BED BATH & BEYOND INC
EXHIBIT 10.18
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>y61131exv10w18.htm
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
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<TITLE>A/R EMPLOYMENT AGREEMENT: EISENBERG</TITLE>
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<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.18</B>
</FONT>

<P align="center"><FONT size="2">AMENDED AND RESTATED EMPLOYMENT AGREEMENT
</FONT>

<P align="center"><FONT size="2">Dated as of April&nbsp;3, 2002
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The parties to this agreement are Bed Bath &#038; Beyond Inc., a New
York corporation (the
&#147;Company&#148;), and Warren Eisenberg (the &#147;Executive&#148;).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company wishes to continue to employ the Executive and to
amend and restate the
existing employment agreement, dated as of June&nbsp;30, 1997, between the
Company and the Executive,
which embodies the terms of such employment, and the Executive wishes to
amend and restate such
existing employment agreement and accept such continued employment on such
terms.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly, the parties agree as follows:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Positions, Duties and Responsibilities
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;During the Executive&#146;s employment under this agreement, the
Executive shall be employed as the co-chief executive officer
with Leonard Feinstein or chief executive officer of the Company
and be responsible for the general management of the affairs of
the Company. It is the intention of the parties that the
Executive be elected to and serve as a member of the board of
directors of the Company. The Executive, in carrying out his
duties under this agreement, shall report to the board of
directors of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Nothing in this agreement shall preclude the Executive from
(i)&nbsp;serving on the boards of directors of a reasonable number of
other corporations or the boards of a reasonable number of trade
associations and/or charitable organizations, (ii)&nbsp;engaging in
charitable activities and community affairs and (iii)&nbsp;managing
his personal investments and affairs, provided that such
activities do not materially interfere with the proper
performance of his duties and responsibilities under this
agreement.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Term of Employment. The Executive&#146;s employment under this agreement
shall continue until the earlier of (a)&nbsp;June&nbsp;30, 2007 (as that date
may be extended from time to time by mutual agreement of the parties)
(the &#147;Final Date&#148;) or (b)&nbsp;the termination of his employment in
accordance with this agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Status. Notwithstanding anything to the contrary in sections
1 and 2, at any time during the Executive&#146;s employment under this
agreement and before the Final Date, the Executive may, at his option,
upon 90&nbsp;days&#146; written notice given to the Company, elect to terminate
his positions, duties and responsibilities under section 1, and during
the period (the &#147;Senior Status Period&#148;) commencing 90&nbsp;days after such
written notice is first given and continuing until the earlier of (a)
the tenth anniversary of the termination of his positions, duties and
responsibilities under section 1 or (b)&nbsp;the termination of the
Executive&#146;s employment in accordance with this agreement, provide
consulting (but not line executive) services as an employee. If the
Executive shall not have exercised this option on or before the 90th
day before the Final Date the Executive shall be deemed to have
exercised this option on such date. It is the intention of the
parties that, during the Senior Status Period, the Executive shall
continue to be elected to and serve as a member of the board of
directors of the Company. The Executive, in carrying out his duties
during the Senior Status Period, shall report to the Company&#146;s chief
executive officer or, if the Executive so elects, to the board of
directors of the Company. During the
</FONT>
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<P><FONT size="2">Senior Status Period, the
Executive shall, at the request from time to time of the Company&#146;s
chief executive officer or board of directors (whoever the Executive
then reports to), make
himself available to the Company, at times that are reasonably
convenient for him, to provide advisory services (it being
understood, however, that such services shall not require the
Executive to travel to a location more than 25 miles from his
residence from time to time or to devote more than fifty (50)
hours in any three-month period to the Company). During the
Senior Status Period, the Company shall provide the Executive an
office (at a location specified by the Executive, which need not
be where the Company&#146;s offices are located), secretary, car and
driver, all on a basis comparable to what is currently provided
to the Executive.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Salary. During his employment under this agreement and prior to the
Senior Status Period, the Executive shall be entitled to an annual
salary (the &#147;Executive Salary&#148;), payable in accordance with the
regular payroll practices of the Company, of $800,000. During the
Senior Status Period, the Executive shall be entitled to an annual
salary (the &#147;Senior Status Salary&#148;), payable in accordance with the
regular payroll practices of the Company, of the greater of (i)
$400,000 plus the COLA Adjustment (as defined in section 5(b) below),
and (ii)&nbsp;fifty percent of the Executive Salary immediately prior to
the Senior Status Period. The Company may pay additional compensation
to the Executive, whether in the form of an increase in Executive
Salary or Senior Status Salary (as applicable), bonus or otherwise, if
and to the extent authorized by the board of directors of the Company,
in its sole discretion, from time to time, it being understood that
the board of directors may give consideration to increasing such
compensation at various intervals during the term of this agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee Benefit Programs.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Generally. During the Executive&#146;s employment under this
agreement, the Executive shall be entitled to participate in all
employee pension and welfare benefits plans and programs
available to the Company&#146;s senior level executives or to its
employees generally, as such plans or programs may be in effect
from time to time, including, without limitation, pension, profit
sharing, savings and other retirement plans or programs, medical,
dental, hospitalization, short-term and long-term disability and
life insurance plans, accidental death and dismemberment
protection, travel accident insurance, and any other pension or
retirement plans or programs and any other employee welfare
benefit plans or programs that may be sponsored by the Company
from time to time, including any plans that supplement the
above-listed types of plans or programs, whether funded or
unfunded.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Supplemental Pension. In addition, the Executive shall be
entitled to payments in the nature of supplemental pension
payments at the rate of $200,000 (or such higher amount resulting
from the annual COLA Adjustment described below) per year,
payable in accordance with the regular payroll practices of the
Company, for the period following the termination of his
employment until the death of the survivor of the Executive and
his current spouse, such payments, however, to begin only
following the later of: (i)&nbsp;the termination of any salary
payments (including, without limitation, any salary continuation
payments contemplated under section 7(d)(ii), if applicable); and
(ii)&nbsp;the tenth anniversary of the Final Date if the Executive
receives a lump sum payment pursuant to section 7(d)(ii) or
section 8(b). Such supplemental pension payments shall be
payable upon the termination of the Executive&#146;s employment under
all circumstances (including, but not limited to, a termination
pursuant to section 7(a)) other than termination by the Company
for Cause. The amount of such supplemental pension payments
shall be increased (the &#147;COLA Adjustment&#148;) during each year the
supplemental pension payments are payable by an amount which
reflects any increase in the
</FONT>

<P align="center"><FONT size="2">2</FONT>

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<P><FONT size="2">cost of living on the immediately
preceding June&nbsp;30th over the cost of living on June&nbsp;30, 2000,
using as a basis for such increase the Consumer Price Index for
all Urban Consumers (CPI-U) for New York, Northern New
Jersey-Long Island, as published by the U.S. Department of Labor
(the &#147;Index&#148;) or, in the event such Index is no longer published,
such other index as is determined in good faith to be comparable
by the board of directors of the Company. The COLA Adjustment
shall be made each July 1st and shall remain applicable until the
next June&nbsp;30th. The Executive acknowledges that the Company&#146;s
obligation under section 5(b) is an unfunded, unsecured promise
to pay certain amounts to the Executive in the future. The
amounts payable under section 5(b) shall be paid out of the
Company&#146;s general assets and shall be subject to the risk of the
Company&#146;s creditors. In no event shall the Executive&#146;s rights
under section 5(b) be greater than the right of any unsecured
general creditor of the Company.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reimbursement of Business and Other Expenses. The Executive is
authorized to incur reasonable expenses in carrying out his duties and
responsibilities under this agreement, and the Company shall promptly
reimburse him for all business expenses incurred in carrying out the
business of the Company, subject to documentation in accordance with
the Company&#146;s policies.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Termination of Employment
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In the event the Executive&#146;s employment terminates due to
his death, his estate or his beneficiaries, as the case may be,
shall be entitled to his salary for a period of one year
following his death, any amount owing but not yet paid under
section 6 and other or additional benefits owing but not yet paid
in accordance with applicable plans and programs of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the event the Executive&#146;s employment terminates due to
his inability substantially to perform his duties and
responsibilities under this agreement for a period of 180
consecutive days, he shall be entitled to his salary for a period
of one year following the date of termination (less any amounts
received under the Company&#146;s benefit plans as a result of such
disability) and any amount owing but not yet paid under section
6. In no event shall a termination of the Executive&#146;s employment
under this section 7(b) occur, unless the party terminating the
Executive&#146;s employment gives written notice to the other party in
accordance with this agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;As used in this agreement, the term &#147;Cause&#148;
means (A)&nbsp;the Executive is convicted of a felony involving
moral turpitude or (B)&nbsp;the Executive is guilty of willful
gross neglect or willful gross misconduct in carrying out
his duties under this agreement, resulting, in either case,
in material economic harm to the Company, unless the
Executive believed in good faith that such act or nonact was
in the best interests of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;The Company may terminate the Executive&#146;s employment
under this agreement for Cause. A termination for Cause
shall not take effect, however, unless the provisions of
this paragraph (c)(ii) are complied with. The Executive
shall be given written notice by the board of directors of
the Company of the intention to terminate his employment
for Cause, such notice to state in detail the particular
act or acts or failure or failures to act that constitute
the grounds on which the proposed termination for Cause is
based. The Executive shall have 10&nbsp;days after the date
that such written notice has been given in which to cure
such conduct, to the extent a cure is possible. If he
fails to cure such conduct, his employment shall be
terminated for Cause.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;In the event the Company terminates the Executive&#146;s
employment for Cause, he shall be entitled to his salary
through the date of the termination of his
</FONT>

<P align="center"><FONT size="2">3</FONT>

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<P><FONT size="2">employment, any
amounts owing but not yet paid under section 6 and other
or additional benefits in accordance with applicable plans
or programs of the Company.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;As used in this agreement, the term
&#147;Constructive Termination Without
Cause&#148; means a termination of the Executive&#146;s employment
at his initiative following the occurrence, without the
Executive&#146;s prior written consent, of one or more of the
following events (except in consequence of a prior
termination):
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="9%"></TD>
        <TD width="91%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;a reduction in the Executive&#146;s salary or a
material reduction of any employee benefit or
perquisite enjoyed by him (other than as part of any
across-the-board action applicable to all executive
officers of the Company);</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;the failure to elect or reelect the Executive to
any of the officer or director positions
referred to in section 1(a) or removal of him from
any of such positions;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;a material diminution in the Executive&#146;s duties
or the assignment to the Executive of duties
materially inconsistent with his duties or that
materially impair the Executive&#146;s ability to
function, prior to the Senior Status Period, as the
co-chief executive officer or chief executive
officer of the Company;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;the relocation of the Company&#146;s principal
office, or the Executive&#146;s own office location as
assigned to him by the Company, to a location more
than twenty-five (25)&nbsp;miles from Union, New Jersey.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;In the event the Company terminates the Executive&#146;s
employment without Cause, other than pursuant to section
7(a) or (b), or in the event there is a Constructive
Termination Without Cause, the Executive shall be entitled
to his salary through the date of termination of
employment, his Executive Salary through the Final Date
and thereafter his Senior Status Salary through the tenth
anniversary of the Final Date (provided that, at the
Executive&#146;s option, exercised by written notice given to
the Company, the Company shall pay him the present value
of such salary continuation payments in a lump sum (using
as the discount rate the Applicable Federal Rate for
short-term Treasury obligations as published by the
Internal Revenue Service for the month in which such
termination occurs)), and any amount owing but not yet
paid under section 6.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Except with regard to a voluntary termination described in
section 8(b), in the event of a termination of employment by the
Executive on his own initiative other than a termination
otherwise provided for in this section 7, the Executive shall
have the same entitlements as provided in section 7(c)(iii) for a
termination for Cause.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;In the event of a termination of employment other than
pursuant to section 7(c), the Executive (and his current spouse,
to the extent applicable) shall be entitled to continue to
participate at the Company&#146;s expense in medical, dental,
hospitalization and life insurance coverage and in all other
employee plans and programs in which he or his family was
participating on the date of termination of his employment and
other or additional benefits in accordance with applicable plans
and programs of the Company until the earlier of (A)&nbsp;the death of
the survivor of the Executive and his current spouse or (B)&nbsp;the
date, or dates, the Executive receives equivalent coverage and
benefits under the plans and programs of a subsequent employer
(such coverages and benefits to be determined on a
coverage-by-coverage, or benefit-by-benefit, basis). If the
Executive is precluded from continuing his participation in any
benefit plan or program referred to in the immediately preceding
sentence, he shall be provided the after-tax economic equivalent
of the benefits provided under the plan or program in which he is
unable to participate. The economic equivalent of any benefit
foregone shall be deemed to be the cost
</FONT>

<P align="center"><FONT size="2">4</FONT>

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<P><FONT size="2">that would be incurred by
the Executive in obtaining such benefit himself on an individual
basis from a provider of insurance coverage acceptable to the
Executive. The payment of such after-tax economic equivalent
shall be made quarterly in advance. In addition, to the extent
the Executive (or his current spouse, if applicable) incurs tax
that the Executive would not have incurred as
an active employee as a result of the aforementioned coverage or
the benefits provided thereunder, the Executive (or his current
spouse, if applicable) shall receive from the Company an
additional payment in the amount necessary so that the Executive
(or his current spouse, if applicable) will have no additional
cost for receiving such items or any additional payment.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;In the event of any termination of employment under this
section 7, the Executive shall be under no obligation to seek
other employment and there shall be no offset against amounts due
the Executive under this agreement on account of any remuneration
attributable to any subsequent employment that he may obtain,
except as specifically provided in this section 7. Except as set
forth in this agreement, the Company&#146;s obligation to make the
payments provided for in this Agreement and otherwise to perform
its obligations hereunder shall not be affected by any
circumstances, including without limitation, set-off,
counterclaim, recoupment, defense or other claim, right or action
which the Company may have against the Executive or others.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Change in Control
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;As used in this agreement, the term &#147;Change in Control&#148;
means the occurrence of any one of the following events:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;any &#147;person,&#148; as such term is used in sections
3(a)(9) and 13(d) of the Securities Exchange Act of 1934,
becomes a &#147;beneficial owner,&#148; as such term is used in Rule
13d-3 under that act, of 30% or more of the outstanding
common stock of the Company, excluding a person that is an
affiliate (as such term is used under that act) of the
Company on the date of this agreement, or any affiliate of
any such person;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;the majority of the board of directors of the Company
consists of individuals other than Incumbent Directors,
which term means the members of the board of directors of
the Company on the date of this agreement; provided that
any person becoming a director subsequent to such date
whose election or nomination for election was supported by
two-thirds of the directors who then comprised the
Incumbent Directors shall be considered an Incumbent
Director;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;the Company adopts any plan of liquidation providing
for the distribution of all or substantially all its
assets;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;all or substantially all the assets or business of
the Company are disposed of pursuant to a merger,
consolidation or other transaction (unless the
shareholders of the Company immediately prior to such
merger, consolidation or other transaction beneficially
own, directly or indirectly, in substantially the same
proportion as they own the common stock of the Company,
all the common stock or other ownership interests of the
entity or entities, if any, that succeed to the business
of the Company); or
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp;the Company combines with another company and is the
surviving corporation, but, immediately after the
combination, the shareholders of the Company immediately
prior to the combination hold, directly or indirectly, 50%
or less of the common stock or other ownership interests
of the combined company (there being excluded from the
number of shares held by such shareholders, but not from
the common stock or other ownership
</FONT>

<P align="center"><FONT size="2">5</FONT>

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<P><FONT size="2">interests of the
combined company, any shares other ownership interests
received by affiliates of such other company in exchange
for stock of such other company).
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Following a Change in Control, the Executive may, at his
option, upon 90&nbsp;days&#146; written notice given to the Company,
terminate his employment under this agreement and, in lieu of any
other amounts otherwise payable to him under section 7, (i)&nbsp;he
will be entitled to receive, in a single lump sum on or before
the 90th day after such written notice is given, an amount equal
to (A)&nbsp;the product of (1)&nbsp;the Executive Salary then in effect and
(2)&nbsp;three, if the written notice is given before the Senior
Status Period, or (B)&nbsp;the product of (1)&nbsp;one half of his Senior
Status Salary and (2)&nbsp;the number of years (including fractions),
if any, remaining in the Senior Status Period on the 90th day
after such written notice is given, if the written notice is
given during the Senior Status Period, and (ii)&nbsp;pursuant to
section 7(f), he shall be afforded continued participation in all
medical, dental, hospitalization and life insurance coverage and
in other employee benefit plans or programs in which he was
participating on the date of the termination of his employment.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;In the event the amount provided to the Executive under
section 8(b) (the &#147;Payment&#148;) is determined to constitute a
&#147;parachute payment,&#148; as such term is defined in section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
&#147;Code&#148;), notwithstanding anything to the contrary in this
agreement, the Executive shall be entitled to receive an
additional payment (a &#147;Gross-Up Payment&#148;) in an amount such that
after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and any excise tax
imposed by section 4999 of the Code (and any interest and
penalties imposed with respect thereto) (collectively, &#147;Excise
Tax&#148;) imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payment. The determination of whether the Payment
constitutes a &#147;parachute payment&#148; and, if so, the amount to be
paid to the Executive and the time of payment pursuant to this
section 8(c) shall be made by an independent auditor (the
&#147;Auditor&#148;) jointly selected by the Company and the Executive and
paid by the Company. The Auditor shall be a nationally
recognized United States public accounting firm, which has not,
during the two years preceding the date of its selection, acted
in any way on behalf of the Company or any affiliate of the
Company. If the Executive and the Company cannot agree on the
firm to serve as the Auditor, the Executive and Company shall
each select one accounting firm and those two firms shall jointly
select the accounting firm to serve as the Auditor.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company agrees that, if the Executive is made a party, or
is threatened to be made a party, to any action, suit or
proceeding, whether civil, criminal, administrative or
investigation (a &#147;Proceeding&#148;), by reason of the fact that he is
or was a director, officer or employee of the Company or is or
was serving at the request of the Company as a director, officer,
member, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether or not the basis of
such Proceeding is the Executive&#146;s alleged action in an official
capacity while serving as director, officer, member, employee or
agent, the Executive shall be indemnified and held harmless by
the Company to the fullest extent permitted or authorized by the
Company&#146;s certificate of incorporation or bylaws or, if greater,
by the laws of the state of New York, against all cost, expense,
liability and loss (including, without limitation, attorneys&#146;
fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably
</FONT>

<P align="center"><FONT size="2">6</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">incurred or
suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive even if he has
ceased to be a director, member, employee or agent of the Company
or other entity and shall inure to the benefit of the Executive&#146;s
heirs, executors and administrators. The Company shall advance
to the Executive all reasonable costs and expenses incurred by
him in connection with a Proceeding within 20&nbsp;days after receipt
by the Company of a written request for such advance. Such
request shall include an undertaking by the Executive to repay the
amount of such advance if it shall ultimately be determined that
he is not entitled to be indemnified against such costs and
expenses.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Neither the failure of the Company (including its board or
directors, independent legal counsel or shareholders) to have
made a determination prior to the commencement of any
proceeding concerning payment of amounts claimed by the Executive
under section 9(a) that indemnification of the Executive is
proper because he has met the applicable standard of conduct, nor
a determination by the Company (including its board of directors,
independent legal counsel or shareholders) that the Executive has
not met such applicable standard of conduct, shall create a
presumption that the Executive has not met the applicable
standard of conduct.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company agrees to continue and maintain a director&#146;s and
officers&#146; liability insurance policy covering the Executive to
the extent the Company provides such coverage for its other
executive officers.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Confidentiality. The Executive shall at all times during the period
of his employment and thereafter hold in confidence any and all
Confidential Information (as defined below) that may have come or may
come into his possession or within his knowledge concerning the
products, services, processes, businesses, suppliers, customers and
clients of the Company or its controlled affiliates. The Executive
agrees that neither he nor any person or enterprise controlled by him
will for any reason directly or indirectly, for himself or any other
person, use or disclose any trade secrets, proprietary or confidential
information, inventions, manufacturing or industrial processes or
procedures, patents, trademarks, trade names, customer lists, service
marks, service names, copyrights, applications for any of the
foregoing or licenses or other rights in respect thereof
(collectively, &#147;Confidential Information&#148;), owned or used by, or
licensed to, the Company or any of its controlled affiliates, provided
that the Executive may disclose Confidential Information that has
become generally available to the public other than as a result of a
breach of this agreement by the Executive or pursuant to an order of a
court of competent jurisdiction or of a governmental agency,
department or commission. Upon termination of his employment under
this agreement, the Executive shall promptly surrender to the Company
all documents he believes contain Confidential Information and that
are within his possession or control, other than documents to which
the Executive is or was a party or that relate to the Executive or the
basis, or purported basis, on which his employment was terminated.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Noncompetition and Nonsolicitation
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Executive agrees that from the date of this agreement and
subsequent to the termination of his employment under this
agreement and continuing for the period (the &#147;Non-Compete
Period&#148;) after termination of employment under section 7 (but not
under section 8) in respect of which salary continuation payments
would be required to be made under section 7(d) (regardless of
whether termination of employment occurs pursuant to section
7(d)), neither the Executive nor any person or enterprise
controlled by him will become a shareholder, lender, director,
officer, agent or employee of a corporation or member of or
lender to a partnership, engage as a sole proprietor in any
business, act as a consultant to any of the foregoing or
</FONT>

<P align="center"><FONT size="2">7</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">otherwise engage directly or indirectly in any business that is
in competition with the business then conducted by the Company or
any of its controlled affiliates in any state in the United
States or any other country in which the Company or any of its
controlled affiliates has engaged in such business during the
Executive&#146;s employment under this agreement; provided, however,
that the foregoing shall not prohibit the Executive from owning
less than two percent of the outstanding securities of any class
of capital stock of a corporation the securities of which are
regularly traded or quoted on a national securities exchange or
on an inter-dealer quotation system.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Executive agrees that, during the Non-Compete Period,
neither he nor any person or enterprise controlled by him will
(i)&nbsp;solicit for employment any person who was employed by the
Company or any of its controlled affiliates at any time within
one year prior to the time of the act of solicitation or (ii)&nbsp;in
any way cause, influence or participate
in the solicitation for employment of any such individual by
anyone else.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Executive acknowledges that there is no adequate remedy
at law for a breach of this section 11 and that, in the event of
such a breach or attempted breach, the Company shall be entitled
to injunctive or other equitable relief to prevent any such
breach, attempted breach or continuing breach, without prejudice
to any other remedies for damages or otherwise.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignability; Binding Nature. This agreement shall inure to the
benefit of the parties and their respective successors, heirs (in the
case of the Executive) and assigns. No rights or obligations of the
Company under this agreement may be assigned or transferred by the
Company, except pursuant to a merger or consolidation, or the sale or
liquidation of all or substantially all the assets of the Company,
provided that, in the case of such a sale or liquidation, the assignee
or transferee assumes in writing the obligation to perform this
agreement (it being understood, however, that no such assignment or
transfer shall relieve the Company of its liabilities or obligations
under this agreement).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amendment or Waiver. This agreement may not be amended or waived,
except by an instrument in writing signed by the party to be charged.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Severability. If any provision of this agreement is invalid or
unenforceable, the remaining provisions of this agreement shall remain
in effect.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Governing Law. This agreement shall be governed by and construed and
interpreted in accordance with the law of the state of New York as
applied to agreements among New York residents entered into and to be
performed entirely within New York.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Disputes. Except as otherwise expressly provided in this agreement,
any dispute arising under or in connection with this agreement shall,
at the election of the Executive, be resolved by binding arbitration
to be held in New York City in accordance with the rules of the
American Arbitration Association. Judgment upon the arbitrator&#146;s
award may be entered in any court having jurisdiction. Costs of any
arbitration or litigation, including, without limitation, attorneys&#146;
fees of both parties, shall be borne by the Company and advanced to
the Executive as appropriate from time to time, provided that, if the
arbitrator or judge, as the case may be, determines that the claims or
defenses of the Executive were without any reasonable basis, each
party shall bear his or its own costs.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notices. All notices and other communications under this agreement
shall be in writing and may be given by any of the following methods:
(a)&nbsp;personal delivery; (b)&nbsp;facsimile transmission; (c)&nbsp;registered or
certified mail, postage prepaid, return receipt requested; or (d)
overnight delivery service. Notices shall be sent to the appropriate
party at its or his address or
</FONT>
<P align="center"><FONT size="2">8</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2">facsimile number given below (or at
such other address or facsimile number for that party as specified by
notice given under this section 17):
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">if to the Company, to it at:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">650 Liberty Avenue<BR>
Union, New Jersey 07083<BR>
Fax: 908-688-8385</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">if to the Executive, to him at:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">&#091;***&#093;</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">All such notices and communications shall be deemed given and
received upon (a)&nbsp;actual receipt by the addressee, (b)&nbsp;actual
delivery to the appropriate address or (c)&nbsp;in the case of a
facsimile transmission, upon transmission by the sender and
issuance by the transmitting
machine of a confirmation slip confirming that the number of
pages constituting the notice have been transmitted without
error. In the case of notices sent by facsimile transmission,
the sender shall contemporaneously mail a copy of the notice to
the addressee at the address provided above; however, such
mailing shall in no way alter the time at which the facsimile
notice is deemed given and received.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Headings. The section headings in this agreement are for convenience
only and shall not affect
the meaning or construction of any provision of this
agreement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Counterparts. This agreement may be executed in counterparts.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Entire Agreement. This agreement contains the entire agreement and
understanding of the parties concerning its subject matter and
supersedes all prior agreements and understandings with respect to
that subject matter. Nothing in this agreement is intended to
</FONT>
<P align="center"><FONT size="2">9</FONT>

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<P><FONT size="2">or
shall affect the rights or obligations of the parties under any
agreement relating to the maintenance of life insurance or stock
options.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
        <TD width="15%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="72%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" valign="top" align="left"><FONT size="2">BED BATH &#038; BEYOND INC.</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
By:
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">/s/Leonard Feinstein</FONT></TD>
</TR>
<TR>
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Name: Leonard Feinstein<BR>
Title: Co-Chief Executive Officer</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" valign="top" align="left"><FONT size="2">THE EXECUTIVE:</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><TD><TR><TD><TR><TD><TR><TD>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">/s/Warren Eisenberg</FONT></TD>
</TR>
<TR>
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">Warren Eisenberg</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">10</FONT>

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