- Current report filing (8-K)
20 11월 2009 - 6:22AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported)
November 16, 2009
BED
BATH & BEYOND INC.
(
Exact name of registrant as specified in
its charter)
New
York
|
|
0-20214
|
|
11-2250488
|
(State of
incorporation)
|
|
(Commission
|
|
(I.R.S. Employer
|
|
|
File Number)
|
|
Identification
No.)
|
650
Liberty Avenue
Union,
New Jersey 07083
(Address of
principal executive offices) (Zip code)
(908)
688-0888
(Registrants
telephone number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4 (c))
Item 1.01
Entry into a Material
Definitive Agreement.
On
November 16, 2009, Bed Bath & Beyond Inc. (the Company) entered into an
amendment and restatement of its Supplemental Executive Retirement Benefit agreement,
dated January 11, 2006, with Mr. Steven H. Temares, the Companys Chief
Executive Officer (the SERP), and a related escrow agreement (with the
amendment and restatement and the related escrow agreement being hereinafter
collectively referred to as the Amendment).
The
Amendment was entered into principally to address the requirements of Section 409A
of the Internal Revenue Code. Under the
SERP as previously in effect, in the event of a voluntary termination of
employment by Mr. Temares after the twentieth anniversary of Mr. Temares
employment with the Company (June 12, 2012), Mr. Temares would have, in
general, been entitled to receive in each year over a 10-year period an amount
equal to 50% of his annual base salary, payable in accordance with the Companys
normal payroll practices. Under the
Amendment, the Company would instead, six months after Mr. Temares voluntary
termination, pay to Mr. Temares an amount equal to 1/10 of the present value of
the installment payments described above, and pay into escrow 9/10 of such
present value, in each case, net of all taxes required to be withheld as a
result of the payment (including federal and state income taxes and all other
applicable withholdings), with, in general, the amount in escrow being paid to Mr.
Temares in equal installments on the first 9 anniversaries of the payment into
escrow. Consistent with the SERP as
previously in effect, payment of the escrow amount to Mr. Temares would be
subject to acceleration upon Mr. Temares death or a Change of Control of the
Company (as defined in the SERP). Under
a separate agreement, Mr. Temares is subject to a non-competition restrictive
covenant during the period of his employment with the Company and for one year
thereafter. Under the SERP as previously
in effect, if Mr. Temares breaches the restrictive covenant (or engages in
activities after the one-year non-competition period that would have
constituted a breach during the non-competition period), any future payments
during the 10-year installment payment period would have been forfeited. Under the Amendment, in the event of any such
breach (or activities after the one-year non-competition period that would have
constituted a breach during such period), any remaining amount in escrow would
be forfeited by Mr. Temares and repaid to the Company. Any such forfeiture would leave Mr. Temares
in substantially the same position as he was under the SERP as previously in
effect. Because any amount deposited
into escrow under the Amendment would be net of the taxes imposed on the
payment into escrow (including any amounts which may be subsequently forfeited
by Mr. Temares and repaid to the Company), any such forfeiture would likely not
make the Company whole for the taxes previously paid with respect to the
forfeited amounts. Accordingly, under
the Amendment, Mr. Temares has agreed that in the event any amount in escrow is
forfeited, he will use commercially reasonable efforts to obtain a refund of
applicable taxes and remit such refund to the Company and the Company has
agreed to reimburse Mr. Temares, or to pay on his behalf, reasonable legal fees
and expenses incurred in connection with such a refund request.
As
noted above, the Amendment has been drafted to comply with the requirements of Section
409A of the Internal Revenue Code and the regulations and guidance issued
thereunder; however, in light of the complexities and uncertainties surrounding
Section 409A, the Amendment also provides that Mr. Temares will be protected
from any impact resulting from the possible application of Section 409A to the
terms of the SERP such that Mr. Temares will be entitled to a payment that
places him in that same economic position he would have been in under the SERP
prior to the application of Section 409A.
The
foregoing description of the Amendment is a summary only, and is qualified in
its entirety by reference to Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K, which are incorporated herein by reference.
2
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
10.1
Supplemental Executive Retirement Benefit
Agreement between the Company and Steven H. Temares, dated November 16, 2009.
10.2
Escrow Agreement with Respect to
Supplemental Executive Retirement Benefit between the Company and Steven H.
Temares, dated November 16, 2009.
3
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934
,
the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
BED
BATH & BEYOND INC.
|
|
(Registrant)
|
|
|
Date: November 19, 2009
|
By:
|
/s/ Eugene A. Castagna
|
|
|
By: Eugene A. Castagna
Chief Financial Officer
and Treasurer
(Principal Financial and
Accounting Officer)
|
4
N B T Y (NYSE:NTY)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
N B T Y (NYSE:NTY)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024