Exhibit 10.59


 


 


December 22, 2006


 


Mr. Eugene A. Castagna

[Address 1]


[Address 2]


 


Re:        Amendment to Employment Letter Agreement


 


Dear Eugene:


 


The purpose of this letter is to amend the employment letter agreement
provided to you by BED BATH & BEYOND INC. dated as of March 1, 2000 (the “Agreement”) with the intent of facilitating
compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the applicable regulations
thereunder. We intend that the changes in the time and form of payment of the benefits payable under the Agreement comply with
the transition rule provided under Notice 2005-1, Q&A 19(c), as modified by subsequent proposed regulations under Section 409A
of the Code. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.


 


Effective as of January 1, 2005, the Agreement is hereby amended
as follows:


 


		1.	The second sentence of Section 3(a) of the Agreement is hereby amended to read as follows:



 


“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.”


 


		2.	Section 3(c) of the Agreement is hereby amended in its entirety to read as follows:



 


“If you voluntarily terminate your employment with 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 that the Company shall not have “cause” to terminate
your employment, your salary at the rate in effect immediately prior to your termination of employment for a period of one (1)
year, in normal payroll installments in accordance with the Company’s then payroll practices.”


 


		3.	A new Section 3(d) is hereby added to the Agreement to read as follows:



 






     

     


    

“Notwithstanding anything herein to the contrary, in the event that you are deemed
a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), at the time you become entitled to the payment
of benefits under Section 3(a) or 3(c) above, any payments required to be made within the six (6) month period following your date
of termination of employment with the Company (other than in the case of death or a “disability” as defined in Code
Section 409A(a)(2)(C)(i) or (ii)) shall be delayed and paid in a lump sum on the day immediately following the expiration of such
six (6) month period and the remaining monthly payments shall be paid on the date such payments would have otherwise been paid
without regard to this Section 3(d). For severance pay purposes, termination of employment (other than in the case of death or
“disability” as defined in Code Section 409A(a)(2)(C)(i) or (ii)) must constitute a “separation from service”
within the meaning of the regulations issued under Code Section 409A.”


 


		4.	A new Section 5(d) is hereby added immediately prior to the last sentence of the Agreement to read as follows:



 


“(d) This Agreement (as amended) is intended to comply with the applicable
requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.”


 


The terms of the Agreement (as amended herein) remain in full force and effect subject
to, and in accordance with, the terms specified therein.


 


If you agree with the terms of this letter, kindly indicate your acceptance by signing
your name in the space below.


	 	 	 
	 	 	Sincerely yours,
	 	 	 
	 	 	 
	 	 	 
	 	 	BED BATH & BEYOND INC.
	 	 	 
	Agreed to and Accepted:	 	By: ______________________
	 	 	Steven Temares, CEO
	 	 	 
	___________________________	 	Dated: ____________________
	Eugene A. Castagna