Exhibit 10.2
Amendment to
February 4, 1999 Change of Control Agreement
Between Xxxxxxx X. Wedge and
BJ's Wholesale Club, Inc.
The February 4, 1999 Change of Control Agreement (the "Agreement") between
Xxxxxxx X. Wedge of 00 Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Executive")
and BJ's Wholesale Club, Inc., a Delaware corporation (the "Company"), whose
principal office is in Natick, Massachusetts, is hereby amended, effective as of
September 9, 2002, as follows.
1. Section 1.2 of the Agreement is amended to read in its entirety as
follows:
1.2 Benefits Following Qualified Termination of Employment. Executive shall
be entitled to the following benefits upon a Qualified Termination:
(a) Within 30 days following the Date of Termination, the Company
shall pay to Executive the following in a lump sum:
(i) an amount equal to three times Executive's Base Salary for one
year at the rate in effect immediately prior to the Date of Termination or,
if higher, the Control Event (or if Executive's Base Salary was reduced
within 180 days before the commencement of a Standstill Period, the rate in
effect immediately prior to such reduction), plus the accrued and unpaid
portion of Executive's Base Salary through the Date of Termination. Any
payments made to Executive under any long term disability plan of the
Company with respect to the three years following termination of employment
shall be offset against such three times Base Salary payment. Executive
shall promptly make reimbursement payments to the Company to the extent any
such disability payments are received by Executive after the Base Salary
payment; and
(ii) an amount equal to three times Executive's automobile allowance
for one year at the rate in effect immediately prior to the Date of
Termination or, if higher, the Control Event (or if such automobile
allowance was reduced within 180 days before the commencement of a
Standstill Period, the rate in effect immediately prior to such reduction
unless such reduction was offset by an increase in Base Salary during such
180-day period), plus any portion of Executive's automobile allowance
payable but unpaid through the Date of Termination; and
(iii) an amount equal to three times the Target Bonus amount, as
defined and determined under Section 1.1 (a) above without any fractional
adjustment.
(b) Until the third anniversary of the Date of Termination, the
Company shall maintain in full force and effect for the continued benefit
of Executive and Executive's family all life insurance and medical
insurance (other than long-term disability) plans and programs in which
Executive was entitled to participate immediately prior to the Control
Event (or if Executive's title was changed to a level below that of
Executive's Current Title within 180 days before the commencement of a
Standstill Period, all such plans and programs in which Executive was
entitled to participate immediately prior to such change, if the benefits
thereunder are greater), provided that Executive's continued participation
is possible under the general terms and provisions of such plans and
programs. In the event that participation in such plans or programs is not
available to Executive for any reason, including termination of the plan,
the Company shall arrange upon comparable terms to provide Executive with
benefits substantially similar to those which Executive is entitled to
receive under such plans and programs. Notwithstanding the foregoing, the
Company's obligations hereunder with respect to life insurance or medical
insurance plans and programs shall be deemed satisfied to the extent (but
only to the extent) of any such insurance coverage or benefits provided by
another employer.
(c) If Qualified Termination occurs by reason of Disability, the
Company shall maintain in full force and effect for the continued benefit
of Executive, disability benefits and/or disability insurance at the same
level to which Executive was entitled immediately prior to the Qualified
Termination.
2. Section 8.7 is Amended to read in its entirety as follows:
"12. Entire Agreement. This Amendment, the Agreement and Exhibits
A and B to the Agreement supersede all prior written or oral
agreements between the Company and the Executive and represents the
entire agreement between the parties relating to the Agreement."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
BJ'S WHOLESALE CLUB, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chairman of
the Board
By: /s/ Xxxxxxx X. Wedge
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Xxxxxxx X. Wedge, President and
Chief Executive Officer
