Common use of Termination by the Company Without Cause Clause in Contracts

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may prior to the Extension Date without Cause, the Term will terminate and all obligations of the Executive’s employment without Cause at any time effective upon Company and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the Executive’s receipt provisions of notice of such termination. No compensation or other benefits Section 13(c) the Company shall be payable to or accrue pay to the Executive in (or his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled to receive within, or commencing within, thirty (30) days after the event Date of his/her termination without Cause except as followsTermination, the following amounts: (ai) all Earned Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (bii) 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months semi-monthly payments during a twelve (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (212) an amount consecutive month period 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's Annual Base Salary divided by twenty-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 four (and if and only if such participation is legally and contractually permissible) and 24); provided, however, that notwithstanding anything to the Company’s obligations contrary in the Termination Agreement or in the Employment Agreement, none of such amounts shall qualify Executive for any incremental benefit under this clause 3.5(b)(2any plan or program in which he has participated or continues to participate; (iii) shall stock options then held by Executive will be exercisable to the extent and for such periods, and otherwise governed, by the plans and programs and the agreements and other documents thereunder pursuant to which such stock options were granted; and (Aiv) not extend beyond all vested, nonforfeitable amounts owing and accrued at the Severance PeriodDate of Termination under any compensation and benefit plans, programs, and arrangements in which Executive theretofore participated will be paid under the terms and conditions of the plans, programs, and arrangements (Band agreements and documents thereunder) be eliminated if pursuant to which such compensation and benefits were granted, including any supplemental retirement plan in which the Executive discontinues COBRA benefits or (C) may have participated. Amounts which are immediately payable above will be reduced or eliminated paid as promptly as practicable after Executive's Date of Termination; PROVIDED, HOWEVER, to the extent that or the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive Company would have been not be entitled to receive deduct any such payments under Internal Revenue Code Section 162(m), such payments shall be made at the Company’s annual incentive compensation plan had earliest time that the Executive remained employed payments would be deductible by the Company until without limitation under Section 162(m) (unless this provision is waived by the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearCompany). All such amounts, if any, will Any deferred payment shall be paid credited with the interest at a rate applied to prevent the same time as other incentive compensation plan payments for imputation of taxable income under the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this AgreementCode.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s ClubsClub, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the ExecutiveEmployee’s employment without Cause at any time effective upon without Cause. In the Executiveevent Employee’s receipt employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of notice any completed fiscal year that has ended prior to the date of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows:; and (aiii) all Earned Obligations;A lump-sum cash payment equal to two (2) times the target STI Award for the fiscal year in which termination occurs, and (biv) Subject A lump-sum payment equal to the two (2) years of Employee’s Base Salary; and (v) If 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 elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s separation from service eligible dependents would be entitled under Section 4980B of any the Code (COBRA), then during the period during which the that Executive is entitled to revoke such coverage under COBRA (the release“Welfare Benefits Continuation Period”), the Company shall pay the excess of (i) the COBRA cost of such coverage over (ii) the amount that Executive would have had to pay for such coverage if he had remained employed during the Welfare Benefits Continuation Period and paid the active employee rate for such coverage, provided, however, that (A) that if Executive becomes eligible to receive group health benefits under a program of a subsequent employer or otherwise (including coverage available to Executive’s spouse), the Company’s obligation to pay any portion of the cost of health coverage as described herein shall cease, except as otherwise provided by law; (B) the Welfare Benefits Continuation Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA. Notwithstanding the forgoing, if Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (i) such continuation of benefits shall be eligible provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on Employee’s behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(d) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to receive: (1Section 8(i) continuation of Base Salary for a period this Agreement. Following such termination of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the ExecutiveEmployee’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed employment by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearwithout Cause, except as set forth in this Section 8(d). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company Employee shall have no further obligations rights to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, any compensation or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of other benefits under this Agreement.

Termination by the Company Without Cause. The Except as provided in Section 6(d), if the Company may terminate terminates the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable pursuant to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) 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 releaseSection 5(b), the Executive shall be eligible on such sixtieth (60th) day entitled to receive, in addition to the items referenced in Section 6(a), the following: (1i) continuation continued payment of his Base Salary Salary, at the rate in effect on his last day of employment, for a period of twenty-four (24) months (the “Severance PeriodPayment”). The Severance Payment shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, payable in such manner subject to all legally required payroll deductions and at such times as withholdings for sums owed by the Executive to the Company Group; (ii) continued payment by the Company for the Executive’s Base Salary was being life and health insurance coverage during the twenty-four (24) month severance period referenced in Section 6(c)(i) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such terminationinsurance coverage, provided that if any such insurance coverage shall become unavailable during the twenty-four (24) month severance period, the Company thereafter shall be obliged only to pay to the Executive an amount which, after reduction for income and employment taxes, is equal to the employer premiums for such insurance for the remainder of such severance period; (iii) vesting as of the last day of his employment in any unvested portion of any option and any restricted shares previously issued to the Executive by the Company Group; and (iv) a bonus equal to two (2) an amount equal times the greater of (x) the average of all bonuses paid to the difference between Executive (taking into account a payment of no bonus or a payment of a bonus of $0) over the preceding thirty-six (36) months (or the period of the Executive’s actual COBRA premium costs employment if shorter), and (y) the amount most recent bonus paid to the Executive. Such bonus shall be paid to 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 within sixty (and if and only if such participation is legally and contractually permissible60) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until days following the end of the fiscal year during in which such termination occurs. None of the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, benefits described in this Section 6(c) will be paid at payable unless the same time Executive has signed a general release (attached hereto as other incentive compensation plan payments for the year in Exhibit A) within 45 days of date of termination, which the termination occurs are paid; and has (cand not until it has) payments or benefits under other plans of become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, including the REIT, and their officers, trustees and employees, from any and all claims or potential claims arising from or related to the extent that the plans provide for benefits following a Executive’s employment or termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the ExecutiveEmployee’s employment without Cause at any time without Cause, effective upon the ExecutiveEmployee’s receipt of written notice of such termination. No compensation In the event Employee’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Employee shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the Executive entering into a binding and irrevocable release date 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an , such 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for it would otherwise be paid to Employee had no such termination occurred, but in no event later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; (iii) An amount equal to the Severance Multiplier multiplied by the sum of his then current Base Salary and Annual Bonus (determined using the target Annual Bonus if such termination occurs during the fiscal year in which the Commencement Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Commencement Date falls), payable in substantially equal monthly installments over the period commencing on the date of termination and ending on the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs are paid(the “Severance Term”); (iv) Continuation of participation under the Company’s health and other insurance plans for a period of years equal to the Severance Multiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; provided, however, that if the cash value is paid to Employee, it shall be paid to Employee no later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; and (cv) payments or benefits under other plans Vesting, as of the Company date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the two (2) year period immediately following such termination (without regard to the extent that the plans provide for benefits following a termination of employmentany subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bsubsections (ii) through (iv) above shall immediately terminatecease, and the Company shall have no further obligations to the Executive Employee with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) Employee breaches any provision of Sections 4 Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or 5 of any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate the If Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared is terminated by the Company without Cause, executive shall receive the following, subject to Section 8(g): (i) an amount equal to Executive’s Base Salary on the date of termination, less taxes and withholdings, payable in substantially equal installments over a period of 12 months in accordance with the expiration on or before Company’s normal payroll practices, with payments commencing with the 60th day Company’s first payroll 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 on such sixtieth (60th) day to receive:following Executive’s termination of employment, and such first payment shall include any such amounts that would otherwise be due prior thereto; (1ii) continuation a pro rata portion of Base Salary for the Target Annual Bonus amount that Executive would have been eligible to receive pursuant to Section 4 hereof in such year of termination, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, less taxes and withholdings, payable in substantially equal installments over a period of twenty-four 12 months in accordance with the Company’s normal payroll practices, with payments commencing with the Company’s first payroll after the sixtieth (2460th) months (the “Severance Period”), payable in such manner and at such times as the day following Executive’s Base Salary was being paid immediately termination of employment, and such first payment shall include any such amounts that would be otherwise due prior to such terminationthereto; (2iii) provided that Executive elects to purchase continued healthcare coverage under COBRA, an amount equal to the difference between Company’s portion of the Executive’s actual COBRA premium costs for medical and the amount the Executive would have paid had the Executive continued coverage as an employee dental benefits under the Company’s applicable health group medical and dental 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 Company was paying on Executive’s behalf on the date of termination (which subsidy will be treated as imputed income) for a period of 12 months, with the first payment commencing on the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (first payroll date after the 60th day following Executive’s termination of employment, and if and only if such participation is legally and contractually permissible) and provided, however, first payment shall include any such amounts that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Period, (B) would otherwise 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employerdue prior thereto; (3iv) a lump sum amount equal to any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsearned, but unpaid, Annual Cash Bonus, if any, will be paid at the same time as other incentive compensation plan payments for the year in prior to the year of termination, less taxes and withholdings, which shall be payable on the 60th day following Executive’s termination occurs are paidof employment; (v) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable with the Company’s first payroll after Executive’s termination of employment; and (cvi) payments or benefits under other plans a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of the Company to the extent that the plans provide for benefits following a Executive’s termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared employment is terminated by the Company and the expiration on without Cause (other than due to death or before the 60th day after the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseDisability), the Executive he shall be eligible on such sixtieth for the Accrued Obligations and, provided that he fully executes (60thand does not revoke) day to receive: (1) continuation the Release of Base Salary for a period of twenty-four (24) months (the “Severance Period”Claims as described in Section 7(g), payable in Executive shall also be eligible for (i) Severance Benefits and (ii) reimbursement for his (and his eligible dependents’) health care continuation (COBRA) premiums for 12 months following such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; termination (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) such benefits shall not extend be provided beyond the Severance Period, date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated provided to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer Company determines that it would result in any fine, penalty or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by tax on the Company until or its subsidiaries for being a discriminatory benefit) (the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year“COBRA Benefits”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments Severance Benefits and benefits described in Section 3.5(b) above the COBRA Benefits shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, and any payments or benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Confidentiality and Invention Assignment Agreement or 5 the Release of Claims. Any such termination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive’s post-employment obligations to the Company. Following termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(d) or Section 10, Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as provided in Section 10, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the COBRA Benefits, subject to his execution and non-revocation of the Release of Claims, and the Accrued Obligations.

Termination by the Company Without Cause. The Company may terminate this Agreement and the Executive’s employment without Cause at any time effective upon time. In the event that the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared employment is terminated by the Company and the expiration on or before the 60th day after without Cause (other than due to the Executive’s separation from service death or Disability), the Executive shall be entitled to: i. the Accrued Obligations, which shall be paid when such amounts would have been paid if the Executive has remained employed following such termination by the Company without Cause; ii. an amount equal to twelve (12) months of any Annual Base Salary which shall be paid in accordance with the Company’s payroll practices; provided, however that if such termination of employment occurs within twelve (12) months following a Change in Control, such total amount shall be paid in a single lump sum; iii. effective on the date of the termination of employment, all stock options granted to Executive that are unvested shall become fully vested and exercisable as of the effective date of the Executive’s termination of employment; and iv. continuation of the health benefits (only under the Company’s or its successor’s medical and dental insurance plans, if any) in accordance with this paragraph for the lesser of two (2) years or the period during which that the Executive is entitled to revoke continuation of health coverage under the releaseConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); provided that the Executive must elect COBRA coverage to be entitled to this benefit, and provided further that: (A) if any such plan is fully insured, then the Executive shall be required to pay as each COBRA premium an amount equal to the allocable share of the cost of coverage for similarly situated active employees of the Company under such plan; or (B) if any such plan is not fully insured, the Executive shall be eligible on such sixtieth (60th) day required to receive: (1) continuation of Base Salary pay the full COBRA premium and the Company will reimburse the Executive for a period portion of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal COBRA premium charged 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 that represents the Company’s applicable health plans without regard allocable share of the cost of coverage for similarly situated active employees of the Company under such plan; provided, however, that as a condition of receiving the payments and benefits in clauses (ii), (iii), and (iv), the Executive shall execute, date and return to the preCompany on or within twenty-tax benefits one (21) days after the delivery date (and not timely revoke during any revocation period provided therein) a comprehensive release, covenant not to xxx, and non-disparagement agreement from the Executive would have received under in favor of the BJ’s Wholesale ClubCompany, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate its executives, officers, directors, affiliates, and all related parties, 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 form attached hereto as Exhibit A; provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) release will not extend beyond the Severance Period, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated apply to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments payment and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive clauses (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or through (ii) breaches any provision of Sections 4 or 5 of this Agreementiv).

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject In the event of such termination, unless: (x) such termination occurs subsequent to a Change in Control (as hereinafter defined) of the Company that occurs prior to May 9, 2017, and (y) Executive does not forfeit that certain option to purchase 40,000 shares of common stock of Beacon Holding, Inc. at a strike price of $75.00, then 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s ClubsClub, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations;; and (bii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Subject to achievement of the Executive entering into a binding and irrevocable release applicable performance conditions for the fiscal year of claims and separation agreement prepared the Company in which Executive’s termination occurs, as determined by the Company and Compensation Committee, payment of the expiration on or before Annual Bonus that would otherwise have been earned in respect of the 60th fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are paid to other senior executive officers of the Company, but in no event later than the date that is 2½ months following the last day after of the fiscal year in which such termination occurred; and (iv) A lump sum payment equal to the Severance Multiplier multiplied by the sum of (x) Executive’s separation from service of any period during then-current Base Salary and (y) Executive’s target Annual Bonus for the fiscal year in which the Executive is entitled to revoke the releasedate of termination occurs (or if such target Annual Bonus has not yet been established for such fiscal year, the Executive shall be eligible on target Annual Bonus for the fiscal year prior to the year in which the date of termination occurs), payable as soon as reasonably practicable following the date of termination, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such sixtieth (60th) day to receive:termination occurred; and (1v) To the extent permitted by applicable law without any tax or penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation of Base Salary coverage under the Company’s group health plan, for a period of twenty-four eighteen (2418) months (following the “Severance Period”), payable in such manner and at such times as the date of termination of Executive’s Base Salary was being paid immediately prior to employment, on the first regularly scheduled payroll date of each month during such termination; eighteen (218) month period, the Company will pay Executive an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost for current coverage 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 payments pursuant to this clause 3.5(b)(2(iv) shall cease earlier than the expiration of the eighteen (A18) not extend beyond month period in the Severance Period, (B) be eliminated if event that Executive becomes eligible to receive comparable health benefits through a new employer. In the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent event that the provision of the continued coverage described herein is legally prohibited, or could subject either the Company or Executive receives similar to any tax or penalty, after consulting with Executive, the Company shall be permitted to modify such coverage so as to comply with applicable law and benefits under the plans and programs of a subsequent employer avoid any such tax or entity or becomes eligible for similar coverage under a spouse’s employerpenalty; (3vi) Any service-based vesting or service requirements with respect to any amounts the equity grant and other long-term incentive award previously granted to Executive and then outstanding that would have been entitled vested during a number of months following the date of termination of Executive’s employment equal to receive under the Company’s annual incentive compensation plan had the Executive remained employed Severance Multiplier multiplied by the Company until the end twelve (12) shall become vested and non-forfeitable as of the fiscal year during which date of termination of Executive’s employment; provided, that in the event the termination of Executive’s employment occurs follows a Change of Control, any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become fully vested and non-forfeitable as of the date of termination of Executive’s employment; (prorated vii) Any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of active employment during such fiscal yearthe applicable performance period through the date of termination of Executive’s employment). All such amounts, if any, will be paid at based on the same time as other incentive compensation plan payments actual performance for the year applicable performance period , and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which the termination occurs are paidsuch awards were granted; and (cviii) payments or benefits under other plans of Outplacement services at a level commensurate with Executive’s position in accordance with the Company Company’s practices as in effect from time to the extent that the plans provide for benefits following a termination of employmenttime. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv), (v) (vi), (vii) and (viii) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The In the event that the Company may terminate the Executive’s terminates your employment without Cause at in accordance with the provisions of Section 3(a)(iv) hereof, and conditioned on your compliance with this Agreement during the Notice Period (but not for any time effective upon the Executive’s receipt of notice of such termination. No compensation other reason, including without limitation under Sections 3(a)(i), (ii), (iii), or other benefits shall be payable to or accrue (v)), then in addition to the Executive amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the event condition precedent in Section 4(i) below, the following will be provided to you following the termination of his/her termination without Cause except as followsthe Notice Period: (ai) all Earned Obligations; (b) Subject You will be paid a lump sum amount equal 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executiveone year’s Base Salary was being paid at the rate in effect immediately prior to such said termination, to be paid no later than sixty (60) days following your termination; (2ii) With respect to the Annual Bonus for the calendar year prior to the calendar year in which your termination occurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Bonus; (iii) You will be paid 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 Annual Bonus 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive you would have been entitled to receive under for the Company’s annual incentive compensation plan had calendar year in which your termination occurs, calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (iv) You will be paid a pro-rata portion of your Annual Bonus that you would have been entitled to receive for the Executive remained calendar year in which your termination occurs, based on the number of days you were employed by the Parent Group during such year and calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination; (v) The Company will pay COBRA premiums to continue your coverage pursuant to COBRA and the applicable insurance policies up and until the end earlier of: (i) 12 months from the date of termination, (ii) or the date upon which you cease to be eligible for COBRA continuation coverage under applicable law and the terms of the fiscal year during applicable policies. You agree to notify the Company in the event that you obtain coverage with another employer group health plan that does not contain any exclusions or limitations with respect to any pre-existing condition, or if you become entitled to Medicare benefits; and (vi) In the event that the Company terminates your employment without Cause in accordance with the provisions of Section 3(a)(iv), then for so long as you shall remain in full compliance with the obligations set forth in Sections 7, 8, and 10 below, and conditioned on such continued compliance, all Restricted Shares previously granted to you which have not vested as of the termination date of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsyour termination, if any, will be paid at shall continue to vest on the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, applicable dates set forth in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementapplicable award agreements granting such Restricted Shares.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject The Earned Bonus; (iii) The Pro-Rata Bonus; (iv) The Retention Bonus; (v) Accelerated Equity Vesting; (vi) An amount equal to two hundred percent (200%) of the Executive entering into a binding and irrevocable release sum of claims and separation agreement prepared by the Company and the expiration on or before the 60th day after the (x) Executive’s separation from service then-current Base Salary and (y) the average Annual Bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an Annual Bonus with respect to any of any period during the three (3) fiscal years immediately preceding the fiscal year in which the Executive is entitled to revoke the releaseTermination Date occurs, the Executive average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an Annual Bonus), which amount shall be paid in a lump-sum on such the sixtieth (60th) day to receive:following the Termination Date; and (1vii) continuation of Base Salary for a period of twenty-four (24) months (To the “Severance Period”)extent permitted by applicable law and without penalty to the Company, payable in such manner and at such times as the subject to Executive’s Base Salary was being paid immediately prior to such termination; election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (2) 18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost and the amount the premium cost to Executive would have paid had the as if Executive continued coverage as were an employee under of the CompanyCompany (excluding, for purposes of calculating cost, an employee’s applicable health plans without regard ability to the pay premiums with 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 dollars); provided, however, that the Company’s obligations under this clause 3.5(b)(2) any payments described herein 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this AgreementTermination Date.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject The Earned Bonus; (iii) The Pro-Rata Bonus; (iv) Accelerated Equity Vesting; (v) An amount equal to two hundred percent (200%) of the Executive entering into a binding and irrevocable release sum of claims and separation agreement prepared by the Company and the expiration on or before the 60th day after the (x) Executive’s separation from service then-current Base Salary and (y) the average Annual Bonus paid to Executive over the most recently completed three (3) fiscal years (or if Executive was not eligible to receive an Annual Bonus with respect to any of any period during the three (3) fiscal years immediately preceding the fiscal year in which the Executive is entitled to revoke the releaseTermination Date occurs, the Executive average shall be determined for that period of fiscal years, if any, for which Executive was eligible to receive an Annual Bonus), which amount shall be paid in a lump-sum on such the sixtieth (60th) day to receive:following the Termination Date; and (1vi) continuation of Base Salary for a period of twenty-four (24) months (To the “Severance Period”)extent permitted by applicable law and without penalty to the Company, payable in such manner and at such times as the subject to Executive’s Base Salary was being paid immediately prior to such termination; election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month for the eighteen (2) 18)-month period commencing after the Termination Date, the Company will pay Executive an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost and the amount the premium cost to Executive would have paid had the as if Executive continued coverage as were an employee under of the CompanyCompany (excluding, for purposes of calculating cost, an employee’s applicable health plans without regard ability to the pay premiums with 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 dollars); provided, however, that the Company’s obligations under this clause 3.5(b)(2) any payments described herein 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, cease in the event that Executive becomes eligible to receive health benefits from another employer that are substantially similar to those Executive was entitled to receive immediately prior to the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this AgreementTermination Date.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt delivery to Executive of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) An amount equal to eighteen (18) months of Base Salary, such amount to be paid in substantially equal payments over the eighteen-month period following Executive’s termination of employment, and payable in accordance with the Company’s regular payroll practices; (iv) An amount equal to (A) the Annual Bonus that would have been paid to Executive but for his termination of employment, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination and the denominator of which is 365 (or 366, as applicable), which amount shall be based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation Committee, and paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (v) Subject to an election of COBRA continuation coverage under the Company’s group health plan by 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 covered dependents in the case of any Executive’s death), on the first regularly scheduled payroll date of each month during the eighteen (18) month period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months immediately following Executive’s termination occurred (the “Severance COBRA Continuation Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) payment of an amount equal to the difference between the Executive’s actual monthly 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 cost; provided, however, that the Company’s obligations under payments described in this clause 3.5(b)(2(v) shall (A) not extend beyond cease earlier than the Severance Period, (B) be eliminated if expiration of the COBRA Continuation Period in the event that 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under any health benefits as a result of subsequent employment or service during the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employmentCOBRA Continuation Period. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Company reasonably determines, in good faith, Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision set forth in the Restrictive Covenant Agreement (as defined below). Following such termination of Sections 4 Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt delivery to Executive of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive entering into for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a binding and irrevocable release fraction, the numerator of claims and separation agreement prepared by which is the Company number of days elapsed from the commencement of such fiscal year through the date of such termination and the expiration on denominator of which is 365 (or before 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the 60th Company, but in no event later than the date that is 2½ months following the last day after of the fiscal year in which such termination occurred; (iv) An amount equal to twelve (12) months of Base Salary, such amount to be paid in substantially equal payments over the [12]-month period following Executive’s separation from service termination of any period during which the Executive is entitled to revoke the releaseemployment (such period, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance PeriodTerm”), and payable in accordance with the Company’s regular payroll practices; provided, however, if such manner termination occurs on or following any Change in Control (as defined in the equity documents), such amount shall instead be payable in a single lump sum within five (5) days of such termination; and (v) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and at such times as the subject to an election of COBRA continuation coverage by Executive (or Executive’s Base Salary was being paid immediately prior to such termination; (2) covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost and the amount monthly contribution paid by active employees for 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 same coverage; provided, however, that the Company’s obligations under payments described in this clause 3.5(b)(2(v) shall (A) not extend beyond cease earlier than the expiration of the Severance Period, (B) be eliminated if Term in the event that 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under any health benefits as a result of subsequent employment or service during the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paidSeverance Term; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision set forth in Section 9 hereof. Following such termination of Sections 4 Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate BY THE EXECUTIVE FOR GOOD REASON OR AS A RESULT OF THE COMPANY’S NON-EXTENSION OF THIS AGREEMENT. If the Executive’s employment without by the Company is terminated (x) by the Company other than for Cause at any time effective upon (and not on account of the Executive’s receipt Disability or death), (y) as a result of notice the Company’s non-extension of such termination. No compensation the Employment Term as provided in Section 2 hereof or other benefits shall be payable to or accrue to (z) by the Executive for Good Reason, in any event other than within the event of his/her termination without Cause except as followstwelve (12)-month period immediately following a Change in Control, then the Company shall pay or provide the Executive with the following: (ai) all Earned Obligationsthe Accrued Benefits; (bii) Subject any earned but unpaid Annual Bonus with respect to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by the Company and the expiration calendar year ending on or before preceding the 60th day after date of termination, payable as provided in Section 4 hereof (without regard to any continued employment requirement); and (iii) subject to the Executive’s separation from service of any period during which continued compliance with the Executive is entitled to revoke the releaseobligations in this Agreement, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between Executive’s Base Salary (as in effect immediately prior to the date of Executive’s termination), which amount shall be paid in cash to the Executive in equal installments commensurate with the Company’s regularly scheduled payroll in accordance with the payment procedures set forth in Section 3 for twelve (12) months following the date the Executive’s actual COBRA premium costs employment terminates, 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 (2) provided that the Executive timely elects to continue to participate his coverage and that of any eligible dependents in the Company’s medical and/or dental group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for team members pursuant such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to a valid the date of termination until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA election coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer, in each case commencing on the first regularly scheduled payroll date following the date the general release of claims in Section 8 is effective and if and only if such participation is legally and contractually permissible) and irrevocable; 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 sixty (C) be reduced or eliminated to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the 60)-day period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the release of claims must be effective and irrevocable begins in one tax year and ends in a later tax year, the payments will commence on the first payroll date following the effective date of the release of claims that begins in the later tax year. Payments and benefits provided in this Section 7(c) shall be in lieu of any termination occurs are paid; and (c) or severance payments or benefits for which the Executive may be eligible under other plans any of the plans, policies or programs of the Company to or applicable law (including the extent that the plans provide for benefits following a termination Worker Adjustment Retraining Notification Act of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, 1988 or any of their respective subsidiaries similar state statute or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementregulation).

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt delivery to Executive of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; (iii) Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target Annual Bonus otherwise payable to Executive entering into for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date, multiplied by (B) a binding and irrevocable release fraction, the numerator of claims and separation agreement prepared by which is the Company number of days elapsed from the commencement of such fiscal year through the date of such termination and the expiration on denominator of which is 365 (or before 366, as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the 60th Company, but in no event later than the date that is 2½ months following the last day after of the fiscal year in which such termination occurred; (iv) An amount equal to nine (9) months of Base Salary, such amount to be paid in substantially equal payments over the nine (9)-month period following Executive’s separation from service termination of any period during which the Executive is entitled to revoke the releaseemployment (such period, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance PeriodTerm”), and payable in accordance with the Company’s regular payroll practices; provided, however, if such manner termination occurs on or following any Change in Control (as defined in the equity documents), such amount shall instead be payable in a single lump sum within five (5) days of such termination; and (v) To the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and at such times as the subject to an election of COBRA continuation coverage by Executive (or Executive’s Base Salary was being paid immediately prior to such termination; (2) covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost and the amount monthly contribution paid by active employees for 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 same coverage; provided, however, that the Company’s obligations under payments described in this clause 3.5(b)(2(v) shall (A) not extend beyond cease earlier than the expiration of the Severance Period, (B) be eliminated if Term in the event that 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under any health benefits as a result of subsequent employment or service during the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paidSeverance Term; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii) through (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision set forth in Section 9 hereof. Following such termination of Sections 4 Executive’s employment by the Company without Cause, except as set forth in this Section 7(e), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation or other benefits If Executive’s employment is terminated by the Company without Cause and Executive complies with Section 7(h) hereof, Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned ObligationsThe Accrued Rights; (bii) Subject An amount equal to the Executive entering into a binding and irrevocable release greater of claims and separation agreement prepared by (x) the Company and the expiration on or before the 60th day after the Executive’s separation from service sum of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such terminationfor the years remaining in his Term of Employment, or (y) the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (2iii) an amount equal Any unpaid amounts remaining under the Transaction Cash Bonus; (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted; (v) Subject to the difference between the Executive’s actual election of COBRA premium costs and the amount the Executive would have paid had the Executive continued continuation coverage as an employee under the Company’s applicable group health plans without regard to plan, the pre-tax benefits Company shall cover the premium cost of such coverage monthly for the lesser of eighteen months following the Date of Termination or until the Executive would have received under no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that premium cost will terminate if the Executive elects becomes eligible to continue to participate in obtain benefits under a subsequent employer’s benefit plan, and (vi) At 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 permissibleexpense, continuation of the benefits in Section 5(b) and provided, however, that until the Company’s obligations under this clause 3.5(b)(2) shall later or (A) not extend beyond one year from the Severance Period, Date of Termination or (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination Term of employment occurs (prorated for the period of active employment during such fiscal year)Employment. All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the The payments and benefits described in Section 3.5(bclauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the if Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) materially breaches any provision of Sections 4 the Restrictive Covenants contained in Appendix B attached hereto. Following the Date of Termination of Executive pursuant to this Section 7(d), except as set forth in Section 7(d) and Section 14, Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s 's employment under this Agreement without Cause at any time effective upon the Executive’s receipt of notice of such terminationwith ninety (90) calendar days’ prior written notice. No compensation or other benefits shall be payable to or accrue to the Executive However, in the event of his/her Executive's Separation from Service (as defined in Section 9(a) below) as a result of Executive's termination by the Company without Cause except as followsat any time during the Term, then, subject to the provisions of Section 9 below, the Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (ai) all Earned Obligations; (bA) Subject to if such termination occurs during 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 releaseInitial Term, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to two (2) times Executive's then-prevailing Base Salary, and (B) if such termination occurs after the difference between the Initial Term, an amount equal to one (1) times 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 prethen-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 prevailing Base Salary; plus (and if and only if such participation is legally and contractually permissibleii) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond if such termination occurs during the Severance PeriodInitial Term, twenty-four months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes is eligible for similar coverage under a spouse’s employer;COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (3iii) if Executive holds any amounts outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards with respect to the Executive would have been entitled to receive under securities of the Company’s annual incentive compensation plan had ) that are not fully vested and, if applicable, exercisable with respect to all the Executive remained employed by shares subject thereto effective immediately prior to the date of termination, then the Company until shall cause all such outstanding and unvested long-term incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the end date of termination, and Executive shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsplans, if any, will be paid at the same time as other incentive compensation plan payments for the year in under which the termination occurs are paid; and (c) payments or benefits under other plans of the they were granted and any applicable agreements between The Company to the extent that the plans provide for benefits following a termination of employmentand Executive. Notwithstanding the foregoing, the payments and benefits The amounts described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive paragraph (i) becomes employed by Wal-Mart Storesshall be paid in two equal lump sum installments, Inc.subject to applicable tax withholding, Costco Wholesale Corporationwith the first installment to be made within sixty (60) days following the date of Executive's Separation from Service and the second installment to be made on the first anniversary of Executive's Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, Sam’s Clubsas amended (the “Code”) (including, or any without limitation, for purposes of their respective subsidiaries or affiliates; or (ii) breaches Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive's right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision of Sections 4 or 5 of to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (55th) day following the date of Executive's Separation from Service, Executive has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any applicable revocation period has expired.

Termination by the Company Without Cause. The Company may terminate During the Term, if the Executive’s employment is terminated by the Company without Cause at any time effective upon as provided in Section 3(d), then (x) the Executive’s receipt of notice of such termination. No compensation or other benefits Company shall be payable to or accrue pay the Executive his Accrued Benefit and (y) subject to the Executive signing a separation agreement and release of claims substantially in the event form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of his/her termination without Cause except as followsTermination: (ai) all Earned Obligations; (b) Subject to the Company shall pay the Executive entering into a binding and irrevocable release an amount equal to (x) 12 months 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; plus (2y) an amount equal to the difference between the Executive’s actual COBRA premium costs target incentive compensation for the quarter (in the case of incentive compensation paid on a quarterly basis) or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the number of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and (ii) except to the extent any Existing Equity Award contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and the amount other stock-based awards held by the Executive would have paid had will be accelerated as if the Executive continued coverage as had completed an employee under additional 12 months of service with the Company’s applicable health plans without regard to the pre-tax benefits ; and (iii) if the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate was participating in the Company’s medical and/or dental plans group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for team members pursuant 12 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a valid COBRA election non-competition agreement, the number of months set forth in Sections 4(b)(i), (and if and only if such participation is legally and contractually permissibleii) and (iii) will be increased by the number of months equal to the length of such non-competition period. The amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months (or such longer period set forth in the immediately preceding sentence) commencing within 60 days after the Date of Termination; 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) 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be reduced or eliminated paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the extent that day immediately following the Executive receives similar coverage and benefits under the plans and programs Date of Termination. Each payment pursuant to this Agreement is intended to constitute a subsequent employer or entity or becomes eligible separate payment for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end purposes of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearTreasury Regulation Section 1.409A-2(b)(2). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event a termination under this Section 6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before the date that is one (1) year following the Executive (i) becomes employed by Wal-Mart StoresStart Date, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 six (6) months in the event an Involuntary Termination occurs after the date that is one (1) year after the Start Date and on or 5 of this Agreementbefore the date that is two (2) years after the Start Date, and (iii) twelve (12) months in the event an Involuntary Termination occurs after the date that is two (2) years following the Start Date.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on paid at such sixtieth time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (60th2 1⁄2) months following the last day to receive:of the fiscal year in which such termination occurred; (1iii) continuation A Pro Rata Bonus; (iv) Payment of an amount equal to (x) one and one-half (1.5) (provided, such multiple shall be equal to two (2), if the date of such termination occurs within three (3) months prior to or twelve (12) months following the consummation of a Change in Control), multiplied by (y) the sum of Base Salary for a period of twenty-four (24) months (the “Severance Period”)plus Target Annual Bonus, payable during the Severance Term in such manner and at such times as equal installments in accordance with the ExecutiveCompany’s Base Salary was being paid immediately prior to such terminationregular payroll practices; (2v) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the COBRA Continuation Period, the Company will pay Executive an amount equal to the difference between “applicable percentage” of the Executive’s actual monthly 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 cost; provided, however, that the Company’s obligations under payments pursuant to this clause 3.5(b)(2(v) shall (A) not extend beyond cease earlier than the Severance Period, (B) be eliminated if expiration of the COBRA Continuation Period in the event that 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 a subsequent employer or entity or becomes eligible for similar coverage under to receive any health benefits, including through a spouse’s employer; (3) any amounts , during the Executive would have been entitled to receive under COBRA Continuation Period. For purposes hereof, the Company“applicable percentage” shall be the percentage of Executive’s annual incentive compensation plan had the Executive remained employed health care premium costs covered by the Company until the end as of the fiscal year during which date of termination. Amounts paid by the termination Company on behalf of employment occurs Executive pursuant to this clause (prorated for v) shall be imputed to Executive as additional taxable income to the period minimum extent as may be required to avoid adverse consequences to Executive or the Company under either Section 105(h) of active employment during such fiscal year). All such amountsthe Code or the Patient Protection and Affordable Care Act of 2010; provided that, if anysuch imputation does not prevent the imposition of an excise tax under, will be paid or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide for payment of such medical and dental benefits to Executive (without otherwise limiting Executive’s rights to continuation coverage under applicable law at the same time as other incentive compensation plan payments for the year in which the termination occurs are paidhis personal expense); and (cvi) payments If the date of such termination occurs within twelve (12) months following the consummation of a Change in Control and any equity award previously granted to Executive and then-unvested and outstanding (including the Initial Stock Option Grant and the Initial Restricted Stock Unit Grant) is assumed or benefits under other plans substituted in connection with such Change in Control, any such equity award, that is subject to solely service-based vesting, shall become fully vested and non-forfeitable as of the Company to the extent that the plans provide for benefits following a date of such termination of Executive’s employment, it being understood that if any equity award (other than the Initial Stock Option Grant or the Initial Restricted Stock Unit Grant) is not expressly assumed in a Change in Control, the treatment of the equity award in the Change in Control shall be determined by the Compensation Committee consistent with other active senior executives; provided, that any such equity award that is subject to performance vesting requirements will be treated in all events in the same manner as equity awards subject to performance vesting held by other senior executives. Upon any such termination prior to a Change in Control, any then unvested equity awards held by Executive shall remain outstanding but will not vest, and will terminate and be forfeited without consideration on the three (3) month anniversary following such termination unless a Change in Control occurs during such three (3) month period; provided that if a Change in Control occurs during the three (3) month period, the unvested equity awards held by Executive shall become vested in accordance with the terms of this Section 8(d)(vi) as though he had experienced such termination of employment on the day immediately following such Change in Control. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Restrictive Covenant Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that a termination under this Section 6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before Xxxxx 0, 0000, (xx) six (6) months in the Executive event an Involuntary Termination occurs after March 1, 2018 and on or before March 1, 2019, and (iiii) becomes employed by Wal-Mart Storestwelve (12) months in the event an Involuntary Termination occurs after March 1, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement2019.

Termination by the Company Without Cause. The Company may may, at any time and without prior written notice, terminate the Executive’s employment without Cause at any time effective upon Cause. In the event that the Company terminates the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to employment without Cause, the Executive in shall receive the event of his/her termination without Cause except as follows: (a) 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 releaseAccrued Benefits. In addition, the Executive shall be eligible on such sixtieth to receive from the Company the following severance benefits (60thcollectively, the “Severance Benefits”): (i) day to receive: (A) if the termination occurs within one (1) continuation year of Base Salary for a period of twenty-four the Effective Time, severance pay equivalent to Eighteen (2418) months of the Executive’s final Base Salary, less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the Eighteen (18) months following the Date of Termination; or (B) if the termination occurs more than one (1) year after the Effective Time, severance pay equivalent to Twelve (12) months of the Executive’s final Base Salary, less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the Twelve (12) months following the Date of Termination (collectively, the “Severance Period”), payable in such manner ; and (ii) (A) if the termination occurs within one (1) year of the Effective Time and at such times as subject to the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between timely election under COBRA, payment of a portion of the Executive’s actual COBRA premium costs and premiums for Eighteen (18) months following the amount Date of Termination (not to exceed the applicable continuation period) or, if earlier, until such time as the Executive would have becomes eligible for similar coverage through another employer, which benefits shall be paid had for by the Company to the same extent that the Company paid for health insurance for the Executive continued coverage as an employee under prior to termination; or (B) if the Company’s applicable health plans without regard termination occurs more than one (1) year after the Effective Time and subject to the pre-tax benefits Executive’s timely election under COBRA, payment of a portion of the Executive’s COBRA premiums for Twelve (12) months following the Date of Termination (not to exceed the applicable continuation period) or, if earlier, until such time as the Executive would have received under becomes eligible for similar coverage through another employer, which benefits shall be paid for by the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided Company to the same extent that the Company paid for health insurance for the Executive elects prior to continue to participate termination. The Executive will thereafter be responsible for the payment of COBRA premiums (including, without limitation, all administrative expenses) for any remaining COBRA period. Notwithstanding the foregoing, 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 providedevent that the Company determines, howeverin its sole discretion, that the Company’s Company may be subject to a tax or penalty pursuant to Section 4980D of the Code as a result of providing some or all of the payments described in this Section 4(c)(ii), the Company may reduce or eliminate its obligations under this clause 3.5(b)(2Section 4(c)(ii) shall (A) not extend beyond to the extent it deems necessary, with no offset or other consideration required. The Executive’s entitlement to the Severance PeriodBenefits is conditioned on (x) the Executive’s timely executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A (the “Release”), and on such release becoming effective, (By) be eliminated if the Executive discontinues COBRA not engaging in Conflicting Activities (as defined below) while receiving Severance Benefits from the Company, and (z) the Executive’s compliance with the Proprietary Information Agreements (as defined below). To be timely, the Release must become effective and irrevocable no later than sixty (60) days following the Date of Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to the severance benefits described in this Section 4(c). In no event will any severance benefits be paid under this Section 4(c) until the Release becomes effective and irrevocable. Subject to Section 8(c) below, severance benefits will commence or (C) be reduced or eliminated provided once the Release becomes effective and irrevocable. The Executive acknowledge that the Severance Benefits are being provided to assist in the Executive’s transition to other employment. Accordingly, to the extent that the Executive receives similar coverage and begins to engage in Conflicting Activities during the Severance Period, the Executive shall be entitled to retain any severance payments received prior to the date she commences the Conflicting Activity but will cease to be eligible to receive any further severance payments or other severance benefits under the plans terms of this Agreement or otherwise, and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would shall have been entitled no further claims, rights or entitlements to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) any severance payments or benefits in any respect. The Executive agrees that the Company shall have a right of offset against all severance payments for amounts owed to the Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. The Severance Benefits shall be in lieu of any other severance payments, severance benefits and severance protections to which the Executive may be entitled under other plans any severance or termination policy, plan, program, practice or arrangement of the Company and its affiliates. Except as specifically provided in this Section 4(c) or in another section of this Agreement, or except as required by law, all benefits provided by the Company to the extent that Executive under this Agreement or otherwise shall cease as of the plans provide for benefits following a termination Date of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this AgreementTermination.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment under this Agreement without Cause at any time effective upon Cause. In the Executive’s receipt of notice event of such termination. No compensation or other benefits , Executive shall be payable entitled to or accrue receive the Accrued Amounts (including the vested Options) and, subject to the Executive in the event Executive’s compliance with Article III of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into this Agreement and his execution of a binding and irrevocable release of claims in favor of the Company Group and separation agreement prepared each of their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective within 60 days following the expiration on or before the 60th Termination Date (such 60 day after the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseperiod, the “Release Execution Period”), Executive shall be eligible on such sixtieth entitled to receive (60thi) day to receive: (1) continuation of continued Base Salary for a period of twenty-four year[s] following the Termination Date (24) months (the applicable period, the “Severance Period”), payable in such manner and at such times as (ii) for the Executive’s Base Salary was being paid immediately prior to such termination; (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 duration of 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsamount, if any, will be paid at the same time as other incentive compensation plan payments for the year in by which the termination occurs are paidCompany was subsidizing medical and dental insurance coverage for Executive and his eligible dependants immediately prior to Executive’s Termination Date, payable in all such cases in equal installments in accordance with the Company’s normal payroll practices, but no less frequently than monthly, commencing with the first ordinary Company payroll date following the Release Execution Period; and provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date if no delay associated with the Release Execution Period had been imposed. The Company shall provide Executive with the Release within five (c5) payments or benefits under other plans business days after the Termination Date. The parties agree that time is of the Company essence and each party agrees to work to complete the extent Release so that the plans provide prescribed time periods for benefits following a termination execution and revocation of employment. Notwithstanding the foregoing, Release under the payments and benefits described Age Discrimination in Section 3.5(b) above shall immediately terminate, and Employment Act will lapse before the Company shall have no further obligations to last day of the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this AgreementRelease Execution Period.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject In the event of such termination, then 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 on such sixtieth (60th) day to receive: (1) continuation an amount equal to the sum of (A) Base Salary for a period of twenty-four twelve (2412) months after termination and (the “Severance Period”)B) target Annual Cash Bonus, payable in substantially equal installments over such twelve month period in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; provided, that 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 Periodfirst anniversary of the date hereof, (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 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 occurs on or after July 1 of a fiscal year, any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan as Annual Cash Bonus had the Executive remained employed by the Company until the end of the such fiscal year during which the termination of employment occurs (prorated for based on the period number of active employment days employed during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments the Annual Cash Bonus would have been paid for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s ClubsClub, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause Employment Term, at any time effective upon time, without Cause. In the event the Executive is terminated without Cause, subject to Section 8, the Executive shall be entitled to receive: (i) any amounts earned, accrued or owing but not yet paid pursuant to Section 1 above, which shall be paid on the Termination Date; (ii) a cash payment in an amount equal to the greater of: (A) two (2) times the Executive’s receipt then-current Base Salary, or (B) the amount of notice the Executive’s then-current Base Salary multiplied by a fraction, the numerator of which is the number of months remaining in the Term (with any partial months rounded up to the next highest number), and the denominator of which is 12 (i.e., the total number of months in a calendar year); (iii) a cash payment in an amount equal to two (2) times the average Annual Bonus received by the Executive for the three (3) years preceding such termination. No , paid in a lump sum on the sixty-first (61st) day following the Executive’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); (iv) a continuation of all Benefit Coverages for which the Executive is eligible to participate as of the Termination Date in a fashion which is similar to those which the Executive is receiving immediately prior to the Termination Date (or reimbursement of the Executive’s expenses incurred in connection therewith) for a period of two (2) years after such termination without Cause; and (v) notwithstanding any provision to the contrary in the Entravision Communications Corporation 2004 Equity Incentive Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder), (A) immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other benefits shall be payable to or accrue equity incentives that vest solely based on the passage of time granted to the Executive in and outstanding immediately prior to the event Termination Date; and (B) vesting of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject any performance based equity incentives awarded to the Executive entering into a binding and irrevocable release outstanding immediately prior to the Termination Date, such vesting to occur in accordance with the terms of claims their applicable award agreements and separation agreement prepared by plans determined as if the Company Executive had not terminated employment with the Company. Amounts payable and benefits to be received pursuant to subsections (i), (ii), (iii), (iv) and (v) of the expiration on preceding sentence of this Section 4(d) will be collectively referred to herein as the “Severance Package.” Subject to Section 9, the amount payable under subsection (ii) shall be paid in twelve (12) equal monthly installments, commencing with the first payroll date that occurs coincident with or before following the 60th sixty-first (61st) day after the Executive’s “separation from service service” within the meaning of any period during which Section 409A of the Executive is entitled Code. Subject to revoke the releaseSection 9, the Executive each subsequent monthly installment shall thereafter be eligible paid on such sixtieth (60th) day to receive: (1) continuation a regularly scheduled payroll date of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s 's employment without Cause at any time without Cause, effective upon the Executive’s 's receipt of written notice of such termination. No compensation In the event Executive's employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive's termination of employment occurs; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive's termination of employment occurs, or (y) Executive's target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive's employment; and (aiv) all Earned Obligations; (b) Subject to Payment for her benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable 's health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that the Executive a termination under this Section 6.1 or under Section 6.3 (ian “Involuntary Termination”) becomes employed by Wal-Mart Storesoccurs on or before January 3, Inc.2018, Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 six (6) months in the event an Involuntary Termination occurs after January 3, 2018 and on or 5 of this Agreementbefore January 3, 2019, and (iii) twelve (12) months in the event an Involuntary Termination occurs after January 3, 2019.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that the Executive a termination under this Section 6.1 or under Section 6.3 (ian “Involuntary Termination”) becomes employed by Wal-Mart Storesoccurs on or before April , Inc.2018, Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 six (6) months in the event an Involuntary Termination occurs after April , 2018 and on or 5 of this Agreementbefore April , 2019, and (iii) twelve (12) months in the event an Involuntary Termination occurs after April , 2019.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive’s employment; and (aiv) all Earned Obligations; (b) Subject to Payment for his benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Executive’s employment with the Company may terminate be terminated at any time by the Company without Cause upon prior written notice. Subject to the Executive’s employment without Cause at any time effective upon continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than to pay or provide the Executive: (i) the Accrued Amounts; (ii) the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the sum of (x) the Executive’s receipt annual Base Salary (as in effect as of notice the date of such termination. No compensation or other benefits ) plus (y) the target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices (but off employee payroll) during the 12 month period following the Executive’s date of termination; provided, however, that no installment shall be payable to or accrue paid prior to the Executive in first payroll coincident with or next following the event of his/her termination without Cause except as follows: sixtieth (a60th) 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 date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth paid with the first installment paid to the Executive; (60thv) day subject to receive: (1x) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following notice to the Executive from the Company of the Executive’s COBRA rights and (y) the Executive’s timely payment of the COBRA premiums, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such termination; (2plan) and reimbursement by the Company of an amount that is equal (on an after-tax basis) to the difference between the Executive’s actual COBRA premium costs and the amount premium cost to the Executive would have paid had as if the Executive continued coverage as were an employee under of the CompanyCompany (excluding, for purposes of calculating cost, an employee’s applicable health plans without regard ability to the pay premiums with pre-tax benefits dollars) within 30 days following the Executive would have received under the BJExecutive’s Wholesale Clubpayment thereof, Inc. Flexible Benefits Plan subject to Section 8.2 hereof; provided that the Executive elects to continue to participate in the Company’s medical and/or dental plans is eligible and remains eligible for team members pursuant to a valid COBRA election (and if and only if such participation is legally and contractually permissible) coverage; and provided, howeverfurther, 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive obtains other employment that offers group health benefits, such reimbursement by the Company under this Section 4.4(v) shall immediately cease; and (ivi) becomes with respect to any outstanding stock option held by the Executive as of the date of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 12 month period commencing on the date of termination shall vest and become exercisable. In the event that the Executive is eligible to receive the severance benefits provided for by Wal-Mart Storesthis Section 4.4, Inc.the Executive shall not be eligible to receive severance benefits under any other Company plan, Costco Wholesale Corporation, Sam’s Clubspolicy, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementagreement.

Termination by the Company Without Cause. The by the Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt by Reason of notice Non-Renewal of such terminationAgreement Term, or by Executive for Good Reason. No compensation or other benefits shall be payable Subject to or accrue Section 5.3 below, in addition to the Executive payments and provisions under Section 5.1, in the event of his/her termination of Executive’s employment by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause except pursuant to Section 4.5, provided that Executive executes a release of claims substantially in the form attached hereto as followsExhibit A (the “Release”), which Release must be effective and irrevocable prior to the sixty (60th) day following the termination of the Executive's employment (the “Review Period”), the Company shall provide Executive with the following: (a) all Earned Obligations;twelve (12) months of Executive’s base salary in effect at the time of termination of employment, payable according to the Company’s payroll commencing on the first payroll date following the date the Release is effective and irrevocable (the “Payment Date”); and (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 releasewill, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four twelve (2412) months (the “Severance Period”), payable in such manner and at such times as the following Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the termination from employment, continue 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 participation in the Company’s medical and/or group health plan and dental plans for team members pursuant to a valid COBRA election (plan and if shall pay that portion of the premiums that the Company paid on behalf of Executive and only if such participation is legally and contractually permissible) and her dependents during Executive’s employment, provided, however, that if the Company’s obligations health insurance plan and/or dental plan does not permit such continued participation in such plan after Executive’s termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and her dependents during Executive’s employment, including any administrative fee, on Executive’s behalf for such twelve-month period; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue such health and dental benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a health insurance plan of the new employer. (For purposes of this clause 3.5(b)(2) Section 5.2(b), the term “Executive” shall (A) not extend beyond the Severance Periodinclude, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that the Executive receives similar coverage applicable, Executive’s spouse and benefits under the plans and programs any of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive her dependents covered under the Company’s annual incentive compensation group health plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation and/or dental plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company prior to the extent that the plans provide for benefits following a her termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.)

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject An amount equal to two (2) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior 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 fiscal year in which Executive’s separation from service termination of any period during which employment occurs; provided, however, that if Executive has been employed under the Executive is entitled to revoke terms of this Agreement for less than three (3) fiscal years as of the releasedate of such termination, the Executive bonus (y) to be included in this amount shall be eligible based on such sixtieth (60th) day to receive: (1) continuation the percentage of Base Salary for represented by the average Annual Bonus as a period percent of twenty-four the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (24y) months to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the “Severance Period”), Annual Bonus paid or payable in such manner and at such times as to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary was being paid immediately prior to as of the date of termination, such terminationamount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; (2iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; and (iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.”

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four twelve (2412) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3c) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment; and (d) any unvested stock incentives under the Company’s stock incentive plan will become immediately vested and available to Executive. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The If, during the Term, the Company may terminate the Executiveterminates Employee’s employment without other than for Cause at or the occurrence of Employee’s death or Disability, Employee shall be entitled to continue to receive (i) any time effective upon Bonus (if earned) relating to a fiscal year which was completed before the Executive’s receipt effectiveness of notice such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such termination. No compensation or other benefits shall be payable to or accrue , to the Executive in extent earned, pro-rated (based on a percentage defined by a fraction, the event numerator of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to which is the Executive entering into a binding number of days during the fiscal year prior and irrevocable release through the date of claims and separation agreement prepared by effectiveness of the Company termination, and the expiration on or before the 60th day after the Executive’s separation from service denominator of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth three hundred sixty-five (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”365)), payable following the completion and filing of the Company’s annual audited financial statements in respect of such manner fiscal year, and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2iii) an amount equal to twelve months of Employee’s Base Salary in effect as of the difference between date of effectiveness of such termination (in the Executivecase of clause (iii), Employee’s actual COBRA premium costs and the amount the Executive would have Base Salary will be paid had the Executive continued coverage as an employee under in periodic payments which correspond to the Company’s applicable health plans without regard to regular payroll periods) (the pre-tax benefits period during which Employee’s Base Salary will continue as provided in this Clause (iii), the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan “Post Employment Payment Period”); provided that the Executive elects to continue to participate any payments set out in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election clauses (and if and only if such participation is legally and contractually permissiblei), (ii) and provided, however, that the Company’s obligations under this clause 3.5(b)(2(iii) shall (A) only be made so long as Employee is not extend beyond the Severance Period, (B) in breach of this Agreement and shall be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that the Executive receives similar coverage net of appropriate tax and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employmentwithholdings. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and benefits described delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming such General Release is not revoked during such seven (7) day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 3.5(b6(c) above shall immediately terminate, and the or otherwise. The Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of Employee under this Agreement. Notwithstanding any other provision in this Agreement to the contrary, by notice to Employee during the Post-Employment Payment Period, the Company may elect to continue to pay Employee’s Base Salary for any additional period ending no later than the second anniversary of the effectiveness of termination of Employee’s employment hereunder by the Company without Cause (“Continuing Payment Period”).

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject An amount equal to 2 times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior 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 fiscal year in which Executive’s separation from service termination of any period during which employment occurs; provided, however, that if Executive has been employed under the Executive is entitled to revoke terms of this Agreement for less than three (3) fiscal years as of the releasedate of such termination, the Executive bonus (y) to be included in this amount shall be eligible based on such sixtieth (60th) day to receive: (1) continuation the percentage of Base Salary for a period represented by the average Annual Bonus received by Executive under the terms of twenty-four (24) months (the “Severance Period”), this Agreement; such amount shall be payable in such manner and at such times as equal monthly installments during the Executive’s Base Salary was being paid immediately prior to such terminationRestricted Period; (2iii) an A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in equal monthly installments during the Restricted Period; and (iv) An amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and 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 cost of a subsequent employer or entity or becomes eligible for similar continuation coverage under COBRA, payable on a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated monthly basis for the period of active employment during such fiscal year). All such amounts, if any, will be paid at ending on the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and second (c2nd) payments or benefits under other plans anniversary of the Company date of such termination; provided, that if prior to the extent that second (2nd) anniversary of the plans provide for date of such termination Executive is eligible to receive health insurance benefits following from a termination subsequent employer, payments under this subsection (iv) shall cease as of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) all Earned Obligations; (b) Subject to receipt by the Executive entering into Company of a binding and irrevocable release of claims and separation agreement prepared by the Company (the “Release”), executed by the Executive and delivered to the expiration on or before Company within thirty (30) days of the 60th day after date that the Company presents the Release to the Executive’s separation from service of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four eighteen (2418) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 if 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) ), an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had 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, 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the ExecutiveEmployee’s employment without Cause at any time without Cause, effective upon the ExecutiveEmployee’s receipt of written notice of such termination. No compensation In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Employee shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on paid at such sixtieth (60th) time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2 1/2 months following the last day to receive:of the fiscal year in which such termination occurred; (1iii) continuation Continued payment of Base Salary for a period of twenty-four (24) months (during the “Severance Period”)Term, payable in such manner and at such times as accordance with the ExecutiveCompany’s Base Salary was being paid immediately prior to such termination;regular payroll practices; and (2iv) an An amount (net of any applicable taxes) equal to the difference between “applicable percentage” of the Executive’s actual monthly COBRA premium costs cost that Employee (and the amount the Executive Employee’s covered dependents) would have paid had the Executive continued coverage as an employee under the Company’s applicable health plans without regard be required 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 pay to continue to participate in the Company’s medical and/or dental health plans for team members pursuant to a valid during the Severance Term, if they elected coverage (determined based on the COBRA election (and if and only if such participation is legally and contractually permissible) and premiums in effect as of the date of termination), payable in substantially equal monthly installments during the Severance Term; provided, however, that the Company’s obligations under payments pursuant to this clause 3.5(b)(2(iv) shall (A) not extend beyond cease earlier than the expiration of the Severance Period, (B) be eliminated if Term in the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent event that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or Employee becomes eligible for similar coverage under to receive any health benefits, including through a spouse’s employer; , during the Severance Term. The “applicable percentage” shall be the percentage of Employee’s (3and Employee’s covered dependents’) any amounts the Executive would have been entitled premium costs that Employee was required to receive under pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end health plans as of the fiscal year during which the termination date of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employmenttermination. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), and (iv) above shall immediately terminate, and the Company shall have no further obligations to the Executive Employee with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) Employee breaches any provision of Sections 4 the Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 9(d), Employee shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may shall have the right to terminate the Executive’s employment hereunder “without Cause at any time cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective upon on the Executive’s receipt of notice date specified in such notice. In the event of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by , the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the expiration on or before effective date of the 60th day after the Executive’s separation from service of any period during termination for which the Executive is entitled to revoke the release, the be reimbursed under Section 5 of this Agreement; (ii) pay Executive shall be eligible on such sixtieth (60th) day an amount per month equal to receive: (1) continuation one-twelfth of his then adjusted Base Salary for a the period commencing on the date following the date of twenty-four termination and ending on the date following the effective date of termination; (24iii) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) pay Executive an amount equal to a pro-rata portion of the difference Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months; and (iv) cause to become vested a pro-rata portion of the awards granted to Executive under Section 4.5 of the Existing Employment Agreement, equal to the quotient of (i) the number of full months that have transpired between the Executive’s actual COBRA premium costs Effective Date 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 Clubdate of termination, 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 divided by (and if and only if such participation is legally and contractually permissibleii) and 36; provided, however, that the Company’s without limiting any other remedy available hereunder, all 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in this Section 3.5(b) above 8.1 shall immediately terminate, and terminate upon a judge’s determination that Executive has breached the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, provisions of Section 6 or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement7 hereof.

Termination by the Company Without Cause. The by Executive for Good Reason or when a Triggering Event occurs following a Change in Control. In the event of a termination of Executive's employment by the Company may terminate without Cause during the Term, or by Executive for Good Reason during the Term, or when a Triggering Event occurs following a Change in Control, or if Executive’s successor is duly elected and qualified prior to the termination of Executive’s employment without Cause at any time effective upon in accordance with Section 3 of this Agreement, Executive shall receive the Executive’s receipt of notice of such terminationpayments provided for in Section 3.6(a)(i)(ii) and (iii). No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsIn addition: (ai) 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 on such sixtieth (60th) day entitled to receive: (1) continuation receive payment equal to the amount of his Base Salary for a period of twenty-four (24) months (at the “Severance Period”), payable rate in such manner and at such times as the Executive’s Base Salary was being paid effect immediately prior to such his termination; ). Such Base Salary payment shall be made in twelve equal installments, without interest, on a monthly basis for twelve (212) an amount equal to consecutive months. The first payment shall be made during the difference between the next usual pay period following 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 's termination date; provided, however, that if at the time of Executive's termination for Good Reason, if Section 409A is triggered and if Executive or Company would be subject to liability or other penalty for failure to comply with 409A, and if the Employee is a "specified employee" as defined in Section 409A of the Code, then the Company will make the payments consistent with Section 409A. Executive must receive payments on the Company’s obligations under 's regularly scheduled pay dates, as set forth in 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminateparagraph, and the Company shall have no further obligations make such payments to the Executive extent permitted by Section 409A and any other applicable law or regulation in order to fulfill the obligations of this paragraph. If 409A is not triggered, payments will not be controlled or limited by 409A. All rights to exercise any outstanding award of stock options or stock appreciation rights with respect theretoto the Company's common stock, or shares of restricted stock, held by Executive at the date of termination shall be governed by the terms of the applicable plan under which such award was granted. Notwithstanding anything to the contrary in this Section 3.6 (d)(ii), in the event that case of termination due to the occurrence of a Triggering Event following a Change in Control, Executive (i) becomes employed by Walshall be entitled to an immediate vesting of all non-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or vested options and any other equity grants and an immediate removal of their respective subsidiaries or affiliates; or any trading restrictions on restricted stock. (ii) breaches For the one-year period following the date of termination, Executive shall have the right to continue his participation in such retirement and other benefit plans and programs of the Company generally available from time to time to employees of the Company in which Executive was enrolled and/or participating on the date of termination, to the extent, and under the terms and conditions, permitted by the applicable plan or program, and subject to any provision of Sections 4 subsequent modifications or 5 of this Agreementamendments to any such plan or program.

Termination by the Company Without Cause. (a) The Company may terminate the Executive’s employment without Cause at any time effective upon time, for whatever reason it deems appropriate or without reason; provided, however, that in the event that such termination is not pursuant to Section 4.1 (Death); Section 4.2 (Disability); Section 4.3 (Due Cause); Section 4.5 (Voluntary Termination); or Section 4.6 (Retirement), the Company shall pay to the Executive the Base Salary (at the annual rate then in effect) and Vacation accrued through the Termination Date and the bonus provided for in Section 3.2 for the Termination Year (as well as any then earned but unpaid bonus for the year preceding the Termination Year, if applicable). (b) In addition to the payments described in Section 4.4(a), the Company shall pay to the Executive, on the date that is six (6) months and one day after the Termination Date, a lump sum in an amount equal to ( ) months ( ( ) months if the Termination Date is during a Change in Control Period) of the monthly Base Salary and an additional bonus payment equal to ( ) times ( ( ) times, if the Termination Date is during a Change in Control Period) the Target Bonus for the Termination Year (collectively, the “Severance Payment”). In addition, the Company shall for ( ) months ( ( ) months if the Termination Date is during a Change in Control Period) following the Termination Date, (i) reimburse the Executive for the Executive’s receipt reasonable costs of notice of such termination. No compensation or other benefits medical and dental coverage as provided under COBRA (which shall be payable to or accrue extended by ( ) months if the Termination Date is during a Change in Control Period), (ii) reimburse the Executive for the Executive’s reasonable costs incurred in maintaining the Executive’s life and disability coverage, and (iii) reimburse the Executive for similar, applicable benefits granted to the Executive in Section 3.4, each at levels substantially equivalent to those provided by the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject Company to the Executive entering into a binding and irrevocable release immediately prior to the termination of claims and separation agreement prepared by employment (including such other benefits as shall be provided to senior corporate officers of the Company in lieu of such benefits from time to time during the ( ) or ( ) month payment period, as applicable), on the same basis, including the Company’s payment of premiums and contributions, as such benefits are provided to other senior corporate officers of the expiration on Company or were provided to the Executive prior to the termination; provided, however, that no further contribution to the SERP shall be made to the benefit of the Executive following the Termination Date, in accordance with the SERP’s terms. Reimbursements of expenses which provide for nonqualified deferred compensation under Code Section 409A, if any, shall not be paid before the 60th six (6) months and one day after the Executive’s separation from service Termination Date. The amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any period during other taxable year. Reimbursements shall be paid on or before the last day of the Executive’s taxable year following the taxable year in which the Executive expense was incurred. The right to reimbursement hereunder is entitled not subject to revoke the releaseliquidation or exchange for another benefit. In addition, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24( ) months (the “Severance Period”), payable in such manner and at such times as immediately following the Executive’s Base Salary was being paid immediately prior Termination Date, the Executive will be provided with outplacement services commensurate with those provided to such termination; (2) an amount equal to other senior corporate officers of the difference between Company through a vendor selected by the Company. Except as otherwise provided under this Agreement, the rights and benefits of the Executive or the Executive’s actual COBRA premium costs and the amount the Executive would have paid had the Executive continued coverage as an employee transferee 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 benefit plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until shall be determined in accordance with the end provisions of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; andplans and programs. (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto4.4(b), in the event that the Executive (i) becomes employed by Walthe Executive is not a Specified Employee, then the Company shall pay to the Executive the Severance Payment within forty-Mart Storesfive (45) days from the Termination Date and the six (6) month delay for reimbursements shall cease to apply, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches the Executive is a Specified Employee and the death of the Executive occurs within six (6) months following the Termination Date, the Company shall pay to the Executive’s estate any provision unpaid portion of Sections 4 the amounts due to be paid to the Executive pursuant to Section 4.4(b) within forty-five (45) days following the Executive’s death. If the Executive’s estate or 5 legal representative fails to notify the Company of the death of the Executive such that the Company is unable to make timely payment hereunder, then the Company shall not be treated as in breach of this AgreementAgreement and shall not be liable to the estate or legal representative for any losses, damages, or other claims resulting from such late payment. (d) Notwithstanding anything in this Agreement to the contrary, the Executive shall not be entitled to any payments under Section 4.4(b) unless the Executive has first duly and timely executed (and not revoked) a form of mutual agreement and general release acceptable to the Company releasing both the Company and the Executive from certain claims the other party may have in connection with the Executive’s employment with the Company and the termination thereof, to the extent permitted by law.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment; and (d) any unvested stock incentives under the Company’s stock incentive plan will become immediately vested and available to Executive. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No In the event Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to two (2) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or other benefits payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive’s employment; and (aiv) all Earned Obligations; (b) Subject to Payment for his benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of thirty (30) days’ written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and paid at such times as the Executive’s Base Salary was being time annual bonuses are paid immediately prior to such termination; (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 other senior executives of the Company’s applicable health plans without regard to , but in no event later than the pre-tax benefits date that is 21/2 months following 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end last day of the fiscal year during in which such termination occurred; (iii) Subject to achievement of the termination of employment occurs (prorated applicable performance conditions for the period fiscal year of active employment the Company in which Executive’s termination occurs, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year). All , such amounts, if any, will amount to be paid at the same time as other incentive compensation plan payments for it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company in which such termination occurred; (iv) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (v) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Executive an amount equal to the monthly COBRA premium cost; provided that the payments pursuant to this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. In the event that the Company’s payment of the premium would result in a violation of the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code and, to the extent that Executive incurs any additional tax liability as a result of the plans provide for benefits following a termination payment of employmentsuch premiums by the Company, he shall receive an additional payment in cash, such that he is put in the same after-tax position as if no such additional tax liability had been incurred. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may shall have the right to terminate the Executive’s employment hereunder “without Cause at any time cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective upon on the Executive’s receipt of notice date specified in such notice. In the event of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by , the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the expiration on or before effective date of the 60th day after the Executive’s separation from service of any period during termination for which the Executive is entitled to revoke the releasebe reimbursed under Section 5 of this Agreement, the (ii) pay Executive shall be eligible on such sixtieth (60th) day an amount per month equal to receive: one-twelfth of (1) continuation of his then adjusted Base Salary plus (2) the higher of target bonus set by the Board that he would have otherwise received (but for a such termination) for the year in which such termination occurred or his Bonus for the immediately preceding year for the period commencing on the date following the date of twenty-four termination and ending on the date which is twelve (2412) months following the effective date of termination; and (iii) either continue to provide Executive with healthcare coverage under the “Severance Period”), payable plan in such manner and at such times as the Executive’s Base Salary was being paid which Executive participates immediately prior to the effective date of such termination; termination (2where Executive remains eligible to participate, and in accordance with the terms thereof) an amount equal or in the event Executive no longer remains eligible to the difference between the Executive’s actual COBRA premium costs and participate under such healthcare plan, to reimburse Executive for the amount of the Executive premium Company would have paid for Executive’s healthcare coverage had Executive remained employed hereunder, in each case until (A) the Executive continued date which is twelve (12) months following the effective date of termination or (B) the commencement of Executive’s coverage as an employee under the Companyanother employer’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 healthcare plan; provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond the Severance Periodwithout limiting any other remedy available hereunder, (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan all payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in the Section 3.5(b) above 8.1 shall immediately terminate, and terminate upon an arbitrator’s or judge’s determination that Executive has breached the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, provisions of Section 6 or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement7 hereof.

Termination by the Company Without Cause. The Company may terminate the Executive’s 's employment without Cause at any time without Cause, effective upon the Executive’s 's receipt of written notice of such termination. No compensation In the event Executive's employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive's termination of employment occurs; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive's termination of employment occurs, or (y) Executive's target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive's employment; and (aiv) all Earned Obligations; (b) Subject to Payment for his benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable 's health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Executive’s employment with the Company may terminate be terminated at any time by the Company without Cause. If the Company terminates Executive’s employment without Cause at Cause, the Company shall have the following obligations to Executive (but excluding any time effective upon other obligation to Executive pursuant to this Agreement): (i) The continuation of his Base Salary, as severance, for a period (the Executive’s receipt “Applicable Period”) of notice one year from for each completed year of such termination. No compensation service with the Company, provided that the Applicable Period shall in no event be less than one year or other benefits shall be more than three years (payable to or accrue to in accordance with the Executive third sentence of Section 2.1) and provided further that in the event that such a termination occurs following a Change of his/her termination Control of the Company (as defined in the Equity Plan) prior to the second anniversary of the Employment Commencement Date, the Applicable Period shall be no less than two years, provided that the Base Salary for the first six months of the Applicable Period shall be paid to Executive in a lump sum at the end of such six-month period in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided further that such delay in payment will not apply to the extent that guidance issued under Section 409A allows payment to be made when otherwise due without Cause except as follows: (a) all Earned Obligationssubjection the Executive to additional taxes under Section 409A; (bii) Subject If Executive timely elects to continue his health insurance pursuant to COBRA, the Company shall pay that portion of the premium that it pays for active employees with similar coverage during the Applicable Period, but in no event longer than 18 months or, if earlier, until such time as Executive is eligible for comparable coverage with a subsequent employer; provided that Executive shall pay the amount of the employer portion of the applicable premiums for the first six months of the Severance Period, which amount will be reimbursed to him in a lump sum at the end of such six-month period, provided further that the Executive shall not be required to pay the employer portion of the premiums for the first six months of the Severance Period to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared extent that guidance under Section 409A allows such premiums to be paid by the Company without subjecting the Executive to additional taxes under Section 409A. Executive shall promptly notify the Company if he becomes eligible for comparable coverage; and (iii) The Option shall remain outstanding and continue to vest, and shall otherwise be treated for purposes of the terms and conditions thereof, as if Executive remained in the employ of the Company through the next vesting date applicable to the Option, provided that if Executive’s employment is terminated by the Company without Cause following the completion of two years of service, the Option shall remain outstanding and continue to vest through the next two applicable vesting dates (to the extent not vested at the time of termination). (iv) That portion of the Restricted Stock that would have vested on the next vesting date following the date of termination shall be deemed vested on the date of termination and the expiration on or before the 60th day after the portion of such restrictions shall lapse, provided that if Executive’s separation from service employment is terminated by the Company without Cause following the completion of any period during which two years of service, that portion of the Executive is entitled to revoke Restricted Stock that would have vested on the release, the Executive shall be eligible on such sixtieth next two applicable vesting dates (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between extent not vested at the Executive’s actual COBRA premium costs time of termination) shall vest 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 restrictions thereon shall lapse. 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 continuation of such salary and benefits under and the plans continued vesting and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end exercisability of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans Option and acceleration of the Company to Restricted Stock shall cease on the extent occurrence of any circumstance or event that would constitute Cause under Section 5.1 of this Agreement (including any breach of the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described covenants contained in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement6 below).

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject An amount equal 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 on such sixtieth (60th) day to receive: one (1) continuation times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary for represented by the average Annual Bonus as a period percent of twenty-four the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (24y) months to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the “Severance Period”), Annual Bonus paid or payable in such manner and at such times as to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary was being paid immediately prior to as of the date of termination, such terminationamount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; (2iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; and (iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.”

Termination by the Company Without Cause. The Company may terminate the ExecutiveEmployee’s employment without Cause at any time without Cause, effective upon the ExecutiveEmployee’s receipt of written notice of such termination. No compensation In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Employee shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on paid at such sixtieth (60th) time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2 1/2 months following the last day to receive:of the fiscal year in which such termination occurred; (1iii) continuation Continued payment of Base Salary for a period of twenty-four (24) months (during the “Severance Period”)Term, payable in such manner and at such times as accordance with the ExecutiveCompany’s Base Salary was being paid immediately prior to such terminationregular payroll practices; (2iv) an An amount (net of any applicable taxes) equal to the difference between “applicable percentage” of the Executive’s actual monthly COBRA premium costs cost that Employee (and the amount the Executive Employee’s covered dependents) would have paid had the Executive continued coverage as an employee under the Company’s applicable health plans without regard be required 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 pay to continue to participate in the Company’s medical and/or dental health plans for team members pursuant to a valid during the Severance Term, if they elected coverage (determined based on the COBRA election (and if and only if such participation is legally and contractually permissible) and premiums in effect as of the date of termination), payable in substantially equal monthly installments during the Severance Term; provided, however, that the Company’s obligations under payments pursuant to this clause 3.5(b)(2(iv) shall (A) not extend beyond cease earlier than the expiration of the Severance Period, (B) be eliminated if Term in the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent event that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or Employee becomes eligible for similar coverage under to receive any health benefits, including through a spouse’s employer; , during the Severance Term. The “applicable percentage” shall be the percentage of Employee’s (3and Employee’s covered dependents’) any amounts the Executive would have been entitled premium costs that Employee was required to receive under pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end health plans as of the fiscal year during which the termination date of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paidtermination; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations;; and (bii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred; and (iii) Subject to achievement of the Executive entering into a binding and irrevocable release applicable performance conditions for the fiscal year of claims and separation agreement prepared the Company in which Executive’s termination occurs, as determined by the Company and Compensation Committee, payment of the expiration on or before Annual Bonus that would otherwise have been earned in respect of the 60th fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, which amount shall be paid at such time annual bonuses are paid to other senior executive officers of the Company, but in no event later than the date that is 2½ months following the last day after of the fiscal year in which such termination occurred; and (iv) A lump sum payment equal to the Severance Multiplier multiplied by the sum of (x) Executive’s separation from service of any period during then-current Base Salary and (y) Executive’s target Annual Bonus for the fiscal year in which the Executive is entitled to revoke the releasedate of termination occurs (or if such target Annual Bonus has not yet been established for such fiscal year, the Executive shall be eligible on target Annual Bonus for the fiscal year prior to the year in which the date of termination occurs), payable as soon as reasonably practicable following the date of termination, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such sixtieth (60th) day to receive:termination occurred; and (1v) To the extent permitted by applicable law without any tax or penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation of Base Salary coverage under the Company’s group health plan, for a period of twenty-four (24) months (following the “Severance Period”), payable in such manner and at such times as the date of termination of Executive’s Base Salary was being paid immediately prior to employment, on the first regularly scheduled payroll date of each month during such termination; twenty-four (224) month period, the Company will pay Executive an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost for current coverage 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 payments pursuant to this clause 3.5(b)(2(iv) shall cease earlier than the expiration of the twenty-four (A24) not extend beyond month period in the Severance Period, (B) be eliminated if event that Executive becomes eligible to receive comparable health benefits through a new employer. In the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent event that the provision of the continued coverage described herein is legally prohibited, or could subject either the Company or Executive receives similar to any tax or penalty, after consulting with Executive, the Company shall be permitted to modify such coverage so as to comply with applicable law and benefits under the plans and programs of a subsequent employer avoid any such tax or entity or becomes eligible for similar coverage under a spouse’s employerpenalty; (3vi) Any service-based vesting or service requirements with respect to any amounts the equity grant and other long-term incentive award previously granted to Executive and then outstanding that would have been entitled vested during a number of months following the date of termination of Executive’s employment equal to receive under the Company’s annual incentive compensation plan had the Executive remained employed Severance Multiplier multiplied by the Company until the end twelve (12) shall become vested and non-forfeitable as of the fiscal year during which date of termination of Executive’s employment; provided, that in the event the termination of Executive’s employment occurs follows a Change of Control, any service-based vesting or service requirements with respect to any equity grant and other long-term incentive award previously granted to Executive and then outstanding shall become fully vested and non-forfeitable as of the date of termination of Executive’s employment; (prorated vii) Any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of active employment during such fiscal yearthe applicable performance period through the date of termination of Executive’s employment). All such amounts, if any, will be paid at based on the same time as other incentive compensation plan payments actual performance for the year applicable performance period , and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which the termination occurs are paidsuch awards were granted; and (cviii) payments or benefits under other plans of Outplacement services at a level commensurate with Executive’s position in accordance with the Company Company’s practices as in effect from time to the extent that the plans provide for benefits following a termination of employmenttime. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv), (v) (vi), (vii) and (viii) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to two (2) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive’s employment; and (aiv) all Earned Obligations; (b) Subject to Payment for his benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause upon provision on one month’s notice (the “Notice Period”) (such Notice Period, at the option of the Company, being satisfied by a payment in lien of notice), being effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations;; and (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and paid at such times as the Executive’s Base Salary was being time annual bonuses are paid immediately prior to such termination; (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 other senior executives of the Company’s applicable health plans without regard to , but in no event later than the pre-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided date 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; three (3) any amounts months following the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end last day of the fiscal year during in which such termination occurred; and (iii) Subject to achievement of the termination of employment occurs (prorated applicable performance conditions for the period fiscal year of active employment the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year). All such amounts, if any, will which amount shall be paid at such time annual bonuses arc paid to other senior executive officers of the same time as other incentive compensation plan payments for Company, but in no event later than the date that is 3 (three) months following the last day of the fiscal year in which the such termination occurs are paidoccurred; and (civ) payments A lump sum payment equal to six (6) months Base Salary; and (v) Any service-based vesting or benefits under service requirements with respect to any equity grant and other plans long-term incentive award previously granted to Executive and then outstanding that would have vested during a number of months following the date of termination of Executive’s employment equal to the Severance Multiplier multiplied by twelve (12) shall become vested and non-forfeitable as of the Company date of termination of Executive’s employment; provided, that in the event the termination of Executive’s employment follows a Change of Control, any service-based vesting or service requirements with respect to any equity gram and other long-term incentive award previously granted to Executive and then outstanding shall become fully vested and nonforfeitable as of the extent date of termination of Executive’s employment; Any performance-based equity grant and other long-term incentive award previously granted to Executive and then outstanding that has not been earned as of the plans provide date of termination of Executive’s employment, shall remain outstanding through the last day of the applicable performance period, without regard for benefits following a the termination of employment, and shall be earned at a pro-rata amount (based on the period from the commencement of the applicable performance period through the date of termination of Executive’s employment), based on the actual performance for the applicable performance period , and, in other respects, such awards shall be governed by the plans, programs, agreements, or other documents, as applicable, pursuant to which such awards were granted; and Outplacement services at a level commensurate with Executive’s position in accordance with the Company’s practices as in effect from time to time. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv), (v) (vi), (vii) and (viii) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to 2.99 times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive’s employment; and (aiv) all Earned Obligations; (b) Subject to Payment for his benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s 's employment without Cause at any time effective upon Cause. If the Executive’s receipt 's employment with the Company is terminated without Cause (excluding any termination due to the Executive's death or Disability), then the Company will pay the Executive: (A) all Accrued Compensation; (B) any deferred compensation; (C) a severance payment equal to 1.5 times the sum of notice of such terminationthe Executive's highest Base Salary during the three-year period immediately preceding the Termination Date (or during the period the Executive was employed by the Company, if shorter than three years). No compensation or other benefits The severance pay provided for in this section shall be payable to or accrue paid to the Executive in eighteen (18) equal monthly installments on the event first business day of his/her termination without Cause each month following the Termination Date except as follows: (a) all Earned Obligations; (b) Subject to that the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by first payment shall not be sooner than the Company and eighth day following the expiration date on or before the 60th day after the Executive’s separation from service of any period during which the Executive is entitled delivers to revoke the releaseCompany the release referred to in Section 7(b)(ii)(F) below. (D) directly, or by reimbursing the Executive for, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) monthly premium for continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 's health plans without regard and dental insurance plans, to the pre-tax benefits same extent that such insurance is provided to persons currently employed by the Executive would have received under the BJ’s Wholesale ClubCompany, Inc. Flexible Benefits Plan provided that the Executive elects makes a timely election for such continuation coverage under the Consolidate Omnibus Budget Reconciliation Act of 1985 ("COBRA"). The "qualifying event" under COBRA shall be deemed to have occurred on the Termination Date. The Company's obligation under this paragraph shall end 18 months after the Termination Date or at such earlier date as the Executive becomes eligible for comparable coverage under another employer's group coverage. The Executive agrees to notify the Company promptly and in writing of any new employment and to make full disclosure to the Company of the health and dental insurance coverage available to him through such new employment. (E) directly, or by reimbursing the Executive for, the monthly premium to continue the life insurance provided for in Section 6(b) for 18 months following the Termination Date. (F) The Company shall not be obligated to participate make the payments otherwise provided for in Sections 7(b)(ii)(B), (C), (D) and (E) unless the Executive provides to the Company’s medical and/or dental plans , and does not revoke, a general release of claims in a form satisfactory to the Company. (G) The Company shall not be obligated to make the payments otherwise provided for team members in Sections 7(b)(ii)(B), (C), (D) and (E) upon a good faith finding by the Board of a material breach of the Confidentiality, Non-Competition/Non-Solicitation and Work Product Agreement incorporated by reference by Section 8 herein and the Executive shall return all previous payments made to him pursuant to a valid COBRA election Sections 7(b)(ii)(B), (and if and only if such participation is legally and contractually permissibleC), (D) and provided(E) after the date on which the Executive materially breached the Confidentiality, however, that Non-Competition/Non-Solicitation and Work Product Agreement incorporated by Section 8. (H) Notwithstanding any other provision with respect to the Company’s obligations timing of payments under this clause 3.5(b)(2) shall (A) not extend beyond the Severance PeriodSections 7(b)(ii)(B), (BC), (D) be eliminated if the Executive discontinues COBRA benefits or and (C) be reduced or eliminated E), to the extent that the Executive receives similar coverage and benefits under is deemed to be a "key employee" within the plans and programs meaning of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) Code Section 416(i), any amounts payments to which the Executive would have been may become entitled to receive under Sections 7(b)(ii) (B), (C), (D) and (E) will not commence until the Company’s annual incentive compensation plan had first business day of the seventh month following the Termination Date, at which time the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will shall be paid at the same time as other incentive compensation plan an aggregate amount equal to seven monthly payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations otherwise due to the Executive with respect theretounder the terms of Sections 7(b)(ii)(B), in (C), (D) and (E). Commencing on the event that first business day of the eighth month following the Termination Date and continuing each month thereafter, the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision shall be paid the regular monthly payment otherwise due to the Executive in accordance with the terms of Sections 4 or 5 of this Agreement7(b)(ii) (B), (C), (D) and (E).

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation or other benefits If Executive’s employment is terminated by the Company without Cause and Executive complies with Section 7(h) hereof, Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned ObligationsThe Accrued Rights; (bii) Subject An amount equal to the Executive entering into a binding and irrevocable release greater of claims and separation agreement prepared by (x) the Company and the expiration on or before the 60th day after the Executive’s separation from service sum of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such terminationfor the years remaining in his Term of Employment, or (y) the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus; (2iii) an amount equal Any unpaid amounts remaining under the Transaction Cash Bonus; (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted; (v) Subject to the difference between the Executive’s actual election of COBRA premium costs and the amount the Executive would have paid had the Executive continued continuation coverage as an employee under the Company’s applicable group health plans without regard to plan, the pre-tax benefits Company shall cover the premium cost of such coverage monthly for the lesser of eighteen months following the Date of Termination or until the Executive would have received under no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that premium cost will terminate if the Executive elects becomes eligible to continue to participate in obtain benefits under a subsequent employer’s benefit plan, and (vi) At 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 permissibleexpense, continuation of the benefits in Section 5(b) and provided, however, that until the Company’s obligations under this clause 3.5(b)(2) shall later or (A) not extend beyond one year from the Severance Period, Date of Termination or (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination Term of employment occurs (prorated for the period of active employment during such fiscal year)Employment. All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the The payments and benefits described in Section 3.5(bclauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the if Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) materially breaches any provision of Sections 4 the Restrictive Covenants contained in Appendix B attached hereto. Following the Date of Termination of Executive pursuant to this Section7 (d), except as set forth in Section 7(d) and Section 14, Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that the Executive a termination under this Section 6.1 or under Section 6.3 (ian “Involuntary Termination”) becomes employed by Wal-Mart Storesoccurs on or before February 19, Inc.2019, Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 six (6) months in the event an Involuntary Termination occurs after February 19, 2019 and on or 5 of this Agreementbefore February 19, 2020, and (iii) twelve (12) months in the event an Involuntary Termination occurs after February 19, 2020.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that the Executive a termination under this Section 6.1 or under Section 6.3 (ian “Involuntary Termination”) becomes employed by Wal-Mart Storesoccurs on or before January , Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or 2019 (ii) breaches any provision of Sections 4 six (6) months in the event an Involuntary Termination occurs after January , 2019 and on or 5 of this Agreementbefore January , 2020, and (iii) twelve (12) months in the event an Involuntary Termination occurs after January , 2020.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability) and Executive complies with Section 7(g) hereof, Executive shall be payable entitled to: (i) The Accrued Rights; (ii) An amount equal to 2.99 multiplied by the sum of (x) Base Salary and (y) the Target Annual Bonus, such amount to be paid in a lump sum as provided under (g) or accrue such later date as Section 13 may provide; (iii) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any time-based restricted stock awards previously granted; and (iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any stock options previously granted; and (v) Accelerated vesting of pro-rated portion of the target number of unvested performance shares and performance share units previously granted (irrespective of performance). Proration will be based on the number of days in the applicable performance period prior to the Executive Termination Date relative to the number of the days in the event of his/her full performance period (provided that the acceleration will not be reduced for proration if the termination without Cause except as follows:or termination for Good Reason occurs within twelve (12) months following the closing of a Change in Control); and (a) all Earned Obligations; (bvi) 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 election of any period COBRA continuation coverage under the Company’s group health plan, payment, on the first regularly scheduled payroll date of each month during which the Executive is entitled to revoke twelve months following the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation Date of Base Salary for a period of twenty-four (24) months Termination (the “Severance Coverage Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) of an amount equal to the difference between the Executive’s actual monthly COBRA premium costs cost and the amount monthly contribution paid by active employees for 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 same coverage; provided, however, that the Company’s obligations under payments described in this clause 3.5(b)(2(v) shall (A) not extend beyond cease earlier than the Severance Period, (B) be eliminated if expiration of the Coverage Period in the event that Executive discontinues COBRA becomes eligible to receive any health benefits as a result of subsequent employment or (C) be reduced or eliminated to service during the extent Coverage Period and provided further that the Executive receives similar coverage and benefits under Company may end its payment of premiums earlier (but not Executive’s eligibility for COBRA) if it reasonably determines that applicable laws or regulations are likely to cause the plans and programs payment of a subsequent employer these premiums to trigger taxes or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by penalties on the Company until or other medical plan participants or to Executive (beyond, if taxable to Executive, the end tax to him on the amount of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearpremiums). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), and (iv) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Restrictive Covenants contained in Appendix B attached hereto. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7(d), Executive shall have no further rights to any compensation or 5 any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Accrued Rights and the Severance Benefits. For purposes of this AgreementSection 7(d), if the Spinoff does not occur on or before December 31, 2017, the Company will terminate Executive’s employment and treat such termination as termination without Cause.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment under this Agreement without Cause at any time effective upon the Executive’s receipt of notice of such terminationwith ninety (90) calendar days’ prior written notice. No compensation or other benefits shall be payable to or accrue to the Executive However, in the event of his/her Executive’s Separation from Service (as defined in Section 9(a) below) as a result of Executive’s termination by the Company without Cause except as followsat any time during the Term, then, subject to the provisions of Section 9 below, the Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (ai) all Earned Obligations; (bA) Subject to if such termination occurs during 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 releaseInitial Term, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the two (2) times Executive’s actual COBRA premium costs then-prevailing Base Salary, 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 B) if such participation is legally and contractually permissibletermination occurs after the Initial Term, an amount equal to one (1) and provided, however, that the Companytimes Executive’s obligations under this clause 3.5(b)(2then-prevailing Base Salary; plus (ii) shall (A) not extend beyond if such termination occurs during the Severance PeriodInitial Term, twenty-four months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes is eligible for similar coverage under a spouse’s employer;COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (3iii) if Executive holds any amounts outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards with respect to the Executive would have been entitled to receive under securities of the Company’s annual incentive compensation plan had ) that are not fully vested and, if applicable, exercisable with respect to all the Executive remained employed by shares subject thereto effective immediately prior to the date of termination, then the Company until shall cause all such outstanding and unvested long-term incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the end date of termination, and Executive shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsplans, if any, will be paid at the same time as other incentive compensation plan payments for the year in under which the termination occurs are paid; and (c) payments or benefits under other plans of the they were granted and any applicable agreements between The Company to the extent that the plans provide for benefits following a termination of employmentand Executive. Notwithstanding the foregoing, the payments and benefits The amounts described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive paragraph (i) becomes employed by Wal-Mart Storesshall be paid in two equal lump sum installments, Inc.subject to applicable tax withholding, Costco Wholesale Corporationwith the first installment to be made within sixty (60) days following the date of Executive’s Separation from Service and the second installment to be made on the first anniversary of Executive’s Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, Samas amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s Clubsright to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, or any of their respective subsidiaries or affiliates; or (ii) breaches accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision of Sections 4 or 5 of to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (55th) day following the date of Executive’s Separation from Service, Executive has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any applicable revocation period has expired.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four twelve (2412) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan MIP had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan MIP payments for the year in which the termination occurs are paid; and (3) if 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), an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the Executive would have paid had 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, 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 Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (c) any payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment; and (d) any unvested stock incentives under the Company’s stock incentive plan will become immediately vested and available to Executive. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s 's employment without Cause at any time without Cause, effective upon the Executive’s 's receipt of written notice of such termination. No compensation In the event Executive's employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject An amount equal 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 on such sixtieth (60th) day to receive: one (1) continuation times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive's termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus (y) to be included in this amount shall be based on the percentage of Base Salary for represented by the average Annual Bonus as a period percent of twenty-four (24) months (the “Severance Period”), corresponding average annual compensation received by Executive under the terms of this Agreement; such amount shall be payable in such manner and at such times as equal monthly installments during the Executive’s Base Salary was being paid immediately prior to such terminationRestricted Period; (2iii) an A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive's termination of employment occurs, or (y) Executive's target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in equal monthly installments during the Restricted Period; and (iv) An amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable 's health plans without regard benefit plan immediately prior to such termination and 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 cost of a subsequent employer or entity or becomes eligible for similar continuation coverage under COBRA, payable on a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated monthly basis for the period of active employment during such fiscal year). All such amounts, if any, will be paid at ending on the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans expiration of the Company Restricted Period; provided, that if prior to the extent that expiration of the plans provide for Restricted Period Executive is eligible to receive health insurance benefits following from a termination subsequent employer, payments under this subsection (iv) shall cease as of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment under this Agreement without Cause at any time effective upon the Executive’s receipt of notice of such terminationwith ninety (90) calendar days’ prior written notice. No compensation or other benefits shall be payable to or accrue to the Executive However, in the event of his/her Executive’s Separation from Service (as defined in Section 9(a) below) as a result of Executive’s termination by the Company without Cause except as followsat any time during the Term, then, subject to the provisions of Section 9 below, the Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (ai) all Earned Obligations; (bA) Subject to if such termination occurs during 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 releaseInitial Term, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the one and one half (1.5) times Executive’s actual COBRA premium costs then-prevailing Base Salary, 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 B) if such participation is legally and contractually permissibletermination occurs after the Initial Term, an amount equal to one (1) and provided, however, that the Companytimes Executive’s obligations under this clause 3.5(b)(2then-prevailing Base Salary; plus (ii) shall (A) not extend beyond if such termination occurs during the Severance PeriodInitial Term, eighteen months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (iii) if Executive holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar coverage under a spouse’s employer; awards with respect to the securities of the Company) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause all such outstanding and unvested long-term incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Executive shall have three (3) months from the date of termination to exercise any amounts incentive stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end terms and conditions of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsplans, if any, will be paid at the same time as other incentive compensation plan payments for the year in under which the termination occurs are paid; and (c) payments or benefits under other plans of they were granted and any applicable agreements between the Company to the extent that the plans provide for benefits following a termination of employmentand Executive. Notwithstanding the foregoing, the payments and benefits The amounts described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive paragraph (i) becomes employed by Wal-Mart Storesshall be paid in two equal lump sum installments, Inc.subject to applicable tax withholding, Costco Wholesale Corporationwith the first installment to be made within sixty (60) days following the date of Executive’s Separation from Service and the second installment to be made on the first anniversary of Executive’s Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, Samas amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s Clubsright to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, or any of their respective subsidiaries or affiliates; or (ii) breaches accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision of Sections 4 or 5 of to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (55th) day following the date of Executive’s Separation from Service, Executive has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any applicable revocation period has expired.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment services hereunder without Cause at any time effective upon written notice to the Executive. In such event, the Executive’s receipt employment hereunder shall terminate on the effective date specified in the notice. In the event the Executive’s services hereunder are terminated by the Company without Cause, provided that the Executive enters into a Separation Agreement and Release of notice the Company and related parties substantially similar to the form attached hereto as Exhibit A, the Company shall: (i) pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus two (2) times his Performance Bonus target for the year in which such terminationtermination occurs, and (ii) to the extent permitted by the Company’s benefit plans, provide the benefits set forth in Section 3(e) then provided to the Executive for a period of 24 months following the Executive’s termination pursuant to this Section 4(e), provided that, to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive, within thirty (30) days after the discontinuation of any such benefit(s), a lump sum payment of reasonably equivalent value to the discontinued benefit(s). No compensation or other benefits The entire amount payable under subsection (i) above shall be payable to or accrue paid to the Executive in the event of his/her termination without Cause except as follows: one lump sum payment within thirty (a30) 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 days after the Executive’s separation from service effective date of any period during which the Executive is entitled to revoke the releasetermination. In addition, the Executive shall be deemed fully vested, as of the effective date of such termination, in all accrued benefits under all retirement plans (excluding any stock option plans) for which the Executive is eligible on and has participated, and all such sixtieth (60thaccrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to the Company. Further, the Company shall reimburse the Executive for any amounts then due pursuant to Section 3(d) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as shall pay the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated Performance Bonus for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for year preceding the year in which the Executive’s termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments if then due and benefits described in Section 3.5(b) above shall immediately terminateowing, and the Company Executive shall have no further obligations 60 days from the date of delivery of such termination notice to exercise any vested and exercisable options under the Company Stock Option Plan then in effect. The Executive shall be entitled, at his election and his sole cost and expense, to receive benefits provided pursuant to the Executive with respect thereto, Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination date Executive’s benefits as set forth in the event that the preceding sentence. The Executive (i) becomes employed by Wal-Mart Storesand his beneficiaries, Inc., Costco Wholesale Corporation, Sam’s Clubsshall be entitled to no other compensation under this Agreement following, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementas a result of, a termination under these circumstances.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) all Earned Obligations; (b) Subject to receipt by the Executive entering into Company of a binding and irrevocable release of claims and separation agreement prepared by the Company (the “Release”), executed by the Executive and delivered to the expiration on or before Company within thirty (30) days of the 60th day after date that the Company presents the Release to the Executive’s separation from service of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four twelve (2412) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment employment, without Cause as defined in Sections 5(a), in which case the Company shall pay the Executive the following, less withholdings required by law: (i) all accrued but unpaid Base Salary to the Termination Date; (ii) all accrued but unpaid vacation pay to the Termination Date; (iii) payment equal to the previous two (2) years’ bonuses paid to the Executive, plus a prorated portion of any bonus for the year of the Executive’s termination in an amount as provided under the applicable bonus plan of the Company, assuming a payment at the highest level of participation of the Target Percentage. If a bonus payment was not paid to the Executive in any time effective of those previous two (2) years, this amount will be calculated on the assumption that the bonus paid for any unpaid year was paid in full based upon the Executive’s receipt participation level in the applicable bonus plan; (iv) a severance amount equal to 24 months of notice Base Salary; (v) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of such termination1985 (“COBRA”), the Company shall reimburse the Executive for the monthly premiums associated with continuation of the Executive and his dependents’ insurance coverage. No compensation or other benefits Such reimbursement shall be payable to or accrue paid to the Executive on the 3rd day of the month immediately following the month in which the event of his/her termination without Cause except as follows: Executive timely remits the premium payment (a) with the first such payment to be made on the first such date after the 52nd day following the Termination Date and shall include all Earned Obligations; (b) Subject amounts owed and due to be paid 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 but not paid due to revoke the release, the such delay). The Executive shall be eligible to receive such reimbursement until the earliest of (x) the 18 month anniversary of the Termination Date; (y) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on such sixtieth (60th) day which the Executive becomes eligible to receive:receive substantially similar coverage from another employer; and (1vi) continuation notwithstanding any provision of Base Salary for any outstanding equity award agreement that might otherwise be to the contrary, immediate acceleration of all unvested equity awards granted under the Equity Incentive Plan, such that all outstanding unvested equity awards, which have not already vested under the Equity Incentive Plan, shall immediately vest as of the Termination Date. Prior to, and as a period of twenty-four condition to, receiving the payments in this Section 5(d) (24other than payments pursuant to Sections 5(d)(i) months and (the “Severance Period”ii)), payable the Executive agrees to execute a full and final release in such manner and at such times as favor of the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal Company, in a form satisfactory to the difference between Company not later than fifty-two (52) days following the Executive’s actual COBRA premium costs and Termination Date. The above amounts will be paid in a single lump sum not later than fifty-two (52) days after the amount the Executive would have paid had the Executive continued coverage as an employee under the Company’s applicable health plans without regard Termination Date subject to the prefulfillment of the provision of a full and final release no later than the end of such 52-tax benefits the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan day period; provided that the Executive elects payments contemplated by Section 5(d)(v) shall be reimbursed as set forth in Section 5(d)(v). The above amounts shall not be subject to continue the requirement of mitigation, nor reduced by any actual mitigation by the Executive. The right to participate in receive any of the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election (above payments shall be forfeited if the required full and if and only if such participation is legally and contractually permissible) and final release has not been received before the end of the 52-day period; provided, however, that if such 52-day period begins in one taxable year and ends in a second taxable year, the Company’s obligations under this clause 3.5(b)(2payment date shall be deemed to be the later of (i) shall (A) not extend beyond the Severance Period, (B) be eliminated if first business day in 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for following the year in which the termination Executive’s “separation from service” occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches the last day of such 52-day period. The payments referred to in Section 5(d) are inclusive of any provision of Sections 4 or 5 of this Agreementtermination and/or severance payments that may be required under applicable law.

Termination by the Company Without Cause. (a) The Company may terminate this Agreement at any time without Cause by written notice to the Executive effective upon receipt or on a later termination date agreed with the Executive. (b) If the Company terminates the Executive’s employment without Cause at any time effective upon Cause, the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to Company will pay the Executive in (i) the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to Base Salary due the Executive entering into a binding through the date of termination, (ii) for any accrued PTO not taken at the time of termination, 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 (iii) any period during other amounts to which the Executive is entitled to at the time of termination under any bonus or compensation plan or practice of the Company. (c) In addition, and provided that the Executive executes and does not revoke the releasea Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive shall be eligible on than any of the Severance Benefits, the Company will pay to the Executive such sixtieth (60th) day to receivemore favorable benefit in lieu of the corresponding Severance Benefit set forth below: (1i) continuation of An amount equal to the Base Salary for a period of twenty-four twelve (2412) months from the date of termination, less any payroll withholding and deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release); (ii) Acceleration of vesting of Stock Awards pursuant to Section 2.6(b)(ii), if applicable; (iii) During the period beginning on the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release) and ending on the earlier of the date (1) which is twelve (12) months following the date of termination or (2) on which the Executive has accepted a full time position, executive-level outplacement services at the Company’s expense, not to exceed US$20,000, by a firm selected by the Executive from a list compiled by the Company; and (iv) Continuation of the payments for insurance coverage made pursuant to Section 2.4 for the period beginning immediately prior to the date of termination of this Agreement and ending on the earlier to occur of the date (1) which is twelve (12) full months following the date of termination, or (2) when the Executive’s next employer agrees to assume such payments. In addition, provided the Executive is participating the Company’s health insurance plan on the termination date, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or applicable state continuation coverage law expires) (the “Severance COBRA Payment Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount reimburse the Executive would have paid had (1) for the premiums associated with continuation coverage pursuant to COBRA or applicable state continuation coverage laws, for the Executive continued coverage as an employee and his eligible dependents who were covered under the Company’s applicable health insurance plans without regard to as of the pre-tax benefits date of the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan termination of this Agreement (provided that the Executive elects will be solely responsible for all matters relating to continue his continuation of coverage pursuant to participate in COBRA or any corresponding state law, including, without limitation, his election of such coverage and his timely payment of premiums), or (2) if the Executive is participating the Company’s medical and/or dental health insurance plans on the termination date and is not eligible for continuation coverage pursuant to either COBRA or any corresponding state law, for the premiums for conversion coverage if available, otherwise for the premiums of any health insurance with coverage comparable to that under the Company’s health insurance plans for team members the Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement in either case up to a maximum of 2 times the premium paid by the Company on the Executive’s behalf under the Company’s plan. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that payment of the premiums as set forth in subsection 6.2(c)(vi)(1) and (2) above would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. The Executive may, but are not obligated to, use such Special Severance Payment toward the cost of health insurance premiums. On the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release), the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to the Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of termination of this Agreement, with the balance of the payments paid thereafter on the schedule described above. (v) If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason within six (6) months prior to or twelve (12) months following a Change of Control, a Bonus (as defined below) payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release) shall be paid. As used in this Section 6.2(c)(v), “Bonus” means the average of the bonuses awarded to the Executive for each of the three (3) fiscal years prior to the date of termination, or such lesser number of fiscal years as may be applicable if the Executive has been employed for less than three (3) full fiscal years on the date of termination. For purposes of determining the Executive’s Bonus, to the extent the Executive received no bonus in a year in which other executives received bonuses, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, but if the Executive did not receive a bonus for a year in which no executive received a bonus, such year will not be taken into account. If any portion of the bonuses awarded to the Executive consisted of securities or other property, the fair market value thereof will be determined in good faith by the Board. If, at the time of termination of this Agreement pursuant to this subsection (v), the Company has not yet paid to the Executive a valid COBRA election (bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Executive will be eligible for such bonus on the same basis as other executive level employees, and if and only if such participation is legally and contractually permissible) and other executive level employees receive a bonus under the MICP for the preceding year, the Company will pay the Executive the bonus pursuant to the MICP; provided, however, that the percentage of the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond achievement of corporate goals which is used in the Severance Periodcalculation of a portion of such bonus, (B) will be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to same as the extent percentage established by the compensation committee of the Board for other executive level employees; and provided further that the Executive receives similar coverage and benefits under percentage of the plans and programs Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementyears.

Termination by the Company Without Cause. The Company may terminate During the Term, if the Executive’s employment is terminated by the Company without Cause at any time effective upon as provided in Section 3(d), then (x) the Executive’s receipt of notice of such termination. No compensation or other benefits Company shall be payable to or accrue pay the Executive his Accrued Benefit and (y) subject to the Executive signing a separation agreement and release of claims substantially in the event form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of his/her termination without Cause except as followsTermination: (ai) all Earned Obligations; (b) Subject to the Company shall pay the Executive entering into a binding and irrevocable release an amount equal to (x) six months 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; plus (2y) an amount equal to the difference between the Executive’s actual COBRA premium costs target incentive compensation for the quarter (in the case of incentive compensation paid on a quarterly basis) or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the number of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and (ii) except to the extent any Existing Equity Award contains more favorable terms, in which case such terms shall apply to such award(s), all stock options and the amount other stock-based awards held by the Executive would have paid had will be accelerated as if the Executive continued coverage as had completed an employee under additional six months of service with the Company’s applicable health plans without regard to the pre-tax benefits ; and (iii) if the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan provided that the Executive elects to continue to participate was participating in the Company’s medical and/or dental plans group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for team members pursuant six months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a valid COBRA election non-competition agreement, the number of months set forth in Sections 4(b)(i), (and if and only if such participation is legally and contractually permissibleii) and (iii) will be increased by the number of months equal to the length of such non-competition period. The amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over six months (or such longer period set forth in the immediately preceding sentence) commencing within 60 days after the Date of Termination; 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) 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be reduced or eliminated paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the extent that day immediately following the Executive receives similar coverage and benefits under the plans and programs Date of Termination. Each payment pursuant to this Agreement is intended to constitute a subsequent employer or entity or becomes eligible separate payment for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end purposes of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearTreasury Regulation Section 1.409A-2(b)(2). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time during the Term of Employment without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation or other benefits In the event that Executive’s employment is terminated by the Company without Cause during the Term of Employment, subject to Section 8(i) below, Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject to Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive entering into a binding and irrevocable release had remained employed through the remainder 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 on such sixtieth (60th) day to receive:applicable performance period; (1iii) continuation of Base Salary for a period of twenty-four The Severance; (24iv) months (the “Severance Period”)The Target Bonus, payable in such manner accordance with Section 4(b); (v) Accelerated vesting of all outstanding Equity Awards (with any unvested performance-based awards deemed achieved based on actual performance); and (vi) To the extent permissible under the Company’s group health plan and at such times as the subject to Executive’s Base Salary was being paid timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination; (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 , and, if not permissible under the Company’s applicable group health plans without regard to the pre-tax benefits the plan, 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under a lump sum payment equal to the Companyafter-tax costs of comparable health benefits coverage for Executive and Executive’s annual incentive compensation plan had dependents during the Executive remained employed Severance Term. Following such termination of Executive’s employment by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearwithout Cause, except as set forth in this Section 8(d). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company Executive shall have no further obligations rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder). For the Executive avoidance of doubt, Executive’s sole and exclusive remedy in connection with respect thereto, a termination of employment without Cause shall be receipt of the amounts and benefits set forth in the event that the Executive clauses (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any through (vi) of their respective subsidiaries or affiliates; or (iiSection 8(d) breaches any provision of Sections 4 or 5 of this Agreementhereof.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that a termination under this Section 6.1 or under Section 6.3 (an “Involuntary Termination”) occurs on or before Xxxxx 00, 0000, (xx) six (6) months in the Executive event an Involuntary Termination occurs after March 23, 2018 and on or before March 23, 2019, and (iiii) becomes employed by Wal-Mart Storestwelve (12) months in the event an Involuntary Termination occurs after March 23, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement2019.

Termination by the Company Without Cause. The Company may terminate the If Executive’s 's employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared is terminated by the Company without Cause, executive shall receive the following, subject to Section 8(g): (i) an amount equal to Executive's Base Salary on the date of termination, less taxes and withholdings, payable in substantially equal installments over a period of 12 months in accordance with the expiration on or before Company's normal payroll practices, with payments commencing with the 60th day Company's first payroll 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 on such sixtieth (60th) day to receive: (1) continuation following Executive's termination of Base Salary for a period of twenty-four (24) months (the “Severance Period”)employment, payable in and such manner and at first payment shall include any such times as the Executive’s Base Salary was being paid immediately amounts that would otherwise be due prior to such terminationthereto; (2ii) an a pro rata portion of the Target Annual Bonus 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled eligible to receive under pursuant to Section 4 hereof in such year of termination based upon the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end percentage of the fiscal year during which that shall have elapsed through the date of Executive's termination of employment occurs (prorated for the employment, less taxes and withholdings, payable in substantially equal installments over a period of 12 months in accordance with the Company's normal payroll practices, with payments commencing with the Company's first payroll after the sixtieth (60th) day following Executive's te1mination of employment, and such first payment shall include any such amounts that would be otherwise due prior thereto; (iii) provided that Executive elects to purchase continued healthcare coverage under COBRA, group medical coverage and continued life insurance during the Severance Period for Executive and Executive's eligible dependents upon the same terms as provided to similarly situated executive officers of the Company and at the same coverage levels as in effect for active employment employees during the Severance Period; provided that such fiscal year). All continued life insurance and/or group medical coverage shall cease upon Executive becoming eligible for life insurance and/or medical coverage, as applicable, from a prior employer or Executive becoming employed by another employer and eligible for life insurance and/or medical coverage, as applicable, with such amountsother employer. (iv) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, will be paid at the same time as other incentive compensation plan payments for the year in prior to the year of termination, less taxes and withholdings, which shall be payable on the 60th day following Executive's termination occurs are paidof employment; (v) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive's termination of employment, less taxes and withholdings, which shall be payable with the Company's first payroll after Executive's termination of employment; and (cvi) payments or benefits under other plans a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of the Company to the extent that the plans provide for benefits following a Executive's termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of thirty (30) days’ written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and paid at such times as the Executive’s Base Salary was being time annual bonuses are paid immediately prior to such termination; (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 other senior executives of the Company’s applicable health plans without regard to , but in no event later than the pre-tax benefits date that is 21/2 months following 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end last day of the fiscal year during in which such termination occurred; (iii) Subject to achievement of the termination of employment occurs (prorated applicable performance conditions for the period fiscal year of active employment the Company in which Executive’s termination occurs, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year). All , such amounts, if any, will amount to be paid at the same time as other incentive compensation plan payments for it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company in which such termination occurred; (iv) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (v) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Executive an amount equal to the monthly COBRA premium cost; provided that the payments pursuant to this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. In the event that the Company’s payment of the premium would result in a violation of the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code and, to the extent that Executive incurs any additional tax liability as a result of the plans provide for benefits following a termination payment of employmentsuch premiums by the Company, she shall receive an additional payment in cash, such that she is put in the same after-tax position as if no such additional tax liability had been incurred. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Other Agreements. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject An amount equal to 2.99 times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior 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 fiscal year in which Executive’s separation from service termination of any period during which employment occurs; provided, however, that if Executive has been employed under the Executive is entitled to revoke terms of this Agreement for less than three (3) fiscal years as of the releasedate of such termination, the Executive bonus (y) to be included in this amount shall be eligible based on such sixtieth (60th) day to receive: (1) continuation the percentage of Base Salary for a period represented by the average Annual Bonus received by Executive under the terms of twenty-four (24) months (the “Severance Period”), this Agreement; such amount shall be payable in such manner and at such times as equal monthly installments during the Executive’s Base Salary was being paid immediately prior to such terminationRestricted Period; (2iii) an A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in equal monthly installments during the Restricted Period; and (iv) An amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and 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 cost of a subsequent employer or entity or becomes eligible for similar continuation coverage under COBRA, payable on a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated monthly basis for the period of active employment during such fiscal year). All such amounts, if any, will be paid at ending on the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and second (c2nd) payments or benefits under other plans anniversary of the Company date of such termination; provided, that if prior to the extent that second (2nd) anniversary of the plans provide for date of such termination Executive is eligible to receive health insurance benefits following from a termination subsequent employer, payments under this subsection (iv) shall cease as of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time during the Term of Employment without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation or other benefits In the event that Executive’s employment is terminated by the Company without Cause during the Term of Employment, subject to Section 8(i) below, Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject to Pro-rata Annual Bonus for the year of termination, calculated based on actual performance as if Executive entering into a binding and irrevocable release had remained employed through the remainder 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 on such sixtieth (60th) day to receive:applicable performance period; (1iii) continuation of Base Salary for a period of twenty-four The Severance; (24iv) months (the “Severance Period”)The Target Bonus, payable in accordance with Section 4(b); (v) Accelerated vesting of all outstanding equity awards (with any unvested performance-based awards deemed achieved based on the greater of (i) the target achievement of such manner equity awards or (ii) the actual achievement of the applicable performance goals of such equity awards as of the date of such termination); and (vi) To the extent permissible under the Company’s group health plan and at such times as the subject to Executive’s Base Salary was being paid timely election of continuation coverage under COBRA, continuation of health benefits coverage at the expense of the Company, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination; (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 , and, if not permissible under the Company’s applicable group health plans without regard to the pre-tax benefits the plan, 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under a lump sum payment equal to the Companyafter-tax costs of comparable health benefits coverage for Executive and Executive’s annual incentive compensation plan had dependents during the Executive remained employed Severance Term. Following such termination of Executive’s employment by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal yearwithout Cause, except as set forth in this Section 8(d). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company Executive shall have no further obligations rights to any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder). In addition, unless specifically provided otherwise by agreement between the Parties, this Section 8(d) shall supersede any language to the Executive contrary under any outstanding equity award agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with respect thereto, a termination of employment without Cause shall be receipt of the amounts and benefits set forth in the event that the Executive clauses (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any through (vi) of their respective subsidiaries or affiliates; or (iiSection 8(d) breaches any provision of Sections 4 or 5 of this Agreementhereof.

Termination by the Company Without Cause. The Company may terminate the Executive’s 's employment under this Agreement without Cause at any time effective upon the Executive’s receipt of notice of such terminationwith ninety (90) calendar days’ prior written notice. No compensation or other benefits shall be payable to or accrue to the Executive However, in the event of his/her Executive's Separation from Service (as defined in Section 9(a) below) as a result of Executive's termination by the Company without Cause except as followsat any time during the Term, then, subject to the provisions of Section 9 below, the Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (ai) all Earned Obligations; (bA) Subject to if such termination occurs during 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 releaseInitial Term, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to one and one half (1.5) times Executive's then-prevailing Base Salary, and (B) if such termination occurs after the difference between the Initial Term, an amount equal to one (1) times 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 prethen-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 prevailing Base Salary; plus (and if and only if such participation is legally and contractually permissibleii) and provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall (A) not extend beyond if such termination occurs during the Severance PeriodInitial Term, eighteen months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (iii) if Executive holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar coverage under a spouse’s employer; awards with respect to the securities of the Company) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause all such outstanding and unvested longterm incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Executive shall have three (3) months from the date of termination to exercise any amounts incentive stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end terms and conditions of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsplans, if any, will be paid at the same time as other incentive compensation plan payments for the year in under which the termination occurs are paid; and (c) payments or benefits under other plans of they were granted and any applicable agreements between the Company to the extent that the plans provide for benefits following a termination of employmentand Executive. Notwithstanding the foregoing, the payments and benefits The amounts described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive paragraph (i) becomes employed by Wal-Mart Storesshall be paid in two equal lump sum installments, Inc.subject to applicable tax withholding, Costco Wholesale Corporationwith the first installment to be made within sixty (60) days following the date of Executive's Separation from Service and the second installment to be made on the first anniversary of Executive's Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, Sam’s Clubsas amended (the “Code”) (including, or any without limitation, for purposes of their respective subsidiaries or affiliates; or (ii) breaches Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive's right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision of Sections 4 or 5 of to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (55th) day following the date of Executive's Separation from Service, Executive has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any applicable revocation period has expired.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her his termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four twelve (2412) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her his termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The If, during the Term, the Company may terminate the Executiveterminates Employee’s employment without other than for Cause at or the occurrence of Employee’s death or Disability, Employee shall be entitled to continue to receive (i) any time effective upon Bonus (if earned) relating to a fiscal year which was completed before the Executive’s receipt effectiveness of notice such termination (payable as set forth in Section 3(b)), (ii) any Bonus for the fiscal year through the date of effectiveness of such termination. No compensation or other benefits shall be payable to or accrue , to the Executive in extent earned, pro-rated (based on a percentage defined by a fraction, the event numerator of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to which is the Executive entering into a binding number of days during the fiscal year prior and irrevocable release through the date of claims and separation agreement prepared by effectiveness of the Company termination, and the expiration on or before the 60th day after the Executive’s separation from service denominator of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth three hundred sixty-five (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”365)), payable following the completion and filing of the Company’s annual audited financial statements in respect of such manner fiscal year, and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2iii) an amount equal to twelve months of Employee’s Base Salary in effect as of the difference between date of effectiveness of such termination (in the Executivecase of clause (iii), Employee’s actual COBRA premium costs and the amount the Executive would have Base Salary will be paid had the Executive continued coverage as an employee under in periodic payments which correspond to the Company’s applicable health plans without regard to regular payroll periods) (the pre-tax benefits period during which Employee’s Base Salary will continue as provided in this Clause (iii), the Executive would have received under the BJ’s Wholesale Club, Inc. Flexible Benefits Plan “Post Employment Payment Period”); provided that the Executive elects to continue to participate any payments set out in the Company’s medical and/or dental plans for team members pursuant to a valid COBRA election clauses (and if and only if such participation is legally and contractually permissiblei), (ii) and provided, however, that the Company’s obligations under this clause 3.5(b)(2(iii) shall (A) only be made so long as Employee is not extend beyond the Severance Period, (B) in breach of this Agreement and shall be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that the Executive receives similar coverage net of appropriate tax and benefits under the plans and programs of a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employmentwithholdings. Notwithstanding the foregoing, the Company shall suspend payments of such Bonus or Base Salary that are otherwise due within sixty (60) days of Employee’s termination of employment for payment on the sixtieth (60th) day after such termination, provided that, before such day, Employee shall have executed and benefits described delivered to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in a form provided by the Company (which General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) assuming any period within which Employee may revoke such General Release has expired within sixty (60) days after Employee’s termination of employment and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 3.5(b6(c) above shall immediately terminate, and the or otherwise. The Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of Employee under this Agreement. Notwithstanding any other provision in this Agreement to the contrary, by notice to Employee during the Post-Employment Payment Period, the Company may elect to continue to pay Employee’s Base Salary for any additional period ending no later than the second (2nd) anniversary of the effectiveness of termination of Employee’s employment hereunder by the Company without Cause (“Continuing Payment Period”).

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No compensation In the event Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive entering into a binding and irrevocable release of claims and separation agreement prepared has been employed by the Company and for less than three (3) fiscal years as of the expiration on or before the 60th day after the Executive’s separation from service date of any period during which the Executive is entitled to revoke the releasesuch termination, the Executive bonus (y) to be included in this amount shall be eligible based on such sixtieth (60th) day to receive: (1) continuation the percentage of Base Salary for represented by the average Annual Bonus as a period percent of twenty-four the corresponding average annual compensation received by Executive under the terms of this Agreement; provided, further, that if the bonus (24y) months to be included in this amount is with respect to the 2005 or the 2006 fiscal year, such amount shall be equal to the greater of (A) the “Severance Period”), Annual Bonus paid or payable in such manner and at such times as to Executive with respect to the 2005 fiscal year or (B) 50% of Executive’s Base Salary was being paid immediately prior to as of the date of termination, such terminationamount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; (2iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; and (iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment; and (d) any unvested stock incentives under the Company’s stock incentive plan, granted prior to June 1, 2008, will become immediately vested and available to Executive. The provisions of this paragraph will not affect the vesting of stock incentives granted on June 1, 2008 or thereafter. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment under this Agreement without Cause at any time effective upon the Executive’s receipt of notice of such terminationwith ninety (90) calendar days’ prior written notice. No compensation or other benefits shall be payable to or accrue to the Executive However, in the event of his/her Executive’s Separation from Service (as defined in Section 9(a) below) as a result of Executive’s termination by the Company without Cause except as followsat any time during the Term, then, subject to the provisions of Section 9 below, the Company agrees that it will provide Executive with all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to Executive the following: (ai) all Earned Obligations; (bA) Subject to if such termination occurs during 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 releaseInitial Term, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the two (2) times Executive’s actual COBRA premium costs then- prevailing Base Salary, 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 B) if such participation is legally and contractually permissibletermination occurs after the Initial Term, an amount equal to one (1) and provided, however, that the Companytimes Executive’s obligations under this clause 3.5(b)(2then-prevailing Base Salary; plus (ii) shall (A) not extend beyond if such termination occurs during the Severance PeriodInitial Term, twenty-four months of COBRA premiums for Executive, and (B) if such termination occurs after the Initial Term, twelve (12) months of COBRA premiums for Executive, in each case paid for by the Company (with any such payments to be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer or entity or becomes is eligible for similar coverage under a spouse’s employer;COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus (3iii) if Executive holds any amounts outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards with respect to the Executive would have been entitled to receive under securities of the Company’s annual incentive compensation plan had ) that are not fully vested and, if applicable, exercisable with respect to all the Executive remained employed by shares subject thereto effective immediately prior to the date of termination, then the Company until shall cause all such outstanding and unvested long-term incentive awards to become fully vested and, if applicable, exercisable effective immediately prior to the end date of termination, and Executive shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be subject to the terms and conditions of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amountsplans, if any, will be paid at the same time as other incentive compensation plan payments for the year in under which the termination occurs are paid; and (c) payments or benefits under other plans of the they were granted and any applicable agreements between The Company to the extent that the plans provide for benefits following a termination of employmentand Executive. Notwithstanding the foregoing, the payments and benefits The amounts described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive paragraph (i) becomes employed by Wal-Mart Storesshall be paid in two equal lump sum installments, Inc.subject to applicable tax withholding, Costco Wholesale Corporationwith the first installment to be made within sixty (60) days following the date of Executive’s Separation from Service and the second installment to be made on the first anniversary of Executive’s Separation from Service. For purposes of Section 409A of the Internal Revenue Code of 1986, Samas amended (the “Code”) (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s Clubsright to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, or any of their respective subsidiaries or affiliates; or (ii) breaches accordingly, each installment payment shall at all times be considered a separate and distinct payment. Notwithstanding any provision of Sections 4 or 5 of to the contrary in this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the fifty-fifth (55th) day following the date of Executive’s Separation from Service, Executive has executed an effective waiver and release of claims agreement (the “Release”) in form and substance acceptable to the Company and any applicable revocation period has expired.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of thirty (30) days’ written notice of such termination. No compensation In the event that Executive’s employment is terminated by the Company without Cause (other than due to death or other benefits Disability), Executive shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsentitled to: (ai) all Earned The Accrued Obligations; (bii) Subject Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the Executive entering into a binding and irrevocable release date 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 such termination, which the Executive is entitled to revoke the release, the Executive amount shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and paid at such times as the Executive’s Base Salary was being time annual bonuses are paid immediately prior to such termination; (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 other senior executives of the Company’s applicable health plans without regard to , but in no event later than the pre-tax benefits date that is 21/2 months following 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end last day of the fiscal year during in which such termination occurred; (iii) Subject to achievement of the termination of employment occurs (prorated applicable performance conditions for the period fiscal year of active employment the Company in which Executive’s termination occurs, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year). All , such amounts, if any, will amount to be paid at the same time as other incentive compensation plan payments for it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 21/2 months following the last day of the fiscal year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company in which such termination occurred; (iv) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; (v) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Executive an amount equal to the monthly COBRA premium cost; provided that the payments pursuant to this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. In the event that the Company’s payment of the premium would result in a violation of the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code and, to the extent that Executive incurs any additional tax liability as a result of the plans provide for benefits following a termination payment of employmentsuch premiums by the Company, he shall receive an additional payment in cash, such that he is put in the same after-tax position as if no such additional tax liability had been incurred. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(bclauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 the Other Agreements. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or 5 of any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.

Termination by the Company Without Cause. The Company may shall have the right to terminate the Executive’s employment hereunder “without Cause at any time cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective upon on the Executive’s receipt of notice date specified in such notice. In the event of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by , the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the expiration on or before effective date of the 60th day after the Executive’s separation from service of any period during termination for which the Executive is entitled to revoke the release, the be reimbursed under Section 5 of this Agreement; (ii) pay Executive shall be eligible on such sixtieth (60th) day an amount per month equal to receive: (1) continuation one-twelfth of his then adjusted Base Salary for a the period commencing on the date following the date of twenty-four termination and ending on the date which is six (246) months following the effective date of termination (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2iii) pay Executive an amount equal to a pro-rata portion of the difference between Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to 12 months, cause to become vested a pro-rata portion of the awards granted to the Executive’s actual COBRA premium costs , equal to the quotient of the number of full months that have transpired between January 4, 2010 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 date of termination, divided by 36, and with respect to the preSubsequent Equity Grant, cause to become vested a pro-tax benefits rata portion of the Executive would awards granted to the Executive, equal to the quotient of the number of full months that have received under transpired between April 1, 2010 and the BJ’s Wholesale Clubdate of termination, 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 divided by 36; provided, however, that the Company’s without limiting any other remedy available hereunder, all 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in this Section 3.5(b) above 8.1 shall immediately terminate, and terminate upon a judge’s determination that Executive has breached the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, provisions of Section 6 or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement7 hereof.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as follows: (a) all Earned Obligations; (b) Subject In the event of such termination, then 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 on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; (4) in the event such termination occurs within one year following a Change in Control (which shall have the meaning given to such term in the Fourth Amended and Restated 2011 Stock Option Agreement of Beacon Holdings, Inc.), an amount equal to the product of: (i) (A) the price per share of Beacon Holdings, Inc. common stock at which such Change in Control was consummated, minus (B) $49.00, multiplied by (ii) the number of unvested options under that certain option agreement between you and the Company, dated as of the date hereof; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s ClubsClub, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The by Executive for Good Reason or when a Triggering Event occurs following a Change in Control. In the event of a termination of Executive's employment by the Company may terminate without Cause during the Term, or by Executive for Good Reason during the Term, or when a Triggering Event occurs following a Change in Control, or if Executive’s successor is duly elected and qualified prior to the termination of Executive’s employment without Cause at any time effective upon in accordance with Section 3 of this Agreement, Executive shall receive the Executive’s receipt of notice of such terminationpayments provided for in Section 3.6(a)(i)(ii) and (iii). No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause except as followsIn addition: (ai) 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 on such sixtieth (60th) day entitled to receive: (1) continuation receive payment equal to the amount of his Base Salary for a period of twenty-four (24) months (at the “Severance Period”), payable rate in such manner and at such times as the Executive’s Base Salary was being paid effect immediately prior to such his termination; ). Such Base Salary payment shall be made in twelve equal installments, without interest, on a monthly basis for twelve (212) an amount equal to consecutive months. The first payment shall be made during the difference between the next usual pay period following 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 's termination date; provided, however, that if at the time of Executive's termination for Good Reason, if Section 409A is triggered and if Executive or Company would be subject to liability or other penalty for failure to comply with 409A, and if the Employee is a "specified employee" as defined in Section 409A of the Code, then the Company will make the payments consistent with Section 409A. Executive must receive payments on the Company’s obligations under 's regularly scheduled pay dates, as set forth in 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminateparagraph, and the Company shall have no further obligations make such payments to the Executive extent permitted by Section 409A and any other applicable law or regulation in order to fulfill the obligations of this paragraph. If 409A is not triggered, payments will not be controlled or limited by 409A. (ii) All rights to exercise any outstanding award of stock options or stock appreciation rights with respect theretoto the Company's common stock, or shares of restricted stock, held by Executive at the date of termination shall be governed by the terms of the applicable plan under which such award was granted. Notwithstanding anything to the contrary in this Section 3.6 (d)(ii), in the event that case of termination due to the occurrence of a Triggering Event following a Change in Control, Executive shall be entitled to an immediate vesting of all non-vested options and any other equity grants and an immediate removal of any trading restrictions on restricted stock. (iiii) becomes employed For the one-year period following the date of termination, Executive shall have the right to continue his participation in such retirement and other benefit plans and programs of the Company generally available from time to time to employees of the Company in which Executive was enrolled and/or participating on the date of termination, to the extent, and under the terms and conditions, permitted by Wal-Mart Storesthe applicable plan or program, Inc., Costco Wholesale Corporation, Sam’s Clubs, and subject to any subsequent modifications or amendments to any of their respective subsidiaries such plan or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementprogram.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time effective upon the Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to the Executive in the event of his/her termination without Cause cause except as follows: (a) 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 releaseCompany, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) if 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), 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan MIP had the Executive remained employed by the Company until the end of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan MIP payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.

Termination by the Company Without Cause. The Company may terminate the Executive’s employment without Cause at any time without Cause, effective upon the Executive’s receipt of written notice of such termination. No In the event Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Executive shall be entitled to: (i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested; (ii) An amount equal to one (1) times the sum of (x) the annual Base Salary as of the date of termination, plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs; provided, however, that if Executive has been employed under the terms of this Agreement for less than three (3) fiscal years as of the date of such termination, the bonus to be included in this amount shall be based on the percentage of Base Salary represented by the average Annual Bonus as a percent of the corresponding average annual compensation received by Executive under the terms of this Agreement; (iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or other benefits payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall be payable to or accrue to in full no later than March 15th of the Executive in the event calendar tax year following such termination of his/her termination without Cause except as follows:Executive’s employment; and (aiv) all Earned Obligations; (b) Subject to Payment for his benefit towards the Executive entering into a binding and irrevocable release cost 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 health continuation coverage of any period during which the Executive is entitled to revoke the release, the Executive shall be eligible on such sixtieth (60th) day to receive: (1) continuation of Base Salary for a period of twenty-four (24) months (the “Severance Period”), payable in such manner and at such times as the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to the difference between the Executive’s actual COBRA premium costs and the amount the paid by Executive would have paid had the Executive continued for health insurance coverage as an employee under the Company’s applicable health plans without regard benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the pre-tax expiration of the Restricted Period Executive is eligible to receive health insurance benefits the Executive would have received under the BJ’s Wholesale Clubfrom a subsequent employer, 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 payments under this clause 3.5(b)(2subsection (iv) 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 a subsequent employer or entity or becomes eligible for similar coverage under a spouse’s employer; (3) any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation plan had the Executive remained employed by the Company until the end cease as of the fiscal year during which the termination of employment occurs (prorated for the period of active employment during such fiscal year). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, the payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to the date Executive with respect thereto, in the event that the Executive (i) becomes employed by Wal-Mart Stores, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreementeligible.

Termination by the Company Without Cause. (a) The Company may shall have the right to terminate the ExecutiveEmployee’s employment without Cause with the Company pursuant to this Section 6.1 at any time effective upon the Executive’s receipt without “Cause” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of notice of such terminationthis Agreement. No compensation or other benefits shall be payable A termination pursuant to or accrue to the Executive in the event of his/her Section 6.5 below is not a termination without Cause except as follows: (a) all Earned Obligations;“Cause” for purposes of receiving the benefits described in this Section 6.1. (b) Subject to In the Executive entering into event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a binding and irrevocable release of claims and separation agreement prepared that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Employee is referred to as the “Release Date”), then: (i) the Company shall pay to Employee an amount equal to Employee’s then current Base Salary for the Severance Period (as defined below), less applicable withholdings and deductions (the expiration “Severance Payment”), in installments in accordance with the Company’s ordinary payroll practices commencing on or before the 60th day after Company’s first regular payroll date that is more than sixty (60) days following the Executive’s separation from service of any period during which the Executive is entitled to revoke the releaseSeparation Date (as defined below), the Executive and shall be eligible on such for any accrued Base Salary for the sixty (60) day period plus the period from the sixtieth (60th) day to receive:until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates; and (1ii) continuation of Base Salary if the Employee timely elects continued coverage under COBRA for a period of twenty-four (24) months himself and his covered dependents under the Company’s group health plans following such termination, then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”), payable in such manner and at such times as ; (y) the Executive’s Base Salary was being paid immediately prior to such termination; (2) an amount equal to date when 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 a subsequent employer or entity or Employee becomes eligible for similar health insurance coverage under a spouse’s employer; in connection with new employment or self-employment; or (3iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any amounts the Executive would have been entitled to receive under the Company’s annual incentive compensation reason, including plan had the Executive remained employed by the Company until the end of the fiscal year during which termination (such period from the termination date through the earlier of employment occurs (prorated for i)-(iii), the period of active employment during such fiscal year“COBRA Payment Period”). All such amounts, if any, will be paid at the same time as other incentive compensation plan payments for the year in which the termination occurs are paid; and (c) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment. Notwithstanding the foregoing, if at any time the payments Company determines that its payment of COBRA premiums on the Employee’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and benefits described Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in Section 3.5(b) above shall immediately terminatelieu of paying COBRA premiums pursuant to this Section, and the Company shall have no further obligations pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the Executive COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. (c) Employee shall not receive the Severance Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with respect theretohis post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. (d) The benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits to which Employee may otherwise be entitled under any Company severance plan, policy or program. (e) The damages caused by the termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty. (f) For purposes of this Agreement, “Severance Period” shall mean (i) zero (0) months in the event that the Executive a termination under this Section 6.1 or under Section 6.3 (ian “Involuntary Termination”) becomes employed by Wal-Mart Storesoccurs on or before December 11, Inc., Costco Wholesale Corporation, Sam’s Clubs, or any of their respective subsidiaries or affiliates; or 2018 (ii) breaches any provision of Sections 4 six (6) months in the event an Involuntary Termination occurs after December 11, 2018 and on or 5 of this Agreementbefore December 11, 2019, and (iii) twelve (12) months in the event an Involuntary Termination occurs after December 11, 2019.