Bjs Wholesale Club Inc Sample Contracts

Bjs Wholesale Club Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BJ’S WHOLESALE CLUB, INC. (September 30th, 2011)

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801, and the name of its registered agent at such address is The Corporation Trust Company.

Bjs Wholesale Club Inc – AGREEMENT AND PLAN OF MERGER by and among BEACON HOLDING INC., BEACON MERGER SUB INC. and BJ’S WHOLESALE CLUB, INC. Dated as of June 28, 2011 (June 29th, 2011)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 28, 2011, by and among Beacon Holding Inc., a Delaware corporation (the “Buyer”), Beacon Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”).

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB ANNOUNCES DEFINITIVE AGREEMENT TO BE ACQUIRED BY LEONARD GREEN & PARTNERS AND CVC FOR $51.25 PER SHARE IN CASH Transaction Valued at Approximately $2.8 Billion (June 29th, 2011)

WESTBOROUGH, Mass. – June 29, 2011 – BJ’s Wholesale Club, Inc. (NYSE: BJ) (“BJ’s” or the “Company”) today announced that it has entered into a definitive agreement to be acquired by affiliates of Leonard Green & Partners, L.P. (“LGP”) and funds advised by CVC Capital Partners (“CVC”) in an all-cash transaction valued at approximately $2.8 billion. Under the terms of the agreement, BJ’s shareholders will receive $51.25 per share in cash for each share of BJ’s common stock they hold, representing an approximately 38% premium to the closing price of BJ’s shares on June 30, 2010, the day before LGP announced its 9.5% ownership stake in the Company, and an approximately 7% premium to the closing price of BJ’s shares on June 28, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (May 27th, 2011)

This Amendment No. 2 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Cornel Catuna (“Executive”) is made as of May 26, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE OF CONTROL SEVERANCE BENEFIT PLAN FOR KEY EMPLOYEES (May 27th, 2011)

The BJ’s Wholesale Club, Inc. Change of Control Severance Benefit Plan for Key Employees (the “Plan”) is amended as of May 26, 2011, as follows:

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (May 27th, 2011)

This Amendment No. 3 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Christina M. Neppl (“Executive”) is made as of May 26, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (May 27th, 2011)

This Amendment No. 3 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Laura J. Sen (“Executive”) is made as of May 26, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (May 27th, 2011)

This Amendment No. 2 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Peter Amalfi (“Executive”) is made as of May 26, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (May 27th, 2011)

This Amendment No. 3 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Lon F. Povich (“Executive”) is made as of May 26, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (May 27th, 2011)

This Amendment No. 2 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Robert W. Eddy (“Executive”) is made as of May 26, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 18th day of December, 2009, by and between BJ’s Wholesale Club, Inc. (the “Company”) and Christina M. Neppl (the “Executive”):

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. 2010 ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 20th day of December, 2010 by and between BJ’s Wholesale Club, Inc. (the “Company”) and Thomas F. Gallagher (the “Executive”):

Bjs Wholesale Club Inc – CHANGE OF CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

THIS AGREEMENT between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Robert W. Eddy (“Executive”), dated as of January 30, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

This Amendment No. 1 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Robert W. Eddy (“Executive”) is made as of March 24, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. 2010 ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 20th day of December, 2010 by and between BJ’s Wholesale Club, Inc. (the “Company”) and Laura J. Sen (the “Executive”):

Bjs Wholesale Club Inc – EMPLOYMENT AGREEMENT (March 28th, 2011)

AGREEMENT dated as of January 30, 2011, between Cornel Catuna, whose address is 32 Stable Way, Medway, Massachusetts 02053 (“Executive”), and BJ’ s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

This Amendment No. 2 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Christina M. Neppl (“Executive”) is made as of March 24, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 1 TO CHANGE OF CONTROL SEVERANCE BENEFIT PLAN FOR KEY EMPLOYEES (March 28th, 2011)

The BJ’s Wholesale Club, Inc. Change of Control Severance Benefit Plan for Key Employees, Amended and Restated January 31, 2010 (the “Plan”), is amended as of March 24, 2011, as follows:

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. 2010 ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 20th day of December, 2010 by and between BJ’s Wholesale Club, Inc. (the “Company”) and Frank D. Forward (the “Executive”):

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 21st day of December, 2009, by and between BJ’s Wholesale Club, Inc. (the “Company”) and Laura J. Sen (the “Executive”):

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

This Amendment No. 1 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Cornel Catuna (“Executive”) is made as of March 24, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. 2010 ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 20th day of December, 2010 by and between BJ’s Wholesale Club, Inc. (the “Company”) and Lon F. Povich (the “Executive”):

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

This Amendment No. 2 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Laura J. Sen (“Executive”) is made as of March 24, 2011.

Bjs Wholesale Club Inc – EMPLOYMENT AGREEMENT (March 28th, 2011)

AGREEMENT dated as of January 30, 2011, between Peter Amalfi, whose address is 7 Partridge Way, Holliston, Massachusetts 01746 (“Executive”), and BJ’s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).

Bjs Wholesale Club Inc – CHANGE OF CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

THIS AGREEMENT between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Cornel Catuna (“Executive”), dated as of January 30, 2011.

Bjs Wholesale Club Inc – CHANGE OF CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

THIS AGREEMENT between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Peter Amalfi (“Executive”), dated as of January 30, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 21st day of December, 2009, by and between BJ’s Wholesale Club, Inc. (the “Company”) and Thomas F. Gallagher (the “Executive”):

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. CHANGE OF CONTROL SEVERANCE BENEFIT PLAN FOR KEY EMPLOYEES As Amended and Restated January 31, 2010 (March 28th, 2011)

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).

Bjs Wholesale Club Inc – EMPLOYMENT AGREEMENT (March 28th, 2011)

AGREEMENT dated as of January 30, 2011, between Robert W. Eddy, whose address is 7 Kettle Way, Dracut, Massachusetts 01826 (“Executive”), and BJ’ s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. 2010 ADDENDUM TO EMPLOYMENT AGREEMENT (March 28th, 2011)

This Addendum to Employment Agreement is entered into this 20th day of December, 2010 by and between BJ’s Wholesale Club, Inc. (the “Company”) and Christina M. Neppl (the “Executive”):

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 2 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

This Amendment No. 2 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Lon F. Povich (“Executive”) is made as of March 24, 2011.

Bjs Wholesale Club Inc – BJ’S WHOLESALE CLUB, INC. AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT (March 28th, 2011)

This Amendment No. 1 to Change in Control Severance Agreement (the “Amendment”) between BJ’s Wholesale Club, Inc. (the “Company”) and Peter Amalfi (“Executive”) is made as of March 24, 2011.

Bjs Wholesale Club Inc – AGREEMENT AND GENERAL RELEASE (January 7th, 2011)

THIS SEPARATION PAY AGREEMENT AND GENERAL RELEASE (the “Agreement”) dated as of January 5, 2011, is entered into between Thomas F. Gallagher (the “Executive”), and BJ’s Wholesale Club, Inc. (“BJ’s”) a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts 01760.

Bjs Wholesale Club Inc – AGREEMENT AND GENERAL RELEASE (January 7th, 2011)

THIS SEPARATION PAY AGREEMENT AND GENERAL RELEASE (the “Agreement”) dated as of January 5, 2011, is entered into between Frank D. Forward (the “Executive”), and BJ’s Wholesale Club, Inc. (“BJ’s”) a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts 01760.

Bjs Wholesale Club Inc – CONSULTING AGREEMENT (January 7th, 2011)

This CONSULTING AGREEMENT (the “Agreement”) dated as of January 5, 2011, is entered into between Frank D. Forward (the “Consultant”) and BJ’s Wholesale Club, Inc. (“BJ’s” or the “Company”).