Contents:
Employment Agreement - Michael T. Wedge
Change of Control Agreement
Amendment to Change of Control Agreement
Severance and General Release
 

SEVERANCE AGREEMENT AND GENERAL RELEASE

Exhibit 10.30

SEVERANCE AGREEMENT AND GENERAL RELEASE

THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (the “Agreement”) dated as of November 22, 2006, is entered into between Michael T. Wedge, whose address is One Huntington Avenue, Residence #501, Boston, Massachusetts 02116 (the “Executive”), and BJ’s Wholesale Club, Inc., a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts 01760 (the “Company”).

WHEREAS, the Executive has resigned effective November 22, 2006 from his employment with the Company and from his office as President and Chief Executive Officer and as a director of the Company, and has signed Exhibit A hereto;

WHEREAS, the parties wish to resolve amicably the Executive’s termination from employment and establish the terms of the Executive’s severance arrangement;

WHEREAS, the Executive is advised that he has at least 21 days to consider this Agreement, that he is advised to consult with his own attorney prior to signing this Agreement and that he may revoke the agreement for a period of seven (7) days after signing by notifying the General Counsel of the Company in writing of such revocation, and the Agreement shall not be effective or enforceable until the expiration of the seven (7) day revocation period without the Agreement having been revoked;

WHEREAS, the parties intend that, as of November 22, 2006, (i) the Employment Agreement dated as of July 28, 1997 between the Executive and the Company (the “1997 Agreement”) and (ii) the Change of Control Severance Agreement dated as of February 9, 1999 and amended thereafter between the Executive and the Company (the “COC Agreement”) shall terminate;

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, the Company and the Executive intending to be legally bound, do agree as follows:

1. Termination Date. The Executive’s effective date of termination from all employment with the Company is November 22, 2006 (the “Termination Date”). Effective upon the Termination Date, the 1997 Agreement and the COC Agreement will be terminated. Regardless of the Executive’s execution and nonrevocation of this Agreement, the Company shall pay the Executive (i) any amounts earned but unpaid through the Termination Date with respect to salary, automobile allowance and vested but unused vacation; (ii) to the extent not already paid, any amounts to which the Executive is entitled under the Company’s annual incentive compensation plan for the fiscal year which ended immediately prior to the Termination Date; (iii) his vested account balance under the BJ’s Wholesale Club, Inc. 401(k) Savings Plan for Salaried Employees; and (iv) any unreimbursed expenses incurred in accordance with Company policy. Any such amounts, to the extent payable, shall be paid as soon as practicable, but in no event sooner than the next regularly scheduled payment cycle.

 


2. Severance Compensation and Benefits. In return for the timely execution and nonrevocation of this Agreement and in return for the Executive’s compliance with all of its terms, the Company agrees to provide the Executive with the following compensation and benefits:

a) continuation of the Executive’s base salary as of the Termination Date, for a period of twenty-four months following the Termination Date, payable in such a manner and at such times as the Executive’s base salary was being paid immediately prior to the Termination Date; and

b) continued participation in and coverage under the Company’s health plans for the twenty-four (24) month period severance benefits are payable under Section 2(a) (the “Severance Period”) on the same terms and conditions as the Executive participated immediately prior to the Termination Date (if and only if such participation is legally and contractually permissible); and after any benefits provided in the previous sentence are no longer available, if the Executive elects to continue to participate in the Company’s medical 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 will be paid either to the Executive, or at the election of the Company, to the medical or dental care provider, provided, however, that the Company’s obligations under this Subsection 2(b) shall (i) not extend beyond the Severance Period, (ii) be eliminated if the Executive discontinues COBRA benefits or (iii) 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; and

c) 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 containing the Termination Date (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 fiscal year containing the Termination Date; and

d) immediately upon the expiration of the seven (7) day revocation period referenced above, acceleration of the vesting of any unvested outstanding option grants, or outstanding unvested grants of restricted stock or restricted stock units; provided, however, that notwithstanding the foregoing, there shall be no acceleration if, and to the extent that, the terms of any such grants expressly provide for continued vesting of any portion of the grant following the Executive’s termination from employment; and

e) payments or benefits under other plans of the Company to the extent that the plans provide for benefits following a termination of employment.

Except as expressly provided above, the Executive’s eligibility to participate in any of the Company’s employee benefits plans and programs shall cease on or after the Termination Date in accordance with the terms of such benefits and programs.

 

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3. Non-Competition and Non-Solicitation.

a) Restricted Activities. For a period of twenty-four (24) months after the Termination Date, the Executive will not directly or indirectly:

(i) Engage in any business or enterprise (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 1% of the outstanding stock of a publicly-held company) that is competitive with the Company’s business. A business or enterprise shall be deemed competitive if it shall operate a chain of membership warehouse clubs (by way of example, but not limitation, Sam’s Club or Costco), warehouse stores selling food and/or general merchandise that includes a warehouse store located within 10 miles of any “then existing” BJ’s Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term “then existing” shall refer to any such warehouse store that is, at the time of termination of the Executive’s employment, operated by the Company or any of its subsidiaries or divisions or under lease for operation as aforesaid; or

(ii) Either alone or in association with others (x) solicit, or permit any organization directly or indirectly controlled by the Executive to solicit, any employee of the Company to leave the employ of the Company, or (y) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Executive to solicit for employment, hire or engage as an independent contractor, any person who was employed by the Company at the time of the termination of the Executive’s employment with the Company; provided that this clause (y) shall not apply to the solicitation, hiring or engagement of any individual whose employment with the Company has been terminated for a period of six months or longer at the time of such solicitation, hiring or employment.

b) Extension of Restrictions. If the Executive violates the provisions of Section 3(a), the twenty-four (24) month period referred to in Section 3(a) shall recommence and the Executive shall continue to be bound by the restrictions set forth in Section 3(a) until a period of twenty-four (24) months has expired without any violation of such provisions.

c) Interpretation. If any restriction set forth in Section 3(a) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

d) Equitable Remedies. The restrictions contained in this Section 3 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 3 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 3, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.

 

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e) Executive Breach. Without waiving any other remedies that may be available to the Company, the payments and benefits described in Section 2 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 this Section 3 or Section 4 below of this Agreement.

4. Proprietary Information.

a) Proprietary Information.

(i) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes without written approval by the Chairman of the Board of the Company or the Presiding Director if the Chairman is not independent, unless and until such Proprietary Information has become public knowledge without fault of the Executive.

(ii) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which have or shall come into his custody or possession, shall be and are the exclusive property of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company within seven (7) days after the Termination Date. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property.

(iii) The Executive agrees that his obligation not to disclose or to use information and materials of the types set forth in Subsections (i) and (ii) above, and his obligation to return materials and tangible property, set forth in Subsection (ii) above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

b) Equitable Remedies. The restrictions contained in this Section 4 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for such purpose. The Executive agrees that any breach of this Section 4 is likely to cause the Company substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Executive agrees that the Company, in addition to such other remedies which may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Section 4, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief.

 

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5. Release of Claims. In consideration of the Company entering into this Agreement and the promises and benefits provided herein, the Executive hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company and its current and former officers, directors, stockholders, corporate affiliates, subsidiaries, parent companies, predecessors, agents, employees and attorneys (the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature which the Executive ever had or now has as of the date the Executive executes this Agreement against the Released Parties including, but not limited to, all claims arising out of the Executive’s employment with and/or separation from the Company, including, but not limited to, all employment discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C., §12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq., as amended by The Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq., the Massachusetts Fair Employment Practices Act, M.G.L. c.151B, §1 et seq.; and any and all other similar applicable federal and state statutes, all as amended; all claims arising out of the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. §1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12, §§11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, §102 and M.G.L. c.214, §1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, §1 et seq., and the Massachusetts Privacy Act, M.G.L. c.214, §1B, all as amended; all claims for benefits under the Company’s benefits plans and programs, including but not limited to, the Company’s Management Incentive Plan, the Company’s Growth Incentive Plan, the Company’s 1997 Replacement Stock Incentive Plan, the Company’s 1997 Stock Incentive Plan, the Executive Retirement Plan, and the General Deferred Compensation Plan, except as specifically provided for in this Agreement; all common law claims including, but not limited to, actions in tort, defamation and breach of contract (including but not limited to all claims arising out of the 1997 Agreement); and any claim or damage arising out of the Executive’s employment with or change of employment status with the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Agreement prevents the Executive from filing, cooperating with, or participating in any proceeding before the EEOC or a state Fair Employment Practices Agency (except that the Executive acknowledges that he will not be able to recover any monetary benefits in connection with any such claim, charge or proceeding).

6. Notices. All notices and other communications required hereunder shall be in writing and shall be given either by personal delivery or by mailing the same by certified or registered mail, return receipt requested, postage prepaid. If sent to the Company, the same shall be mailed to the Company at One Mercer Road, Natick, MA 01760, Attention: Chairman of the Board, or such other address as the Company may hereafter designate by notice to the Executive; and if sent to the Executive, the same shall be mailed to the Executive at his address set forth above, or at such other address as the Executive may hereafter designate by notice to the Company. Notices shall be effective upon receipt.

 

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7. Return of Company Property. The Executive agrees to return within seven (7) days after the Termination Date all Company property including, but not limited to, keys, files, records (and copies thereof), equipment, (including, but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company identification, Company vehicles and any other Company-owned property in his possession or control. The Executive further agrees to leave intact all electronic Company documents, including those which he developed or helped develop during his employment. The Executive also agrees to cancel within seven (7) days, all accounts for his benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.

8. Business Expenses and Compensation. The Executive agrees that he will submit within ten (10) days of the Termination Date any and all documentation for any other reimbursements owed to him for authorized Company expenses.

9. Non-Disparagement. The Executive understands and agrees that, as a condition for payment to him of the consideration herein described, he shall not make any false, disparaging or derogatory statements to any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs and financial condition; provided, however, that nothing herein shall prevent the Executive from making truthful disclosures to any governmental entity or in any litigation or arbitration.

10. Amendment. This Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto.

11. Taxes and Section 409A.

a) In connection with the severance compensation and benefits provided to the Executive pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and the Executive shall be responsible for all applicable taxes with respect to such severance compensation and benefits under applicable law. The Executive acknowledges that he is not relying upon advice or representation of the Company with respect to the tax treatment of any of the severance compensation and benefits provided to him pursuant to this Agreement.

b) No payments that may be made under this Agreement that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code and the guidance issued thereunder may be accelerated or deferred by the Company or the Executive. Notwithstanding anything else to the contrary in this Agreement, to the extent that any of the payments to be made hereunder constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee,” then upon his termination (as defined under Section 409A), any such payment shall be delayed until the date that is six months and one day following the Executive’s Termination Date if, absent such delay, such payment would otherwise be subject to penalty under Section 409A. In any event, the Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of such Section.

 

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12. Cooperation. The Executive agrees to cooperate with the Company in the investigation, defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company. The Executive’s cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with the Company’s counsel to prepare for discovery or any mediation, arbitration, trial, administrative hearing or other proceeding or to act as a witness when reasonably requested by the Company at mutually agreeable times and at locations mutually convenient to the Executive and the Company.

13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business; provided, however, that the rights and obligations of the Executive are personal and shall not be assigned by him, except only that payments payable to the Executive after the Executive’s death shall be made to the Executive’s estate.

14. Waiver of Rights. No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by any party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. Notwithstanding the foregoing, if the Company is merged with or into a third party which is engaged in multiple lines of business, or if a third party engaged in multiple lines of business succeeds to the Company’s assets or business, then for purposes of Section 3, the term “Company” shall mean and refer to the business of the Company as it existed immediately prior to such event and as it subsequently develops and not to the third party’s other businesses.

15. Validity. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

16. Confidentiality. The Executive understands and agrees that as a condition for payment to him of the severance benefits herein described, the terms and contents of this Agreement, and the contents of the negotiations and discussions resulting in this Agreement, shall be maintained as confidential by him and his agents and representatives and shall not be disclosed except to the extent required by federal or state law or as otherwise agreed to in writing by the Company; provided, however, that nothing herein shall prevent the Executive from making truthful disclosures to any governmental entity or in any litigation or arbitration.

17. Nature of Agreement. The Executive understands and agrees that this Agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.

18. Acknowledgments. The Executive acknowledges that he has been given at least twenty-one (21) days to consider this Agreement, and that the Company advised him to consult with an attorney of his own choosing prior to signing this Agreement. He further understands that he may revoke this Agreement for a period of seven (7) days after he signs it by notifying the General Counsel of the Company in writing and that this Agreement shall not be effective or enforceable until the expiration of this seven (7) day revocation period without the Agreement having been revoked. Finally, the Executive understands and agrees that by entering into this Agreement he is waiving any and all rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.

 

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19. Voluntary Assent. The Executive affirms that no other promises or agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Agreement, and that he fully understands the meaning and intent of this Agreement. The Executive further represents that he has had an opportunity to fully discuss and review the terms of this Agreement with an attorney, and understand the contents herein.

20. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof) except as may be preempted by ERISA or precluded by any other law. Any action, suit or other legal proceeding arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and the Executive each consents to the jurisdiction of such a court. The Company and the Executive each hereby irrevocably waives any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement.

21. Entire Agreement. With the exception of any outstanding option agreements and restricted stock agreements between the Executive and the Company, this Agreement constitutes the entire agreement between the parties and supercedes all prior agreements and understandings, whether written or oral, relating to the subject matters of this Agreement.

22. Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

WITNESS the execution hereof the day and year first above written.

/s/    Michael T. Wedge                            

Michael T. Wedge

Date:              11/21/06                             

BJ’S WHOLESALE CLUB, INC.

By  /s/    Herbert Zarkin                            

Date:              11/21/06                             

 

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Exhibit A

RESIGNATION

The undersigned hereby resigns as an employee and director of BJ’s Wholesale Club, Inc. and all of its subsidiaries, effective November 22, 2006.

/s/    Michael T. Wedge                

Michael T. Wedge

 
 
 
EMPLOYMENT AGREEMENT, MICHAEL T. WEDGE 
                                                                Michael T. Wedge
                                                                ----------------
 
                              EMPLOYMENT AGREEMENT
 
         AGREEMENT dated as of July 28, 1997 between Michael T. Wedge, whose
address is 48 Bridle Path, Franklin, Massachusetts 02038 ("Executive"), and BJ's
Wholesale Club, Inc., a Delaware corporation, whose principal office is in
Natick, Massachusetts ("Employer" or "Company").
 
         The parties hereto, in consideration of the mutual agreements
hereinafter contained and intending to be legally bound hereby, agree as
follows:
 
         1.  Employment.  The Executive is currently an employee of Waban Inc.
             -----------
After the spinoff of the Company from Waban Inc., Employer will employ Executive
and Executive will be an employee of Employer under the terms and conditions
hereinafter set forth. This Agreement supersedes and replaces any prior
employment agreement between Executive and Waban Inc. or its subsidiaries or
divisions, except for any Change of Control Severance Agreement between
Executive and Employer.
 
         2.  Term.  Executive's employment under the terms of this Agreement
             ----
shall commence on the date hereof and shall continue until July 31, 1998 and
thereafter until terminated by either Executive or Employer, subject to earlier
termination as provided herein (such period of employment hereinafter called the
"Employment Period").
 
         3.  Duties.  Executive shall diligently perform the duties of Executive
             ------
Vice President, Club Operations of the Company and such additional duties and
responsibilities as shall from time to time be assigned to Executive by the
President.
 
         4.  Extent of Services.  Except for illnesses and vacation periods,
             ------------------
Executive shall devote substantially all Executive's working time and attention
and Executive's best efforts to the performance of Executive's duties and
responsibilities under this Employment Agreement; provided, however, that
                                                  --------  -------
nothing herein contained shall be deemed to prevent or limit the right of
Executive (a) to make any passive investments where Executive is not obligated
or required to, and shall not in fact, devote any managerial efforts or (b) to
participate in charitable or community activities or in trade or professional
organizations, except only that Employer shall have the right to limit such
participation if the President believes that the time spent on such activities
infringes upon the time required by Executive for the performance of Executive's
duties under this Agreement or is otherwise incompatible with those duties.
<PAGE>
 
         5.  Base Salary.  During the Employment Period, Executive shall receive
             -----------
a base salary at the rate of $230,000.00 per year, or such higher amount as
Employer shall determine from time to time. Base salary shall be payable in such
manner and at such times as Employer shall pay base salary to other executive
employees.
 
         6.  Policies and Fringe Benefits.  Executive shall be subject to
             ----------------------------
Employer's policies applicable to its executives generally, and Executive shall
be entitled to receive all such fringe benefits as Employer shall from time to
time make available to other Employer executives generally (subject to the terms
of any applicable fringe benefit plan).
 
         7.  Termination of Employment; in General.
             -------------------------------------
 
         a)  Employer shall have the right to end Executive's employment at any
time and for any reason, with or without cause. Cause shall mean dishonesty by
Executive in the performance of Executive's duties, conviction of a felony
(other than a conviction arising solely under a statutory provision imposing
criminal liability upon Executive on a per se basis due to the Company offices
held by Executive, so long as any act or omission of Executive with respect to
such matter was not taken or omitted in contravention of any applicable policy
or directive of the Board of Directors of the Company), gross neglect of duties
(other than as a result of incapacity, disability or death), or conflict of
interest which conflict shall continue for 30 days after the Company gives
written notice to Executive requesting the cessation of such conflict.
 
         b)  The Employment Period shall terminate when Executive becomes
entitled to receive long-term disability compensation pursuant to Employer's
long-term disability plan. In addition, if by reason of any incapacity Executive
is unable to perform Executive's duties for at least six months in any 12 month
period, the Employment Period will be terminated for incapacity upon written
notice by Employer to Executive.
 
         c)  Whenever the Employment Period shall terminate, Executive shall
resign all offices or other positions Executive shall hold with Employer or any
parent corporation and any subsidiaries or divisions of Employer or any such
parent.
 
         8.  BENEFITS UPON TERMINATION OF EMPLOYMENT.
             ---------------------------------------
 
         a)  Termination by Employer Other Than for Cause, Disability or
             -----------------------------------------------------------
Incapacity. If the Employment Period shall have been terminated by Employer for
- ----------
any reason other than cause, disability or incapacity, no compensation or other
benefits shall be payable to or accrue to Executive hereunder except as follows:
 
 
                                        2
<PAGE>
 
             (i)   Vested vacation pay accrued at date of termination shall be
         paid one week after date of termination.
 
             (ii)  Employer will continue to pay to Executive Executive's then
         base salary for a period of 12 months from the date of termination,
         which base salary shall be reduced after three months for compensation
         earned from other employment or self-employment.
 
             (iii) Until the expiration of the period of base salary payments
         described in (ii) immediately above or until Executive shall commence
         other employment or self- employment, whichever shall first occur,
         Employer will provide such medical and hospital insurance and life
         insurance (but not long-term disability insurance) for Executive and
         Executive's family, comparable to the insurance provided for executives
         generally, as Employer shall determine, and upon the same terms and
         conditions as shall be provided for Employer's executives generally.
 
             (iv)  Employer will pay to Executive, without offset for
         compensation earned from other employment or self- employment, the
         following amounts under Employer's Management Incentive Plan ("MIP")
         applicable to Executive:
 
             First, if not already paid, any amounts to which Executive is
             entitled under MIP for the fiscal year ended immediately prior to
             Executive's termination of employment. These amounts will be paid
             at the same time as other awards for such prior year are paid.
 
             Second, such amount as Executive would have earned under MIP if
             Executive's employment had continued 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). This
             amount will be paid at the same time as other MIP awards for the
             year of termination are paid.
 
             (v)   Executive shall also be entitled to payments or benefits
         under other plans of Employer to the extent that such plans provide
         benefits following a termination of employment.
 
         b)  Termination for Death, Disability or Incapacity.  If the Employment
             -----------------------------------------------
Period shall terminate at any time by reason of death, disability or incapacity,
no compensation or other benefits shall be payable to or accrue to Executive
hereunder except as follows:
 
             (i)   Vested vacation pay accrued at date of termination shall be
         paid one week after date of termination.
 
                                       3
<PAGE>
 
             (ii)  Employer will pay to Executive, without offset for
         compensation earned from other employment or self- employment, the
         following amounts under MIP applicable to Executive:
 
             First, if not already paid, any amounts to which Executive is
             entitled under MIP for the fiscal year ended immediately prior to
             Executive's termination of employment. These amounts will be paid
             at the same time as other awards for such prior year are paid.
 
             Second, such amount as Executive would have earned under MIP if
             Executive's employment had continued 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). This
             amount will be paid at the same time as other MIP awards for the
             year of termination are paid.
 
             (iii) Executive shall also be entitled to payments or benefits
         under other plans of Employer to the extent that such plans provide
         benefits following a termination of employment.
 
         c)  Voluntary Termination; Termination for Cause; Violation of Certain
             ------------------------------------------------------------------
Covenants. If Executive should end Executive's employment voluntarily or if
- ---------
Employer should end Executive's employment for cause, or if Executive should
violate the protected persons or noncompetition provisions of Section 9, all
compensation and benefits otherwise payable pursuant to this Agreement shall
cease. Employer does not waive any rights it may have for damages or for
injunctive relief.
 
         9.  Agreement Not to Solicit or Compete.
             -----------------------------------
 
         (a)  Upon the termination of the Employment Period at any time for any
reason, Executive shall not during the Prohibited Period under any circumstances
employ, solicit the employment of, or accept unsolicited the services of, any
"protected person", or recommend the employment of any "protected person" to any
other business organization in which Executive has any direct or indirect
interest (other than a less-than-one percent equity interest in an entity), with
which Executive is affiliated or for which Executive renders any services.
"Prohibited Period" shall mean a period coterminous with the period of base
salary continuation (without regard to reduction for income from other
employment or self-employment) which is applicable or which would have been
applicable had the termination been pursuant to Section 8(a). A "protected
person" shall be a person known by Executive to be employed by Employer or its
subsidiaries at or within six months prior to the commencement of conversations
with such person with respect to employment.
 
 
                                       4
<PAGE>
 
         As to (i) each "protected person" to whom the foregoing applies, (ii)
each limitation on (A) employment of, (B) solicitation of, and (C) unsolicited
acceptance of services from, each "protected person" and (iii) each month of the
period during which the provisions of this subsection (a) apply to each of the
foregoing, the provisions set forth in this subsection (a) are deemed to be
separate and independent agreements and in the event of unenforceability of any
such agreement, such unenforceable agreement shall be deemed automatically
deleted from the provisions hereof and such deletion shall not affect the
enforceability of any other provision of this subsection (a) or any other term
of this Agreement.
 
         (b) During the course of Executive's employment, Executive will have
learned many trade secrets of the Company and will have access to confidential
information and business plans of the Employer. Therefore, if Executive should
end Executive's employment voluntarily at any time, including by reason of
retirement, disability or incapacity, or if Employer should end Executive's
employment at any time for cause, then during the Prohibited Period, Executive
will not engage, either as a principal, employee, partner, consultant or
investor (other than a less-than-one percent equity interest in an entity), in a
business which is a competitor of Employer. A business shall be deemed a
competitor of Employer if it shall operate a chain of membership warehouse clubs
(such as Sam's Club or Costco), or warehouse stores selling food and/or general
merchandise, that includes a warehouse store located within 10 miles of any
"then existing" BJ's Wholesale Club warehouse store. The term "then existing" in
the previous sentence shall refer to any such warehouse store that is, at the
time of termination of the Employment Period, operated by the Company or any of
its subsidiaries or divisions or under lease for operation as aforesaid. Nothing
herein shall restrict the right of Executive to engage in a business that
operates exclusively a chain of home improvement stores, conventional or full
mark-up department stores, general merchandise discount department stores,
conventional supermarkets, or apparel stores. Executive agrees that if, at any
time, pursuant to action of any court or administrative or governmental body,
the operation of any part of this paragraph shall be determined to be unlawful
or otherwise unenforceable, then the coverage of this paragraph shall be deemed
to be restricted as to duration, geographical scope or otherwise, to the extent,
and only to the extent, necessary to make this paragraph lawful and enforceable
in the particular jurisdiction in which such determination is made.
 
         If the Employment Period terminates, Executive agrees (i) to notify
Employer immediately upon Executive's securing employment or becoming
self-employed during any period when Executive's compensation from Employer
shall be subject to reduction or Executive's benefits provided by Employer shall
be subject to termination as provided in Section 8, and (ii) to furnish to
 
                                       5
<PAGE>
 
Employer written evidence of Executive's compensation earned from any such
employment or self-employment as Employer shall from time to time request. In
addition, upon termination of the Employment Period for any reason other than
the death of Executive, Executive shall immediately return to Employer all
written trade secrets, confidential information and business plans of Employer
and shall execute a certificate certifying that Executive has returned all such
items in Executive's possession or under Executive's control. In the event of
the death of Executive, Executive's estate shall comply with this obligation.
 
         10.  ASSIGNMENT.  The rights and obligations of Employer shall inure to
              ----------
the benefit of and shall be binding upon the successors and assigns of Employer.
The rights and obligations of Executive are not assignable except only that
payments payable to Executive after Executive's death shall be made to
Executive's estate.
 
         11.  NOTICES.  All notices and other communications required hereunder
              -------
shall be in writing and shall be given either by personal delivery or by mailing
the same by certified or registered mail, return receipt requested, postage
prepaid. If sent to Employer, the same shall be mailed to Employer at One Mercer
Road, Natick, MA 01760, Attention: President, or such other address as Employer
may hereafter designate by notice to Executive; and if sent to Executive, the
same shall be mailed to Executive at his address set forth above, or at such
other address as Executive may hereafter designate by notice to Employer.
Notices shall be effective upon receipt.
 
         12.  GOVERNING LAW.  This Agreement and the rights and obligations of
              -------------
the parties hereunder shall be governed by the laws of the Commonwealth of
Massachusetts.
 
         WITNESS the execution hereof the day and year first above written.
 
 
                                                 /s/ Michael T. Wedge
                                                 -------------------------
                                                 Executive
 
 
                                                 BJ'S WHOLESALE CLUB, INC.
 
 
                                                 
                                                 By /s/ John J. Nugent
                                                   -----------------------
                                                    John J. Nugent
                                                    President
 
 
                                       6
 
Back to Top
 
 
CHANGE OF CONTROL AGREEMENT
 
 
                                           (As amended through January 11, 2000)
 
 
                           BJ'S WHOLESALE CLUB, INC.
                      Change of Control Severance Benefit
                       Plan for Key Employees, as Amended
 
     BJ's Wholesale Club, Inc. (the "Company") desires to assure that it and its
Subsidiaries (collectively, the "Employer") will have the benefit of the
continued service and experience of certain of their key employees and to assure
the Employer and such employees of the continuity of management of the Company
and the Employer in the event of a change of control of the Company, and adopts
this plan as amended and restated (the "Plan") to provide such assurances. This
Plan is intended to cover as Participants those employees of the Employer who
are designated or otherwise described as a Participant in Exhibit A, paragraph
(j).
 
     1.    Benefits Upon Change of Control.
          --------------------------------
 
     1.01  In General.  Within 30 days following a Change of Control, whether or
           ----------
not a Participant's employment has been terminated, the Company shall pay to the
Participant the following in a lump sum:
 
          (a) an amount equal to the product of (i) the "Target Bonus" under the
     BJ's Wholesale Club, Inc. Management Incentive Plan or any other annual
     incentive plan which is applicable to the Participant for the fiscal year
     in which the Change of Control occurs and (ii) a fraction, the numerator of
     which is the number of days in such fiscal year prior to the Change of
     Control and the denominator of which is 365; and
 
          (b) if the Participant is a participant in any long-range incentive
     plan at the time of the Change of Control, the benefits and payment
     provided for by the terms of such plan upon the occurrence of a Change of
     Control.
 
     1.02  Benefits Following a Qualified Termination. Participants whose
           ------------------------------------------
employment terminates in a Qualified Termination shall be entitled to the
following additional benefits:
 
          (a) Within 30 days following the Participant's Date of Termination,
     the Employer shall pay to the Participant an amount equal to the accrued
     and unpaid portion of the Participant's Base Salary through the Date of
     Termination.
 
          (b) In addition to the amount described in paragraph (a) above, but
     subject to paragraph (c) below, the Employer shall pay and/or provide to
     the Participant all other benefits to which the Participant is entitled
     upon termination of the Participant's employment as set forth in any
     Company Severance Policy applicable to such Participant in existence
     immediately prior to the Change of Control (or in existence on the Date of
     Termination, if the benefits thereunder are greater), at the times and in
     the manner described in such Severance Policy.
<PAGE>
 
          (c) In addition to amounts described in paragraph (a) above, the
     Employer shall pay in a single lump sum an amount equal to the
     Participant's Base Salary, determined as hereinafter provided, multiplied
     by the Applicable Number of Weeks, determined as provided on Exhibit B, to
     any Participant who had been employed by the Employer for at least 12
     months prior to the Date of Termination. The Base Salary payable under this
     paragraph shall equal the Participant's Base Salary as in effect
     immediately prior to the Change of Control or, if greater, the
     Participant's Base Salary as in effect immediately prior to the Date of
     Termination. The benefit described in this paragraph shall be paid in lieu
     of the benefit described in paragraph (b) unless the benefit described in
     paragraph (b) is greater, in which case the benefit described in paragraph
     (b) shall be paid in lieu of the benefit described in this paragraph (c).
 
          (d) The Employer shall arrange and pay for continuation of medical and
     life insurance benefits for the Participant (which shall be in amount and
     terms substantially comparable to those in effect immediately prior to the
     Change of Control) for a period commencing on the Date of Termination and
     continuing for the Applicable Number of Weeks. To the extent the
     Participant, immediately prior to the Change of Control, was responsible
     for paying a portion of the premiums with respect to such insurance
     benefits, the Participant shall be required to continue to pay such amount.
 
     1.03  Coordination With Certain Tax Rules.
           -----------------------------------
          (a) Notwithstanding any other provision of this Plan, in the event
     that the Company undergoes a Change in Ownership or Control (as defined
     below), the Company shall not be obligated to provide to the Participant a
     portion of any "Contingent Compensation Payments" that the Participant
     would otherwise be entitled to receive to the extent necessary to eliminate
     any "excess parachute payments" (as defined in Section 280G(b)(1) of the
     Internal Revenue Code of 1986, as amended (the "Code")) for the
     Participant. For purposes of this Section 1.03, the Contingent Compensation
     Payments so eliminated shall be referred to as the "Eliminated Payments"
     and the aggregate amount (determined in accordance with Proposed Treasury
     Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the
     Contingent Compensation Payments so eliminated shall be referred to as the
     "Eliminated Amount."
 
          (b) For purposes of this Section 1.03, the following terms shall have
     the following respective meanings:
 
               (i) "Change in Ownership or Control" shall mean a change in the
          ownership or effective control of the Company or in the ownership of a
          substantial portion of the assets of the Company determined in
          accordance with Section 280G(b)(2) of the Code.
 
 
               (ii) "Contingent Compensation Payments" shall mean any payment
          (or benefit) in the nature of compensation that is made or made
          available (under this Agreement or otherwise) to a "disqualified
          individual" (as defined in Section 280G(c) of the Code) and that is
          contingent (within the meaning of Section
 
                                       2
<PAGE>
 
          280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of
          the Company.
 
 
          (c) Any payments or other benefits otherwise due to the Participant
     following a Change in Ownership or Control that could be characterized (as
     reasonably determined by the Company) as Contingent Compensation Payments
     shall not be made until the determination, pursuant to this Section
     1.03(c), of which Contingent Compensation Payments shall be treated as
     Eliminated Payments. Within 30 days after each date on which the
     Participant first becomes entitled to receive (whether or not then due) a
     Contingent Compensation Payment relating to such Change in Ownership or
     Control, the Company shall determine and notify the Participant (with
     reasonable detail regarding the basis for its determinations) (i) which of
     such payments and benefits constitute Contingent Compensation Payments and
     (ii) the Eliminated Amount. Within 30 days after delivery of such notice to
     the Participant, the Participant shall notify the Company which Contingent
     Compensation Payments, or portions thereof (the aggregate amount of which,
     determined in accordance with Proposed Treasury Regulation Section 1.280G-
     1, Q/A-30 or any successor provision, shall be equal to the Eliminated
     Amount), shall be treated as Eliminated Payments. In the event that the
     Participant fails to notify the Company pursuant to the preceding sentence
     on or before the required date, the Contingent Compensation Payments (or
     portions thereof) that shall be treated as Eliminated Payments shall be
     determined by the Company in its absolute discretion.
 
          (d) The provisions of this Section 1.03 are intended to apply to any
     and all payments or benefits available to the Participant under this Plan
     or any other agreement or plan of the Company under which the Participant
     receives Contingent Compensation Payments.
 
 
     1.04 Definitions.  The terms defined in Exhibits A and C hereto are used
          -----------
     herein as so defined.
 
     2.   Noncompetition; No Mitigation of Damages; Other Severance Payments;
          -------------------------------------------------------------------
          Withholding.
          -----------
 
     2.01 Noncompetition.  Upon a Change of Control, any agreement by a
          --------------
Participant not to engage in competition with the Employer subsequent to the
termination of his employment, whether contained in an employment contract or
other agreement, shall no longer be effective.
 
     2.02 No Duty to Mitigate Damages.  A Participant's benefits under this
          ---------------------------
Plan shall be considered severance pay in consideration of his past and future
services, and his entitlement thereto shall neither be governed by any duty to
mitigate his damages by seeking further employment nor offset by any
compensation he may receive from future employment.
 
     2.03  Other Severance Payments.  In the event that the Participant has an
           ------------------------
employment contract or any other agreement with the Employer which entitles the
Participant to severance payments upon the termination of his employment with
the Employer (other than payments to be made under the Company's Severance
Policy as described in Section 1.02(b)), the amount of any
 
                                       3
<PAGE>
 
such severance payments shall be deducted from the payments to be made to the
Participant under this Plan so as to avoid duplication of severance benefits.
 
     2.04 Withholding.  Anything to the contrary notwithstanding, all payments
          -----------
required to be made by the Employer hereunder to a Participant shall be subject
to the withholding of such amounts, if any, relating to tax and other payroll
deductions as the Employer may reasonably determine it should withhold pursuant
to any applicable law or regulation.
 
     3.   Notice of Termination.  During a Standstill Period, a Participant's
          ---------------------
employment may be terminated by the Employer only upon 30 days' written notice
to the Participant.
 
     4.   Notices.  All notices shall be in writing and shall be deemed given
          -------
five days after mailing in the continental United States by registered or
certified mail, or upon personal receipt after delivery, telex, telecopy or
telegram, to the party entitled thereto at the address stated below or to such
changed address as the addressee may have given by a similar notice:
 
          To the Employer:     c/o BJ's Wholesale Club, Inc.
                               One Mercer Road
                               Natick, Massachusetts 01760
                               Attention:  Treasurer
 
          To the Participant:  At his home address,
                               as last shown on the
                               records of the Employer
 
     5.   Severability.  In the event that any provision of this Plan shall be
          ------------
determined to be invalid or unenforceable, such provision shall be enforceable
in any other jurisdiction in which valid and enforceable. In any event the
remaining provisions shall remain in full force and effect to the fullest extent
permitted by law.
 
     6.   Continued Employment.  This Plan shall not give a Participant any
          --------------------
right of continued employment or any right to any compensation or benefits from
the Company or the Employer except the benefits specifically provided for herein
and shall not limit the Employer's right to change the terms of or terminate the
Participant's employment, with or without Cause, at any time other than during a
Standstill Period, except as may be otherwise provided in a written employment
agreement between the Participant and the Employer.
 
     7.   Amendment and Termination.  This Plan shall be effective as of the
          -------------------------
Effective Date through March 31, 2002; provided that on March 31, 2000 and each
March 31 thereafter, the termination date provided in this clause shall be
automatically extended for an additional year (the "Date") (so that on March 31,
2000 the Date shall become March 31, 2003, and so on) unless, not later than 90
days prior to any March 31, the Company acting by its Board of Directors elects
not to renew this Plan. Notwithstanding the foregoing, this Plan and the
employee benefits described herein may be amended or terminated as to all
Participants or as to any specific Participant at any time by the Company acting
by its Board of Directors and shall be automatically terminated with respect to
any specific Participant upon the first to occur of the
 
                                       4
<PAGE>
 
following: (i) he no longer has the title "Senior Vice President," "Vice
President," "Assistant Vice President," "Manager of," "Buyer," or "Regional
Manager" or is no longer a "Manager" or a "staff person in Grades 27-32" (or
such other management title or category as the Board of Directors of the Company
may from time to time specify for purposes of Exhibit B, paragraph (j)) or (ii)
his employment is terminated or (iii) if he is employed by a Subsidiary of the
Company, the Subsidiary either ceases to be a Subsidiary of the Company or sells
or otherwise disposes of all or substantially all of its assets; provided that
no such amendment or termination which occurs during a Standstill Period shall
terminate or affect the existing rights of any Participant hereunder except that
all such rights shall terminate as to a Participant employed by a Subsidiary
which has either ceased to be a Subsidiary of the Company or sold all or
substantially all of its assets during a Standstill Period unless the employment
of the Participant shall have been terminated in a Qualified Termination within
90 days of such event.
 
     8.   Legal Fees and Expenses.  The Employer shall pay all legal fees and
          -----------------------
expenses, including but not limited to counsel fees, stenographer fees, printing
costs, etc. incurred by a Participant in reasonably contesting or disputing that
the termination of his employment during a Standstill Period is for Cause or
other than for good reason (as defined in Exhibit A, paragraph (k)) or in
obtaining any right or benefit to which the Participant is entitled under this
Plan. Any amount payable under this Plan that is not paid when due shall accrue
interest at the prime rate as from time to time in effect at BankBoston (or any
successor thereto, or if there is no successor entity thereto, such other
commercial banking institution as shall be selected by the Executive
Compensation Committee of the Company's Board of Directors) until paid in full.
 
     9.   Binding on Successors.  This Plan shall be binding on any successor to
          ---------------------
all or substantially all of the Company's business or assets.
 
     10.  Governing Law.  This Plan shall be governed by the laws of the
          -------------
Commonwealth of Massachusetts.
 
                                       5
<PAGE>
 
                                   EXHIBIT A
                                  Definitions
                                  -----------
 
     The following terms as used in this Plan and Exhibits shall have the
following meanings:
 
     (a) "Base Salary" shall mean the Participant's weekly base salary,
exclusive of any bonus or other benefits he may receive; provided, however, that
                                                         --------  -------
for purposes of Section 1.02(c) only, Base Salary shall include the dollar
amount of any auto allowance.
 
     (b) "Cause" shall mean, with respect to any Participant, (i) dishonesty,
(ii) conviction of a felony, (iii) gross neglect of duties (other than as a
result of Incapacity, Disability or death), or (iv) conflict of interest;
provided that for purpose of clauses (iii) or (iv) any such gross neglect or
conflict shall continue for 30 days after the Company gives written notice to
the Participant requesting the cessation of such gross neglect or conflict, as
the case may be.
 
     In respect of any termination during a Standstill Period, the Participant
shall not be deemed to have been terminated for Cause until the later to occur
of (i) the 30th day after notice of termination is given and (ii) the delivery
to the Participant of a copy of a resolution duly adopted by the affirmative
vote of not less than a majority of the Company's directors at a meeting called
and held for that purpose (after reasonable notice to the Participant), and at
which the Participant together with his counsel was given an opportunity to be
heard, finding that the Participant was guilty of conduct described in the
definition of "Cause" above, and specifying the particulars thereof in detail;
provided, however, that the Company may suspend the Participant and withhold
--------  -------
payment of his Base Salary from the date that notice of termination is given
until the earliest to occur of (a) termination of the Participant for Cause
effected in accordance with the foregoing procedures (in which case the
Participant shall not be entitled to his Base Salary for such period), (b) a
determination by a majority of the Company's directors that the Participant was
not guilty of the conduct described in the definition of "Cause" above (in which
case the Participant shall be reinstated and paid any of his previously unpaid
Base Salary for such period), or (c) the 90th day after notice of termination is
given (in which case the Participant shall be reinstated and paid any of his
previously unpaid Base Salary for such period).
 
     (c) "Change of Control" shall have the meaning set forth in Exhibit C.
 
     (d) "Company" shall mean BJ's Wholesale Club, Inc. or any successor.
 
     (e) "Date of Termination" shall mean the date on which the Participant's
employment is terminated.
 
     (f) "Disability" shall have the meaning given it in the Company's long-term
disability plan.  A Participant's employment shall be deemed to be terminated
for Disability on the date on which the Participant is entitled to receive long-
term disability compensation pursuant to such long-term disability plan.
 
                                       6
<PAGE>
 
     (g) "Employer" shall have the meaning set forth in the first paragraph of
this Plan.
 
     (h) "Effective Date" shall mean January 11, 2000.
 
     (i) "Incapacity" shall mean a disability (other than Disability within the
meaning of paragraph (f) of this Exhibit A) or other impairment of health that
renders the Participant unable to perform his duties to the satisfaction of the
Executive Compensation Committee of the Board of Directors of the Company.  If
by reason of Incapacity the Participant is unable to perform his duties for at
least six months in any 12-month period, upon written notice by the Company to
the Participant the employment of the Participant shall be deemed to have been
terminated by reason of Incapacity.
 
     (j) "Participant" shall mean any employee of the Employer who has the
management title "Senior Vice President," "Vice President," "Assistant Vice
President," "Manager of," "Buyer," or "Regional Manager" and other Managers and
staff personnel who are ranked at Grades 27 through 32 (or such other management
title or category as the Board of Directors of the Company may from time to time
specify, with reference to this definition), and who does not have a separate
severance agreement with the Employer relating to a Change of Control.  The
Company shall keep a current list of the names of all Participants.
 
     (k) "Qualified Termination" shall mean the termination of the Participant's
employment during a Standstill Period (i) by the Employer other than for Cause,
or (ii) by the Participant for good reason, or (iii) by reason of death,
Incapacity or Disability.
 
     For purposes of this definition, termination for "good reason" shall mean,
with respect to any Participant, the voluntary termination by the Participant of
his employment (A) within 120 days after the occurrence without the
Participant's express written consent of any of the events described in clauses
(I), (II), (III), (IV), (V) or (VI) below, provided that the Participant gives
notice to the Company at least 30 days in advance requesting that the situation
described in those clauses be remedied, and the situation remains unremedied
upon expiration of such 30-day period; or (B) within 120 days after the
occurrence without the Participant's express written consent of the events
described in clauses (VII) or (VIII) below, provided that the Participant gives
notice to the Company at least 30 days in advance:
 
     (I)  the assignment to him of any duties inconsistent with his positions,
          duties, responsibilities, and status with the Employer immediately
          prior to a Change of Control, or a change in the Participant's titles
          or offices as in effect immediately prior to a Change of Control, or
          any removal of the Participant from or any failure to reelect him to
          such positions, except in connection with the termination of the
          Participant's employment by the Employer for Cause or by the
          Participant other than for good reason; or
 
     (II) if the Participant's rate of Base Salary for any fiscal year is less
          than 100 percent of the rate of Base Salary paid to the Participant in
          the completed fiscal year immediately preceding the Change of Control,
          or if the Participant's total cash compensation opportunities,
          including salary and incentives, for any fiscal year
 
                                       7
<PAGE>
 
          are less than 100 percent of the total cash compensation opportunities
          made available to the Participant in the completed fiscal year
          immediately preceding the Change of Control, unless any such reduction
          represents an overall reduction of no more than 5 percent of the rate
          of Base Salary paid or cash compensation opportunities made available,
          as the case may be, and affects all other employees having similar job
          titles (it being the Employer's burden to establish this fact); or
 
   (III)  the failure of the Employer to continue in effect any benefit or
          perquisite, or any pension, life insurance, medical insurance or
          disability plan in which the Participant was participating immediately
          prior to a Change of Control (the "Benefits", individually, a
          "Benefit") unless the Employer provides the Participant  substantially
          similar Benefits, or the taking of any action by the Employer that
          would adversely affect the Participant's participation in or
          materially reduce any of the Participant's Benefits or deprive the
          Participant of any material Benefit enjoyed by the Participant
          immediately prior to a Change of Control, unless any elimination or
          reduction of any Benefit, or any adverse effect on Participant's
          participation has an aggregate value equal to no more than 5 percent
          of the Benefits, and affects all other employees having similar job
          titles or in similar grades (it being the Employer's burden to
          establish this fact); or
 
   (IV)   any purported termination of the Participant's employment by the
          Employer for Cause during a Standstill Period which is not effected in
          compliance with paragraph (b) of this Exhibit; or
 
   (V)    any relocation of the Participant of more than 40 miles from the place
          where the Participant was located at the time of the Change of
          Control; or
 
   (VI)   any other breach by the Company with respect to the Participant of any
          provision of this Plan; or
 
   (VII)  the Company sells or otherwise disposes of, in one transaction or a
          series of related transactions, assets or earning power aggregating
          more than 30 percent of the assets (taken at asset value as stated on
          the books of the Company determined in accordance with generally
          accepted accounting principles consistently applied) or earning power
          of the Company (on an individual basis) or the Company and its
          Subsidiaries (on a consolidated basis) to any other Person or Persons
          (as those terms are defined in Exhibit C); or
 
   (VIII) if the Participant is employed by a Subsidiary of the Company, such
          Subsidiary either ceases to be a subsidiary of the Company or sells or
          otherwise disposes of, in one transaction or a series of related
          transactions, assets or earning power aggregating more than 30 percent
          of the assets (taken at asset value as stated on the books of the
          Subsidiary determined in accordance with generally accepted
 
                                       8
<PAGE>
 
          accounting principles consistently applied) or earning power of such
          Subsidiary (on a non-consolidated basis) or such Subsidiary and its
          subsidiaries (on a consolidated basis) to any other Person or Persons
          (as those terms are defined in Exhibit C).
 
     (l)  "Standstill Period" shall be the period commencing on the date of a
Change of Control and continuing until the close of business on the last
business day of the 24th calendar month following such Change of Control.
 
     (m)  "Subsidiary" shall mean any corporation in which the Company owns,
directly or indirectly, 50 percent or more of the total combined voting power of
all classes of stock or with respect to determining the Subsidiaries of a
Subsidiary in paragraph (k) (VIII) of this Exhibit A, shall mean any corporation
in which the Subsidiary owns, directly or indirectly, 50 percent or more of the
total combined power of all classes of stock.
 
                                       9
<PAGE>
 
                             EXHIBIT B, as amended
 
          Determination of Benefits Following a Qualified Termination
          -----------------------------------------------------------
 
 
 The "Applicable Number of Weeks" with respect to a Participant is as follows:
 
 
<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------
     If the Participant's title immediately prior to the       The Applicable Number of Weeks is...
     Change of Control is...
     <S>                                                     <C>
     -------------------------------------------------------------------------------------------------
     Senior Vice President                                   78 weeks
     -------------------------------------------------------------------------------------------------
     Vice President                                          65 weeks
     -------------------------------------------------------------------------------------------------
     Assistant Vice President                                52 weeks
     -------------------------------------------------------------------------------------------------
     Manager of                                              The greater of 39 weeks or 4 weeks per
                                                             year of service (but no more than 52
                                                             weeks)
     -------------------------------------------------------------------------------------------------
     Buyer                                                   The greater of 39 weeks or 4 weeks per
                                                             year of service (but no more than 52
                                                             weeks)
     -------------------------------------------------------------------------------------------------
     Regional Manager                                        The greater of 39 weeks or 4 weeks per
                                                             year of service (but no more than 52
                                                             weeks)
     -------------------------------------------------------------------------------------------------
     Other Managers and Staff Grades 27-32                   The greater of 39 weeks or 4 weeks per
                                                             year of service (but no more than 52
                                                             weeks)
     -------------------------------------------------------------------------------------------------
</TABLE>
 
                                       10
<PAGE>
 
                                   EXHIBIT C
 
 
                        Definition of Change of Control
                        -------------------------------
 
For the purposes of this Plan, a "Change of Control" shall mean:
 
          (a) The acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then-outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which satisfies the
criteria set forth in clauses (i), (ii) and (iii) of subsection (c) of this
definition; or
 
          (b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequently
to the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board (except that this proviso shall
not apply to any individual whose initial assumption of office as a director
occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board); or
 
          (c) Consummation of a reorganization, merger or consolidation
involving the Company or a sale or other disposition of all or substantially all
of the assets of the Company (a "Business Combination"), in each case, unless,
immediately following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, of the
corporation resulting from such Business Combination (which as used in section
(c) of this definition shall include, without limitation, a corporation which as
a result of such transaction owns the Company or all or substantially all of the
Company's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person
 
                                       11
<PAGE>
 
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination, or the
combined voting power of the then-outstanding voting securities of such
corporation and (iii) at least half of the members of the board of directors of
the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
 
          (d) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
 
                                       12
                                                                    
 
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                                  Amendment to
                  February 4, 1999 Change of Control Agreement
                          Between Michael T. Wedge and
                            BJ's Wholesale Club, Inc.
 
     The February 4, 1999 Change of Control Agreement (the "Agreement") between
Michael T. Wedge of 10 Tammer Lane, Hopkinton, Massachusetts 01748 ("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.
 
<PAGE>
 
          (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/ Herbert J. Zarkin
                                              ----------------------------------
                                              Herbert J. Zarkin, Chairman of
                                              the Board
 
 
                                          By: /s/ Michael T. Wedge
                                              ----------------------------------
                                              Michael T. Wedge, President and
                                              Chief Executive Officer
 
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