Common use of Termination By the Company Without Cause; By the Executive for Good Reason Clause in Contracts

Termination By the Company Without Cause; By the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his termination of employment that are related to his period of employment preceding his termination date, including pay in lieu of accrued, but unused, vacation; (ii) the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year; (iii) the amount equal to two times the sum of (A) Base Salary, plus (B) his Maximum Target Bonus, at the rates in effect on the effective date of his termination of employment. The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his "Severance Payment"; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after the effective date of the Executive's termination of employment. (v) the Company shall allow the Executive to continue to participate during the 24 month period following termination (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment; and (vii) the Executive's restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

Termination By the Company Without Cause; By the Executive for Good Reason. If The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination and the Executive should may his terminate by reason of termination by the Company employment for any reason Good Reason effective as provided below. No compensation or other than Cause, benefits shall be payable to or by accrue to the Executive in the event of his termination without Cause or for Good Reason, then the Company shall pay all compensation and benefits for the Executive Reason except as follows: (ia) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by the Company and the expiration on or before the 60th day after the Executive’s separation from service of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible to receive: (1) an amount equal to the sum of (A) Base Salary, Incentive Salary for a period of twelve (12) months after termination (the “Severance Period”) and (B) target Annual Cash Bonus, expense reimbursements payable in substantially equal installments over the Severance Period in such manner and all other compensation related payments at such times as the Executive’s Base Salary was being paid immediately prior to such termination; provided, that are payable such amount shall be paid in a lump sum, on such date on which the first such installment otherwise would have been payable, respecting any such termination occurring upon or following the occurrence of a Change in Control (as defined in the Option Plan; and further provided that such Change in Control also satisfies Treasury Regulation Section 1.409A-3(i)(5)); (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s applicable health plans without regard to the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that the Executive receives similar coverage and benefits under the plans and programs of the date of his a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) if and only if such termination of employment that are related occurs on or after July 1 of a fiscal year, any amounts the Executive would have been entitled to his period receive as Annual Cash Bonus had the Executive remained employed by the Company until the end of employment preceding his termination datesuch fiscal year (prorated based on the number of days employed during such fiscal year). All such amounts, including pay in lieu of accruedif any, but unused, vacation; (ii) will be paid at the prorated amount of same time as the Maximum Target Annual Cash Bonus would have been paid for the year in which the termination occurs pursuant to Section 2.2; and (4) any payments or benefits under other plans of employment occurs, pro rated for the portion of such year during which the Executive was employed prior Company to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year extent that relate only to such year; (iii) the amount equal to two times the sum of (A) Base Salary, plus (B) his Maximum Target Bonus, at the rates in effect on the effective date of his plans provide for benefits following a termination of employment. The sum of Notwithstanding the amount payable under clauses (iiforegoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and (iii) hereof is referred to herein as his "Severance Payment"; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after the effective date of the Executive's termination of employment. (v) the Company shall allow the Executive have no further obligations to continue to participate during the 24 month period following termination (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits respect thereto, in the event that the Executive (without additional cost to the Executivei) becomes employed by Wal-Mart Stores Inc., including Costco Wholesale Corporation, or Target Corporation, or any additional taxes) outside the scope of such plans their respective subsidiaries or affiliates (including, without limitation, reimbursing the Executive for his costs in obtaining such coverageSam’s West, such as COBRA premiums paid by the Executive and/or his eligible dependentsInc. and Sam’s East, provided such costs are consistent with the policies Inc. and any successors thereof); or (ii) breaches any provision of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination Sections 4 or 5 of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment; and (vii) the Executive's restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapseAgreement.

Termination By the Company Without Cause; By the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his termination of employment that are related to his period of employment preceding his termination date, including pay in lieu of accrued, but unused, vacation; (ii) the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year; (iii) the amount equal to two one and one-half (1.5) times the sum of (A) Base Salary, plus (B) his Maximum Target Bonus, at the rates in effect on the effective date of his termination of employment. The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his "Severance Payment"; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after the effective date of the Executive's termination of employment. (v) the Company shall allow the Executive to continue to participate during the 24 18 month period following termination (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, insurance and group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment; and (vii) the Executive's restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

Termination By the Company Without Cause; By the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his termination of employment that are related to his period of employment preceding his termination date, including pay in lieu of accrued, but unused, vacation; (ii) the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year; (iii) the amount equal to two three times the sum of (A) Base SalarySalary in effect on the date of termination, plus (B) his Maximum Target the average of the actual bonus received by Executive during the previous two years. For purposes of this section, actual bonus shall mean the sum of the annual cash Incentive Bonus, at plus the rates in effect on fair market value, measured as of the effective date grant date, of his termination of employmentthe annual long-term incentive awards the Company has granted to or agreed to grant to (if such grant has not yet been made) the Executive during the applicable fiscal year. The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his "“Severance Payment"”; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after six months following the effective date of the Executive's ’s termination of employmentemployment in accordance with Section 409A(a)(2)(B) of the Code. (v) the Company shall allow the Executive to continue to participate during the 24 36 month period following termination (the "“Severance Period"”) in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's ’s continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's ’s continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's ’s stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment; and (vii) the Executive's ’s restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

Termination By the Company Without Cause; By the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his termination of employment that are related to his period of employment preceding his termination date, including pay in lieu of accrued, but unused, vacation; (ii) the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year; (iii) the amount equal to two times the sum of (A) Base SalarySalary in effect on the date of termination, plus (B) his Maximum Target the average of the actual annualized bonus received by Executive during the previous two years. For purposes of this section, actual annualized bonus shall mean the sum of the annual cash Incentive Bonus, at plus the rates fair market value, measured as of the grant date, of the annual long-term incentive awards the Company has granted to or agreed to grant to (if such grant has not yet been made) the Executive during the applicable fiscal year. If the applicable fiscal year was less than a full year, the prorated bonus received for that year shall be annualized so that the amount used in effect on the effective date of his termination of employmentformula above is equal to the bonus the Executive would have received if the Executive had been with the Company for a full fiscal year. The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his "“Severance Payment"”; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after six months following the effective date of the Executive's ’s termination of employmentemployment in accordance with Section 409A(a)(2)(B) of the Code. (v) the Company shall allow the Executive to continue to participate during the 24 month period following termination (the "“Severance Period"”) in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's ’s continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's ’s continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's ’s stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment; and (vii) the Executive's ’s restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

Termination By the Company Without Cause; By the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his termination of employment that are related to his period of employment preceding his termination date, including pay in lieu of accrued, but unused, vacation; (ii) the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year; (iii) the amount equal to two one and one-half (1.5) times the sum of (A) Base Salary, plus (B) his Maximum Target Bonus, at the rates in effect on the effective date of his termination of employment. The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his "“Severance Payment"”; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after the effective date of the Executive's ’s termination of employment. (v) the Company shall allow the Executive to continue to participate during the 24 18 month period following termination (the "“Severance Period"”) in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his termination; provided that the Executive's ’s continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's ’s continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, insurance and group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person but excluding his management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's ’s stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he shall have a two-year period following the effective date of his termination of employment in which to exercise his vested stock options, including those stock options that vested upon his termination of employment; and (vii) the Executive's ’s restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.

Termination By the Company Without Cause; By the Executive for Good Reason. If the employment of the Executive should terminate by reason of termination by the Company for any reason other than Cause, or by the Executive for Good Reason, then the Company shall pay all compensation and benefits for the Executive as follows: (i) any Base Salary, Incentive Bonus, expense reimbursements and all other compensation related payments that are payable as of the date of his her termination of employment that are related to his her period of employment preceding his her termination date, including pay in lieu of accrued, but unused, vacation; (ii) the prorated amount of the Maximum Target Bonus for the year in which the termination of employment occurs, pro rated for the portion of such year during which the Executive was employed prior to the effective date of his her termination and subtracting all Incentive Bonus payments received by Executive during such year that relate only to such year; (iii) the amount equal to two one and one-half (1.5) times the sum of (A) Base Salary, plus (B) his her Maximum Target Bonus, at the rates in effect on the effective date of his her termination of employment. The sum of the amount payable under clauses (ii) and (iii) hereof is referred to herein as his her "Severance Payment"; (iv) the Severance Payment shall be made in a single, lump sum cash payment no later than 30 days after the effective date of the Executive's termination of employment. (v) the Company shall allow the Executive to continue to participate during the 24 18 month period following termination (the "Severance Period") in any and all of the employee benefit and welfare plans and programs of the Company, excluding any 401(k) plan, in which the Executive was entitled to participate immediately prior to his her termination, to the same extent and upon the same terms as the Executive participated in such plans prior to his her termination; provided that the Executive's continued participation is permissible pursuant to the terms of such plans and otherwise practicable under the general terms and provisions of such benefit plans and programs. During the Severance Period, the Company shall pay for the Executive's continued participation in said employee benefit and welfare plans, including, but not limited to, premiums for group health, dental, accident, directors and officers insurance, insurance and group life insurance, and his country club allowance, but excluding any 401(k) plan or disability insurance. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive, including any additional taxes) outside the scope of such plans including, without limitation, reimbursing the Executive for his her costs in obtaining such coverage, such as COBRA premiums paid by the Executive and/or his her eligible dependents, provided such costs are consistent with the policies of the Company unless such costs are determined in good faith to be unreasonable by the Compensation Committee. If the Executive engages in regular employment after his her termination of employment (whether as an executive or as a self-employed person but excluding his her management or operation of the Excluded Businesses), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are the same type as the employee benefit and welfare benefits provided by the Company will relieve the Company of its obligation under this Section 8(a)(v) to provide such type of benefits; (vi) the Executive's stock options awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and he she shall have a two-year period following the effective date of his her termination of employment in which to exercise his her vested stock options, including those stock options that vested upon his her termination of employment; and (vii) the Executive's restricted Common Shares awarded under the Stock Option Plan (or any other or successor plan) shall immediately become 100% vested and all restrictions shall lapse.