AGREEMENT
THIS AGREEMENT is made on the 8th day of November, 2005 by and
between BURLINGTON COAT FACTORY WAREHOUSE CORPORATION, a Delaware
corporation (the "Company"), with its corporate offices at 1830
Route 130, Burlington, New Jersey, and ______________, an
individual ("Executive").
W I T N E S S E T
H:
WHEREAS, Executive is an executive vice president and a key
employee of the Company; and
WHEREAS, the Board of Directors of the Company has determined
that it is in the best interests of the Company and its
stockholders to provide as a component of Executive's employment
and benefit package, a benefit payable upon Executive's death to
Executive's estate or designated beneficiary to more closely bind
Executive's interests to that of the Company and its stockholders
and as incentive to Executive to remain in the employ of the
Company;
NOW, THEREFORE, in consideration of the premises, the services
of Executive to be performed for the benefit of the Company and
other good and valuable consideration, it is agreed as follows.
1.
The benefit provided under this Agreement shall be the sum of One
Million Dollars ($1,000,000). Upon the execution of this Agreement,
Executive shall designate in writing to the Company on a form
provided by the Company the beneficiary or beneficiaries who shall
be entitled to receive the benefit provided hereunder. Such
beneficiary may be changed by Executive at such time and in such
manner as the Company shall prescribe. If no such beneficiary has
been designated at the time of Executive's death or if such
beneficiary designated by Executive shall pre-decease Executive and
Executive shall not have designated another beneficiary at the time
of his death, the benefit provided hereunder shall be paid to
Executive's estate in a single lump sum. At the time that Executive
designates a beneficiary, Executive shall also designate whether
the benefit payable hereunder shall be paid: (i) in a single lump
sum; (ii) in five (5) equal annual installments (the first
installment to be payable within thirty (30) days after the death
of Executive and each additional installment payable annually
within thirty (30) days after the anniversary of the death of
Executive together, in the case of each installment after the
first, with interest on the unpaid balance at the rate paid by Bank
of America on time deposits in Burlington, New Jersey equal to
maturity of such installment; or (iii) in the form of an annuity
selected by the payee to be purchased by the Company. Such payment
method designation may be changed by payee prior to Executive's
death by providing the Company with written notice. If no payment
method election is made prior to Executive's death, the Company
shall pay the benefit in the form of a single lump sum as provided
in alternative (i) above. The Company shall have the right to
withhold all applicable taxes from any payment made hereunder.
Executive acknowledges and agrees that the Company has no
obligation to secure payment of the herein described benefit or to
fund any payment in any manner and that any claim to any payment
hereunder is and shall remain an unsecured general obligation of
the Company.
2.
Notwithstanding the preceding, the benefit provided above shall
only be payable if (i) Executive shall be employed in either full
time or part time capacity by the Company at the time immediately
preceding his death, (ii) Executive shall have retired from active
full-time employment with the Company after having reached age
sixty-five (65), (iii) the Company shall have terminated
Executive's employment with the Company without "Cause" (as defined
below) or (iv) Executive shall be disabled (as evidenced by a
physician's certification that Executive is unable to perform the
usual duties of his office on behalf of the Company) after having
remained employed continuously by the Company up to the time of
such disability. In the case of disability, the Company shall have
the option to request Executive to be examined by a physician of
the Company's choosing to confirm disability; provided, however, if
the Company shall fail to exercise this option within thirty (30)
days after receipt of certification of disability from Executive's
physician, the Company shall be deemed irrevocably to have waived
this election.
3.
The Company has previously obtained key man life insurance on the
life of Executive in the amount of Five Million Dollars
($5,000,000.00) under a term life policy with a fixed annual
premium of ____________ Dollars ($___________) for a period of
twenty years extending through ___________, 2024 (the "Key Man
Policy"). The Company shall have no obligation to maintain such Key
Man Policy in effect except that in the case of Executive's
retirement, termination without "Cause" or disability described in
clauses (ii), (iii) or (iv) of Section 2 above, the Company shall
maintain the Key Man Policy in effect until the death of Executive.
Executive shall cooperate with the Company and do all things
necessary to enable the Company to maintain or renew such policy,
as the case may be.
4.
This Agreement shall terminate upon completion of payment of the
benefit provided in Section 1 above in accordance with the election
of the beneficiary in respect of such payment or the earlier
voluntary separation of Executive from employment with the Company
or termination of Executive's employment with the Company for
"Cause". For the purposes of this Agreement, termination for
"Cause" shall mean termination of Executive's employment by the
Company for (i) willful neglect in the performance of his duties or
disregard of directives of the Board of Directors of the Company
(hereinafter referred to as a "Default"), in each instance after
Executive shall have received written notice of such Default and an
opportunity to cure
