind benefits are taxable to him, shall be paid on or before the last day of Executive’s taxable year following the
taxable year in which the related expense was incurred. Executive agrees to provide prompt notice to the Company of any such expenses
(and any other documentation that the Company may reasonably require to substantiate such expenses) in order to facilitate the
Company’s timely reimbursement of the same. Reimbursements and in-kind benefits pursuant to Sections 3 or 4 are not subject
to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall
not affect the amount of such reimbursements or benefits that Executive receives in any other taxable year.


 


(iv)    
For purposes of Section 409A, Executive’s right to receive any installment payments hereunder shall be treated as
a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period
with reference to a number of days (e.g., payment shall be made within thirty (30) calendar days following the Separation Date),
the actual date of payment within the specified period shall be within the sole discretion of the Company.


 


(i)       
Rescission of Offer. Notwithstanding anything herein to the contrary, in the event that, between the date of this
Agreement and the Start Date, the Company rescinds its offer to employ Executive as set forth in this Agreement, other than a
rescission by the Company due to a breach by Executive of this Agreement, the Company will pay Executive $775,000.00 (i.e., an
amount equal to twelve (12) months of Base Salary), subject to all applicable taxes and withholdings (the “Termination
Payment”), which shall payable in a single lump sum within thirty (30) days following the date on which the Company
provides Executive notice of a rescission of the offer as contemplated by this Section 5(i) (the “Rescission Notice”).
Receipt of the Termination Payment shall be subject to Executive’s timely execution, delivery, and non-revocation of the
General Release in accordance with Section 5(e). In the event of a rescission pursuant to this Section 5(i), other than the Termination
Payment, Executive shall have no entitlement to any other payments or benefits hereunder or under any other employee benefit plan,
program or arrangement of the Company. Notwithstanding anything herein to the contrary, the Termination Payment shall be subject
to offset by (or Executive shall repay the Company an amount equal to) any base salary or wages or severance pay paid to Executive
by any future employer, in each case, within the twelve (12) months following receipt of the Rescission Notice.


 


6.        
Restrictive Covenants.


 


(a)      
Non-Disclosure and Non-Use of Confidential Information.


 


(i)       Executive
shall not use or disclose to any individual or natural person, partnership (including a limited liability partnership),
corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization
or governmental authority (each, a “Person”), either during the Term or thereafter, any Confidential
Information (as defined below) of which Executive is or becomes aware, whether or not such information is developed by him,
for any reason or purpose whatsoever, nor shall he make use of any of the Confidential Information for his own purposes or
for the benefit of any Person except for the Company Group, except (A) to the extent that such disclosure or use is directly
related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or (B)
to the extent required to do so by a law or legal process, including a court of competent jurisdiction. Executive shall not
modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in the
Confidential Information of the Company unless permitted in writing by the Company. Executive will, at the sole expense of
the Company, take all reasonable steps to safeguard Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft.


 






    9


     


    

 


(ii)      
For purposes of this Agreement, “Confidential Information” means information that is not generally known
to the public and that is used, developed or obtained by any Company Group Member in connection with its business, including,
but not limited to, information, observations and data obtained by Executive during the Term concerning (A) the business or affairs
of the Company Group (or any predecessor thereof) and (B) products, services, fees, costs, pricing structures, analyses, drawings,
photographs and reports, computer software (including operating systems, applications and program listings), data bases, accounting
and business methods, inventions, devices, new developments, methods and processes (whether patentable or unpatentable and whether
or not reduced to practice), customers and clients and customer and client lists, information on current and prospective independent
sales agents, software vendors or partners and sponsor banks, all technology and trade secrets, and all similar and related information
in whatever form. Notwithstanding the foregoing, “Confidential Information” will not include any information that
has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information
(except where such public disclosure was made by Executive without authorization).


 


(iii)    
For the avoidance of doubt, this Section 6(a) does not prohibit or restrict Executive (or Executive’s attorney) from
responding to any inquiry about this Agreement or its underlying facts and circumstances by the Securities and Exchange Commission,
the Financial Industry Regulatory Authority, or any other self-regulatory organization or governmental entity, or making other
disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive understands and acknowledges
that he does not need the prior authorization of the Company to make any such reports or disclosures and that he is not required
to notify the Company that he has made such reports or disclosures.


 


(iv)    
Under the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret that is (A) made in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected
violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may
disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual:
(x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to
court order. Notwithstanding anything herein to the contrary and for the avoidance of doubt, nothing herein shall preclude the
Company from disclosing the existence and/or terms and conditions of this Agreement, including without limitation, to the extent
required by applicable law (including, without limitation, under applicable securities laws) or by judicial or administrative
process.


 


(b)      
Intellectual Property Rights.


 


(i)        Executive
hereby assigns, transfers and conveys to the Company all of Executive’s right, title and interest in and to all Work
Product (as defined below). Executive agrees that all Work Product belongs in all instances to the Company. Executive will
promptly disclose such Work Product to the Company and perform all actions reasonably requested by the Company (whether
during or after the Term) to establish and confirm the Company’s ownership of such Work Product (including, without
limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and to provide
reasonable assistance to the Company (whether during or after the Term) in connection with the prosecution of any
applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of
interferences relating to any Work Product. Executive recognizes and agrees that the Work Product, to the extent
copyrightable, constitutes works for hire under the copyright laws of the United States.


 






    10


     


    

 


(ii)     
For purposes of this Agreement, “Work Product” means all inventions, innovations, improvements, technical
information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names,
trade dress, logos and all similar or related information (whether patentable or unpatentable) which relates to the actual or
anticipated business, operations, research and development of existing or future products or services of the Company Group and
which are conceived, developed or made by Executive (whether or not during usual business hours and whether or not alone or in
conjunction with any other Person) during the Term together with all patent applications, letters patent, trademark, trade name
and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.
Notwithstanding the foregoing, “Work Product” shall not include the patents and other assets set forth on Exhibit
C hereto. Executive hereby represents and warrants that the patents and other assets owned by Executive set forth on Exhibit
C are not related in any way to the Company Group, except as stated therein.


 


(c)      
Non-Competition. During the Term and for twelve (12) months following the termination of Executive’s employment
for any reason, whether or not Executive is entitled to severance (the “Restricted Period”), Executive shall
not, and shall cause his controlled affiliates not to, directly or indirectly, through or in association with any third party,
engage or be interested in any Competitive Business in the United States as a shareholder, director, officer, employee, agent,
broker, partner, individual proprietor, lender, consultant or in any other capacity (provided, that nothing herein contained
will prevent Executive from owning less than one percent (1%) of any class of equity or debt securities of any publicly traded
company). For purposes of this Agreement, “Competitive Business” means (i) any business or enterprise that
includes the operation of any retail store which utilizes (or intends to utilize) more than thirty percent (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 business or enterprise that includes the
operation of any non-traditional retail format (such as, but not limited to, any online, internet, catalog or television format)
which allocates (or intends to allocate) more than thirty percent (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); and/or (iii) any other material business or enterprise of the
Company Group.


 


(d)       Non-Solicitation
and Non-Interference. During the Restricted Period, Executive shall not, and shall cause his controlled affiliates not
to, directly or indirectly, through or in association with any third party, (i) call on, solicit or service, engage or
contract with or take any action which may interfere with, impair, subvert, disrupt or alter the relationship, contractual or
otherwise, between any Company Group Member and any current or prospective customer, supplier, distributor, developer,
service provider, licensor or licensee, or other material business relation of such Company Group Member, (ii) solicit,
induce, recruit or encourage any employees of or consultants to the Company Group to terminate their relationship with the
Company Group or take away or hire such employees or consultants, (iii) divert or take away the business or patronage (with
respect to products or services of the kind or type developed, produced, marketed, furnished or sold by the Company Group) of
any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company Group or (iv)
attempt to do any of the foregoing, either for Executive’s own purposes or for any other third party.


 






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(e)       
Non-Disparagement. Executive shall not, in any manner, directly or indirectly, make any oral or written statement
to any Person that disparages or places any Company Group Member or any of their respective officers, shareholders, members or
advisors, any member of the Board, or any agents or others with whom the Company has business relationships, in a false or negative
light; provided, however, that Executive shall not be required to make any untruthful statement or to violate any law.


 


7.        
Acknowledgment and Enforcement of Covenants; Representations.


 


(a)      
Acknowledgment. Executive acknowledges that he has become familiar, or will become familiar with, the Company Group
Members’ trade secrets and with other confidential and proprietary information concerning the Company Group Members and
their respective predecessors, successors, customers and suppliers, and that his services are of special, unique and extraordinary
value to the Company. Executive acknowledges and agrees that the Company would not enter into this Agreement, providing for compensation
and other benefits to Executive on the terms and conditions set forth herein, but for Executive’s agreements herein (including
those set forth in Section 6). Furthermore, Executive acknowledges and agrees that the Company will be providing Executive with
additional special knowledge after the Start Date, with such special knowledge to include additional Confidential Information
and trade secrets. Executive agrees that the covenants set forth in Section 6 (collectively, the “Restrictive Covenants”)
are reasonable and necessary to protect the Company Group’s trade secrets and other Confidential Information, proprietary
information, good will, stable workforce and customer relations.


 


(b)      
Representations.


 


(i)      
Without limiting the generality of Executive’s agreement with the provisions of Section 7(a), Executive (A) represents
that he is familiar with and has carefully considered the Restrictive Covenants; (B) represents that he is fully aware of his
obligations hereunder; (C) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of
the Restrictive Covenants; and (D) agrees that the Restrictive Covenants will continue in effect for the applicable periods set
forth above regardless of whether Executive is then entitled to receive severance pay or benefits from the Company. Executive
understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of
the Company Group, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits
as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such
restrictions which, in any event (given his education, skills and ability), Executive does not believe would prevent him from
otherwise earning a living. Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate
to the detriment of Executive.


 


(ii)       Executive
hereby represents and warrants to the Company that: (A) the information that Executive provided to the Company regarding his
background is truthful and accurate; (B) the execution and delivery of this Agreement and the performance by Executive of his
duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default
under, the terms of any other agreement or policy to which Executive is a party or otherwise bound or any judgment, order or
decree to which Executive is subject; (C) Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity that would prevent Executive under the terms of any
other agreement or arrangement from entering into this Agreement or carrying out his duties hereunder, or would give rise to
a violation of such other agreement or arrangement; (D) Executive is not bound by any employment, consulting,
non-competition, confidentiality, trade secret or similar agreement (other than this Agreement) with any other person or
entity that would prevent Executive under the terms of any other agreement or arrangement from entering into this Agreement
or carrying out his duties hereunder, or would give rise to a violation of such other agreement or arrangement; (E) Executive
is not currently and has never been the subject of any allegation or complaint of harassment, discrimination, retaliation, or
sexual or other misconduct in connection with any prior employment or otherwise, and has never been a party to any settlement
agreement or nondisclosure agreement relating to such matters; and (F) Executive understands the Company will rely upon the
accuracy and truth of the representations and warranties of Executive set forth herein and Executive consents to such
reliance.


 






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(c)       
Enforcement. Executive agrees that a breach by Executive of any of the Restrictive Covenants may cause immediate
and irreparable harm to the Company or another Company Group Member that would be difficult or impossible to measure, and that
damages to the Company or the Company Group Member for any such injury may therefore be an inadequate remedy for any such breach.
Therefore, Executive agrees that in the event of any breach or threatened breach of any provision of the Restrictive Covenants,
the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement
at law or otherwise, to seek to obtain from any court of competent jurisdiction specific performance, injunctive relief and/or
other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the Restrictive
Covenants, or require Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments
or other benefits derived from or received as a result of any transactions constituting a breach of the Restrictive Covenants
if and when final judgment of a court of competent jurisdiction is so entered against Executive.


 


(d)     
Severability. If, at the time of enforcement of the Restrictive Covenants, a court or arbitrator holds that the
Restrictive Covenants are unreasonable under the circumstances then existing, the parties agree that the maximum period, scope
or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area determined
to be reasonable under the circumstances by such court or arbitrator, as applicable. Executive covenants and agrees that Executive
shall not assert as a defense to any action seeking enforcement of the Restrictive Covenants (including an action seeking injunctive
relief) that such provisions are not enforceable due to lack of sufficient consideration received by Executive, provided
however that the failure by the Company to pay any amounts when due under Section 5(c), other than due to a good faith dispute
between the parties, that continues for a period of thirty (30) days following written notice and opportunity to cure shall be
an absolute defense to enforcement of the Restrictive Covenants set forth in Sections 6(c) and (d) hereof.


 


(e)      
Tolling. In the event of any violation of the provisions of Section 6, Executive acknowledges and agrees that the
post-termination restrictions contained in Section 6 shall be extended by a period of time equal to the period of such violation,
it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled
during any period of such violation.


 


(f)       
Survival of Provisions. The obligations contained in Sections 6, 7, 9, 10 and 11 hereof shall survive any termination
of Executive’s employment with the Company and shall be fully enforceable thereafter.


 






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8.       
Withholding Taxes/Authorized Deductions. Notwithstanding anything herein to the contrary, the Company may withhold
(or cause to be withheld) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and
local income, social security, employment or other taxes as may be required to be withheld pursuant to any applicable law or regulation,
and make such deductions as may be applicable pursuant to the Company’s policies and employee benefit plans.


 


9.        
Cooperation. During and after the Term, Executive shall cooperate fully with any investigation or inquiry by
the Company, or any governmental or regulatory agency or body concerning the Company or any other member of the Company Group;
provided, that the Company shall reimburse Executive’s reasonable expenses incurred in providing such cooperation
subject to Executive’s delivery of written notice to the Company prior to the time such expenses are incurred.


 


10.     
Clawback. To the extent required by applicable law or regulation, any applicable stock exchange listing standards
or any clawback policy adopted by the Company pursuant to any such law, regulation or stock exchange listing standards, or to
comport with good corporate governance practices, the Annual Bonus and any other incentive compensation granted to Executive (whether
pursuant to this Agreement or otherwise) shall be subject to the provisions of any applicable clawback policies or procedures,
which may provide for forfeiture and/or recoupment of such amounts paid or payable under this Agreement or otherwise, including
the incentive equity awards granted or to be granted to Executive under Section 3(c) of this Agreement or any other incentive
equity awards granted to Executive.


 


11.      
Miscellaneous.


 


(a)       
Insurance. The Company may, at its option and for its benefit, obtain insurance with respect to Executive’s
death, disability or injury. Executive agrees 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)       
Governing Law. 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. Notwithstanding anything herein or otherwise to the contrary,
the Executive agrees and acknowledges that all compensation and benefits provided to the Executive by the Company, whether
under this Agreement or otherwise as an employee of the Company, shall be subject to reduction by the minimum possible amounts
to enable the Company to comply with all requirements of the Coronavirus Aid, Relief, and Economic Security Act and the rules
and regulations adopted thereunder, and/or any similar legislation enacted after the date hereof in connection with the COVID-19
pandemic, and any such reduction shall not be a breach of this Agreement and shall not constitute Good Reason; provided
that such reduction in compensation and benefits affects all similarly situated executives of the Company; and provided
further, however, that such reduction shall automatically terminate (and compensation shall revert to the pre-reduction amounts)
as soon as the legal restriction lapses.


 


(c)       
Consent to Jurisdiction. All actions or proceedings arising out of or 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. The parties hereto
hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding. Notwithstanding
the foregoing, either party may seek injunctive or equitable relief to enforce the terms of this Agreement in any court of competent
jurisdiction.


 


(d)      
Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement.


 






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(e)       
Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced
to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
prohibited or unenforceable under applicable law, such provision, as to such jurisdiction, shall be ineffective without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


(f)       
Entire Agreement; Amendment. This Agreement embodies the entire agreement of the parties hereto respecting the matters
within its scope and supersedes all prior agreements (including, without limitation, any offer letters, term sheets and correspondence
relating thereto), whether written or oral, that directly or indirectly bear upon the subject matter hereof. This Agreement may
not be amended, modified or changed (in whole or in part), except by written agreement executed by both of the parties hereto.


 


(g)      
Offsets. To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, has
the right to set off (or cause to be set off) any amounts otherwise due to Executive from the Company in satisfaction of any repayment
obligation of Executive under this Agreement or otherwise, provided that any such amounts are exempt from, or set off in
a manner intended to comply with, the requirements of Section 409A.


 


(h)       
Waiver. No waiver of any of any provision of this Agreement will constitute or be deemed to constitute a waiver
of any other provision of this Agreement, nor will any such waiver constitute a continuing waiver unless otherwise expressly provided
in a writing executed by the party against whom it is sought to be enforced.


 


(i)       
Successors and Assigns. 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 binding on the successors and assigns of the Company.
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 Executive.


 


(j)       
Notices. 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


Attention: General Counsel and
Corporate Secretary


 


If to Executive, at:


 


Executive’s home address
on file with the Company


 


Either party hereto may change
its or his address for the purpose of this paragraph by written notice similarly given.


 






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(k)       
Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and
agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting,
negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be
construed against either party on the basis of that party being the drafter of such language. Executive agrees and acknowledges
that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel
prior to entering into this Agreement and has had ample opportunity to do so.


 


(l)        
Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one
and the same instrument. Signatures delivered as a “pdf” attachment to an email to the other party shall be sufficient
for all purposes.


 


(m)      
Indemnification. To the maximum extent permitted by law, Executive will be indemnified under the Company’s
Certificate of Incorporation and Bylaws while serving as Executive Vice President and Chief Financial Officer and will be covered
by the Company’s Directors and Officers liability insurance policies in accordance with their terms.


 


[Signatures on Following Page]


 






    16


     


    

 


IN WITNESS WHEREOF,
the Company and Executive have executed this Agreement as of the date first written above.


 


	 	COMPANY
	 	 	 
	 	BED
    BATH & BEYOND INC.
	 	 	 
	 	By:	/s/
    Mark J. Tritton
	 	Name: 	Mark
    J. Tritton
	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 
	 	/s/ Gustavo Arnal
	 	Gustavo Arnal




 





[Signature Page to Employment Agreement]




 






     


     


    

 


EXHIBIT A


 


RELOCATION BENEFITS


 


To assist you with your relocation to the
New York metropolitan area, you will be eligible for relocation assistance (“Relocation Assistance”). 
This Relocation Assistance will be provided for the eligible relocation expenses and housing allowance outlined below.  Relocation
Assistance will be delivered to you in the form of a reimbursement based on original receipts or expense documents submitted, where
applicable, except where a direct bill arrangement has been established.  The Company will also “gross up” for
tax purposes your eligible relocation benefits that are not tax deductible.


 


The items listed below are eligible for
Relocation Assistance:


 


		•	LEASE
CANCELLATION COSTS – The Company will reimburse you for an amount equal to, in the aggregate, up to six (6) months of
the cost of the lease on your primary residence in London, England, for costs that may be incurred by you with respect to (i)
the cancellation of the lease on your primary residence in London, England and/or (ii) the cancellation of your automobile lease.



 


		•	HOME
PURCHASE/SALE CLOSING COSTS - Closing costs related to either the purchase of your new primary residence in the New York metropolitan
area or sale of your existing residence in Cincinnati, Ohio, but not both, in an amount equal to up to 2% of your home purchase/sale
price (i.e., reasonable and customary brokerage and other closing costs; discount points and escrows are not eligible for reimbursement). 
You must submit your settlement statement signed by at least one of the following: closing agent, escrow company, or attorney. 
Please contact the Company if you have any questions regarding closing costs that are included/excluded from reimbursement. 
To be eligible for this reimbursement, your home purchase must be completed within six (6) months from your Start Date.



 


		•	TEMPORARY
HOUSING ALLOWANCE - To assist you during your housing transition from London, England to the New York metropolitan area, on
the first regular payroll payment date of the Company following the Start Date, the Company will pay you an aggregate amount of
$60,000, in a lump sum, for your temporary lodging-related expenses during the six (6) month period immediately following your
Start Date (e.g., lease, parking, utilities, furniture rental).



 


		•	HOUSEHOLD
GOODS - To assist you with the movement of your household goods from your residence in London, England to your new residence
in the New York metropolitan area, the Company will arrange and pay for the full pack and movement of your household goods (some
exclusions apply). 



 


		•	HOME
FINDING TRIPS - To assist you in finding a home in the New York metropolitan area, the Company will provide you, your spouse/partner
and your children living with you at home up to two (2) home finding trips to the New York metropolitan area for up to 3 days/2
nights per trip.  Eligible expenses include airfare, rental car, lodging (if your temporary housing is not suitable), and
meals.  All covered items are subject to the Company’s travel and expense policy.  



 


		•	FINAL
TRIP - To assist you with the transportation expenses associated with your final trip to the New York metropolitan area, the
Company will reimburse you for airfare for yourself, your spouse/partner and children.  All covered items are subject to
the Company’s travel and expense policy.



 






    A-1


     


    

 


		•	TRIPS
HOME DURING TEMPORARY LIVING PERIOD – To assist you with the cost of your roundtrip airfare between London, England
and the New York metropolitan area, with respect to up to one (1) roundtrip per month during the six (6) month period immediately
following your Start Date, the Company will reimburse you for eligible related expenses for you and your spouse/partner (e.g.,
airfare, baggage fees, airport parking, transportation to and from the airport).  All covered items are subject to the Company’s
travel and expense policy.    



 


		•	MISCELLANEOUS
- In addition to the assistance outlined above, the Company will reimburse your expenses for a new driver’s license, auto
registration, utility hookups and/or utility disconnection expenses or forfeited utility deposits up to a total of $2,500.



 


For expenses that are not direct billed
to the Company, please submit all eligible relocation related expenses, with receipts, to Paul Dombek for processing no later than
thirty (30) days after each applicable relocation expense is incurred.  Such amounts shall be reimbursed within thirty (30)
days after receipt of expenses and related documentation by the Company.


 


If you voluntarily resign your employment
without Good Reason or if you are involuntarily terminated by the Company for Cause (i) prior to the first (1st) anniversary
of the Start Date, you agree to repay the full gross amount (including any tax gross-up) of all payments, benefits and expense
reimbursements paid by the Company pursuant to this Exhibit A, or (ii) on or after the first (1st) anniversary
of the Start Date but prior to the second (2nd) anniversary of the Start Date, you agree to repay fifty percent (50%)
of the full gross amount (including any tax gross-up) of all payments, benefits and expense reimbursements paid by the Company
pursuant to this Exhibit A. To the extent permitted by applicable law, you hereby expressly agree and authorize the Company
to deduct any amounts owed to the Company pursuant to this Exhibit A from your final paycheck and any other amounts that
the Company might otherwise pay upon termination.


 






    A-2


     


    

 


EXHIBIT B


 


FORM OF AGREEMENT AND GENERAL RELEASE


 


THIS AGREEMENT AND
GENERAL RELEASE (the “Agreement and General Release”) is made and entered into on _____________, 20__ by and
between Gustavo Arnal (“Executive”) and Bed Bath & Beyond Inc., a New York corporation (the “Company”).


 


WHEREAS, Executive
has been employed by the Company and the parties wish to resolve all outstanding claims and disputes between them relating to such
employment;


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and agreements set forth in this Agreement and General Release, the sufficiency
of which the parties acknowledge, it is agreed as follows:


 


		1.	In consideration for Executive’s promises, covenants and agreements in this Agreement and
General Release, the Company agrees to provide the Severance Benefits set forth in Section [5(c)(ii) / 5(c)(iii)] of that certain
employment agreement between Executive and the Company, dated as of April 24, 2020 (the “Employment Agreement”),
in accordance with the terms and subject to the conditions of such Employment Agreement. Executive would not otherwise be entitled
to such payments but for his promises, covenants and agreements in this Agreement and General Release.



 


		2.	The parties agree that the payments described in Section 1 of this Agreement and General Release
are in full, final and complete settlement of all Claims (as defined below) Executive, and Executive’s heirs, beneficiaries,
personal representatives, executors, administrators, successors and assigns (collectively, the “Releasors”)
may have against the Company, its past and present affiliates, parents, subsidiaries, divisions, joint ventures and/or partnerships,
their predecessors, successors and assigns, and all of their past and present respective officers, directors, owners, shareholders,
members, managers, supervisors, employees, agents, advisors, consultants, insurers, attorneys, representatives, and employee benefit
or pension plans or funds (and the trustees, administrators, fiduciaries and insurers of such programs) as well as any predecessors,
successors and/or assigns of each of the foregoing (collectively, the “Releasees”), arising out of or in any
way connected with Executive’s employment with the Company or any of its affiliates or the termination of such employment.
Executive understands and acknowledges that except for the Accrued Obligations (as defined in the Employment Agreement) and except
as otherwise specifically provided under this Agreement and General Release, Executive is entitled to no payments or any other
benefits from Company. Executive acknowledges that Executive has received all wages for work performed, overtime compensation,
bonuses, commissions, vacation pay and all other benefits and compensation due to Executive by virtue of Executive’s employment
with and termination of employment with the Company up through the effective date of this Agreement and General Release.



 


		3.	Nothing in this Agreement and General Release shall be construed as an admission of liability by
the Company or any other Releasee, and the Company specifically disclaims liability to or wrongful treatment of Executive on the
part of itself and all other Releasees. Executive expressly acknowledges and agrees that Executive has not asserted and does not
have, the basis for asserting any claim, the factual foundation of which involves sexual harassment or sexual abuse, against the
Company, and as such no portion of the consideration paid to Executive as part of this Agreement and General Release is attributable
to any such claims; thus, Executive acknowledges and agrees that this Agreement and General
Release does not constitute the settlement of a sexual harassment or sexual abuse claim.



 






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		4.	Executive hereby represents and warrants to Company that (a) Executive has not filed, caused or
permitted to be filed any pending proceeding (nor has Executive lodged a complaint with any governmental or quasi-governmental
authority) against Company, nor has Executive agreed to do any of the foregoing, (b) Executive has not assigned, transferred, sold,
encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or
Claim against Company which has been released in this Agreement and General Release, and (c) Executive has not directly or indirectly
encouraged or assisted any third party in filing, causing or assisting to be filed, any Claim against Company. In addition, Executive
hereby represents and warrants to Company that Executive shall not encourage or solicit or voluntarily assist or participate in
any way in the filing, reporting or prosecution by Executive or any third party of a proceeding or Claim against Company based
upon or relating to any Claim released by Executive in this Agreement and General Release, unless expressly allowed by Section
7. If any court has or assumes jurisdiction of any action against the Company or any of its affiliates on behalf of Executive,
Executive will request that court to withdraw from or dismiss the matter with prejudice.



 


		5.	Executive represents that he has not filed any complaints or charges against the Company or any
of its affiliates with the Equal Employment Opportunity Commission (“EEOC”), or with any other federal, state
or local agency or court, and covenants that he will not seek to recover on any claim released in this Agreement and General Release.
Executive further represents that he has reported to the Company in writing any and all work-related injuries that he has suffered
or sustained during his employment with the Company or its affiliates.



 


		6.	Executive, on his behalf and on behalf of each of the Releasors, hereby covenants not to sue, and
fully and forever releases and discharges the Company and all other Releasees from any and all legally waivable Claims which Executive
may have against any of the Releasees, arising on or prior to the date hereof, including those of which Executive is not aware
and those not mentioned in this Agreement and General Release up to the effective date of this Agreement and General Release. “Claims”
means any and all actions, controversies, demands, causes of action, suits, rights, and/or claims whatsoever for debts, sums of
money, wages, salary, severance pay, vacation pay, sick pay, fees and costs, attorneys’ fees, losses, penalties, damages,
including damages for pain and suffering and emotional harm, arising, directly or indirectly, out of Executive’s employment
with the Company, the terms and conditions of such employment, the termination of such employment and/or any of the events relating
directly or indirectly to or surrounding the termination of that employment, including, but not limited to, Claims arising directly,
or indirectly, from any promise, agreement, offer letter, contract, understanding, common law, tort, the laws, statutes, and/or
regulations of the State of New Jersey, or any other state, and the United States, including, but not limited to, federal, state
and local wage and hour laws, federal, state and local whistleblower laws, federal, state and local fair employment laws, federal,
state and local anti-discrimination laws, federal, state and local labor laws, Section 1981 of the Civil Rights Act of 1866, Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with Disabilities Act, the
Employment Retirement Income Security Act of 1974 (“ERISA”), the Vietnam Era Veterans Readjustment Assistance
Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act (“ADEA”),
as amended by the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act of 1988, the Occupational
Safety and Health Act, the Sarbanes-Oxley Act of 2002, the Family and Medical Leave Act, the Genetic Information Nondiscrimination
Act of 2008, the New Jersey Law Against Discrimination, the New Jersey
Family Leave Act, the New Jersey Civil Rights Act, the New Jersey Wage Payment Law, the New Jersey Conscientious Employee Protection
Act, the New Jersey Millville Dallas Airmotive Plant Loss Job Notification Act, the New Jersey Paid Sick Leave Act, the New Jersey
Equal Pay Act, and the New Jersey Workers’ Compensation Anti-Retaliation Law, as each has been or may be amended from time
to time, and Claims premised on any other legal theory, whether arising directly or indirectly from any act or omission, whether
intentional or unintentional. Executive acknowledges that he is releasing claims based on age, race, color, sex, sexual orientation
or preference, marital status, religion, national origin, citizenship, veteran status, disability and other legally protected categories.
This provision is intended to constitute a general release of all of each Releasor’s presently existing covered claims against
the Releasees, to the maximum extent permitted by law.



 






    B-2


     


    

 


		7.	Nothing in this Agreement and General Release shall be construed to: (a) waive any rights or claims
of Executive that arise after Executive signs this Agreement and General Release; (b) waive any rights or claims of Executive to
enforce the terms of this Agreement and General Release; (c) waive any claim for worker’s compensation or unemployment benefits;
(d) waive any rights or claims for the provision of accrued benefits conferred to Executive or his beneficiaries under the terms
of the Company’s medical, dental, life insurance or defined contribution retirement benefit plans; (e) waive or affect any
claim that cannot be released by an agreement voluntarily entered into between private parties; (f) limit Executive’s ability
to file a charge or complaint with the EEOC, the National Labor Relations Board, the Occupational Safety and Health Administration,
the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government
Agencies”); (g) limit Executive’s ability to communicate with any Government Agencies or otherwise participate
in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information,
without notice to the Company; (h) release claims challenging the validity of this Agreement under the ADEA; (i) disclose any allegations
relating to a claim under the New Jersey Law against Discrimination; (j) release the Releasees or any of them from any claim that
by law cannot be waived or released; (k) release any existing rights that Executive may have to indemnification pursuant to the
Company’s or an affiliate’s governing documents and/or any directors’ and officers’ insurance policy of
the Company for acts committed during the course of Executive’s employment; or (l) waive any rights of Executive with respect
to vested equity held by him in the Company. Executive expressly waives and agrees to waive any right to recover monetary damages
for personal injuries in any charge, complaint or lawsuit filed by Executive or anyone else on behalf of Executive for any released
claims. This Agreement and General Release does not limit Executive’s right to receive an award for information provided
to any Government Agencies.



 


		8.	Executive acknowledges that (a) he has been given at least twenty-one (21)1
calendar days to consider this Agreement and General Release and that modifications hereof which are mutually agreed upon by the
parties hereto, whether material or immaterial, do not restart the twenty-one (21) day period; (b) he has been advised to, and
has had the opportunity to, consult Executive’s independent counsel with respect to this Agreement and General Release; (c)
he has seven (7) calendar days from the date he executes this Agreement and General Release in which to revoke it; (d) he executes
this Agreement and General Release freely and voluntarily and that he understands the significance of this Agreement and General
Release; and (e) this Agreement and General Release will not be effective or enforceable, nor the Severance Benefits paid, unless
the seven-day revocation period ends without revocation by Executive. Revocation can be made by delivery and receipt of a written
notice of revocation to Bed Bath & Beyond, 650 Liberty Avenue, Union, NJ 07083, Attention: [INSERT NAME/TITLE],
by midnight on or before the seventh calendar day after Executive signs this Agreement and General Release.



 





 






1
To be extended to 45 days in the event of a group termination under the ADEA.




 






    B-3


     


    

 


		9.	This Agreement and General Release shall be binding on the Company and Executive and upon their
respective heirs, representatives, successors and assigns, and shall run to the benefit of the Releasees and each of them and to
their respective heirs, representatives, successors and assigns.



 


		10.	This Agreement and General Release (and, to the extent explicitly provided herein, the Employment
Agreement) sets forth the entire agreement between Executive and the Company, and fully supersede any and all prior agreements
or understandings among them regarding its subject matter; provided, however, that nothing in this Agreement and General Release
is intended to or shall be construed to limit, impair or terminate any obligation of Executive pursuant to any non-competition,
non-solicitation, confidentiality or intellectual property agreements that have been signed by Executive where such agreements
by their terms continue after Executive’s employment with the Company terminates (including, but not limited to, the Restrictive
Covenants in the Employment Agreement). This Agreement and General Release may only be modified by written agreement signed by
both parties.



 


		11.	The Company and Executive agree that in the event any provision of this Agreement and General Release
is deemed to be invalid or unenforceable by any court or administrative agency of competent jurisdiction, or in the event that
any provision cannot be modified so as to be valid and enforceable, then that provision shall be deemed severed from the Agreement
and General Release and the remainder of the Agreement and General Release shall remain in full force and effect.



 


		12.	This Agreement and General Release 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.



 


		13.	All actions or proceedings arising out of or relating to this Agreement and General Release 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. The parties
hereto hereby irrevocably submit to the exclusive jurisdiction of such courts for the purpose of any such action or proceeding.
Notwithstanding the foregoing, either party may seek injunctive or equitable relief to enforce the terms of this Agreement and
General Release in any court of competent jurisdiction.



 


		14.	Each of the parties hereto hereby irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement and General Release.



 


		15.	The language of all parts of this Agreement and General Release in all cases shall be construed
as a whole, according to its fair meaning, and not strictly for or against any of the parties.



 


[Signature Page Follows]


 






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	PLEASE
    READ CAREFULLY. THIS
 AGREEMENT AND GENERAL RELEASE INCLUDES A
 RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
	 	 
	 	COMPANY
	 	 
	 	Bed
    Bath & Beyond Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	
	 	Gustavo
    Arnal
	 	 
	 	Date:	                   




 






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EXHIBIT C


 


EXCLUDED WORK PRODUCT


 


	 x	 	I
    have no inventions.
	 	 	 
	 	 	The
    following is a complete list of all Work Product relative to the subject matter of my employment with the Company that have
    been created by me, alone or jointly with others, prior to the Start Date, which might relate to the Company Group’s
    present business:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Additional
    sheets attached.




 


	Executive Signature:	/s/ Gustavo Arnal	 	Date:	April 24, 2020




 






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