BJ's Wholesale Club Holdings, Inc. Sample Contracts

BJ's Wholesale Club Holdings, Inc. – FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of February 3, 2017 among BEACON HOLDING INC., as Holdings, BJ’S WHOLESALE CLUB, INC., as the Borrower, THE LENDERS PARTY HERETO, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and Collateral Agent, NOMURA SECURITIES INTERNATIONAL, INC. AND JEFFERIES FINANCE LLC, as Joint Bookrunners and Joint Lead Arrangers (February 11th, 2019)

FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of February 3, 2017 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), Beacon Holding, Inc., a Delaware corporation (“Holdings”), the Lenders party hereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”) and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).

BJ's Wholesale Club Holdings, Inc. – EMPLOYMENT AGREEMENT (February 11th, 2019)

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

BJ's Wholesale Club Holdings, Inc. – CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC. DATED AS OF JUNE 5, 2014 (February 11th, 2019)

THIS CO-BRAND CREDIT CARD PROGRAM AGREEMENT (together with any schedules, exhibits, addenda, and future amendments and supplements hereto, this “Agreement”) is made by and between BJ’S WHOLESALE CLUB, INC. with its principal office at 25 Research Drive, Westborough, MA 01581 (hereinafter referred to as “Company”), and COMENITY CAPITAL BANK, with its principal office at 2795 E. Cottonwood Parkway, Suite #100, Salt Lake City, UT 84121 (hereinafter referred to as “Bank”). This Agreement shall be effective (the “Effective Date”) on the later of: (i) the last date of execution of this Agreement by Bank and Company, or (ii) the date of execution and delivery of the purchase and sale agreement by and between Bank and Barclays Bank Delaware (“Barclays”) pursuant to which Bank will purchase from Barclays certain program assets presently governed by the Co-Branded Credit Card Agreement between Barclays and Company dated May 10, 2007.

BJ's Wholesale Club Holdings, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 11th, 2019)

AGREEMENT dated as of December 6, 2018 between Brian Poulliot, whose address is c/o BJ’s Wholesale Club, Inc., 25 Research Drive, Westborough, Massachusetts 01582 (“Executive”), and BJ’s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).

BJ's Wholesale Club Holdings, Inc. – AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (February 11th, 2019)

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of February 1, 2016 is entered into between Christopher J. Baldwin (the “Executive”), BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Beacon Holding Inc., a Delaware corporation (“Beacon”).

BJ's Wholesale Club Holdings, Inc. – AMENDMENT NO. 3 TO CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC. (February 11th, 2019)

THIS AMENDMENT NO. 3 TO CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND BJ’S WHOLESALE CLUB, INC. (“Amendment No. 3”), is effective June         , 2016 (“Amendment No. 3 Effective Date”), by and between BJ’S WHOLESALE CLUB, INC, a Delaware corporation having its principal office at 25 Research Drive, Westborough, MA 01581 (“BJ’s” or “Company”), and COMENITY CAPITAL BANK, having its principal offices at 2795 E. Cottonwood Parkway, Suite #100, Salt Lake City, Utah (“Bank”).

BJ's Wholesale Club Holdings, Inc. – AMENDMENT TO THE FOURTH AMENDED AND RESTATED 2011 STOCK OPTION PLAN OF BJ’S WHOLESALE CLUB HOLDINGS, INC. (February 11th, 2019)

THIS AMENDMENT TO THE FOURTH AMENDED AND RESTATED 2011 STOCK OPTION PLAN OF BJ’S WHOLESALE CLUB HOLDINGS, INC. (this “Amendment”), dated as of June 14, 2018, is made and adopted by BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below). This Amendment shall become effective upon the consummation of an initial public offering of the Company’s common stock and if such an initial public offering does not occur on or prior to December 31, 2018 this Amendment shall be void ab initio.

BJ's Wholesale Club Holdings, Inc. – EMPLOYMENT AGREEMENT (February 11th, 2019)

AGREEMENT dated as of May 30, 2017 between Scott Kessler, whose address is                                                   (“Executive”), and BJ’s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).

BJ's Wholesale Club Holdings, Inc. – EMPLOYMENT AGREEMENT (February 11th, 2019)

This EMPLOYMENT AGREEMENT dated as of September 1, 2015, and effective as of the Effective Date (as defined below), is entered into between Christopher J. Baldwin (the “Executive”), BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company”), and Beacon Holding Inc., a Delaware corporation (“Beacon”).

BJ's Wholesale Club Holdings, Inc. – AMENDMENT TO THE 2012 DIRECTOR STOCK OPTION PLAN OF BJ’S WHOLESALE CLUB HOLDINGS, INC. (February 11th, 2019)

THIS AMENDMENT TO THE 2012 DIRECTOR STOCK OPTION PLAN OF BJ’S WHOLESALE CLUB HOLDINGS, INC. (this “Amendment”), dated as of June 14, 2018, is made and adopted by BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below). This Amendment shall become effective upon the consummation of an initial public offering of the Company’s common stock and if such an initial public offering does not occur on or prior to December 31, 2018 this Amendment shall be void ab initio.

BJ's Wholesale Club Holdings, Inc. – First Amendment to Voting Agreement (February 11th, 2019)

This First Amendment to Voting Agreement (this “Agreement”) is effective as of October 30, 2018 and shall amend, subject to the terms and conditions contained herein, the Voting Agreement (the “Voting Agreement”) which was effective as of June 27, 2018 and was made by and among (i) BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), (ii) CVC Beacon LP, a Delaware limited partnership (the “CVC Stockholder”), (iii) Green Equity Investors V, L.P., a Delaware limited partnership (“LGP V”), (iv) Green Equity Investors Side V, L.P., a Delaware limited partnership (“LGP Side V”) and (v) Beacon Coinvest LLC, a Delaware limited liability company (together with LGP V and LGP Side V, collectively, the “LGP Stockholders” and, together with the CVC Stockholder, the “Principal Stockholders” and each a “Principal Stockholder”).

BJ's Wholesale Club Holdings, Inc. – OFFERING DOCUMENT BJ’S WHOLESALE CLUB HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN (February 11th, 2019)

This document (this “Offering Document”) is hereby adopted by the Board of Directors of BJ’s Wholesale Club Holdings, Inc.., a Delaware corporation (the “Company”), in its capacity as Administrator of the BJ’s Wholesale Club Holdings, Inc. Employee Stock Purchase Plan (the “Plan”). This Offering Document is adopted pursuant to Article IV of the Plan and is hereby incorporated by reference into and made a part of the Plan. Defined terms used herein without definition shall have the meanings specified in the Plan, except as otherwise provided herein.

BJ's Wholesale Club Holdings, Inc. – BJ’s Wholesale Club Holdings, Inc. (February 11th, 2019)

In connection with the initial public offering (the “IPO”) of BJ’s Wholesale Club Holdings, Inc. (the “Company”), the Company has determined to grant you an award (the “Award”) of [202,350]1 restricted shares of common stock of the Company, par value $0.01 per share (“Common Stock”). The grant of the Award is subject to the consummation of the IPO and to the extent such IPO is not consummated prior to the first anniversary of the date hereof, the Award and this letter agreement shall be void ab initio. The award shall be subject to the terms and conditions of an equity plan that the Company intends to adopt upon the consummation of the IPO in substantially the form described in the Company’s Form S-1 Registration Statement (the “2018 Plan”) and an award agreement, substantially in the form attached hereto as Exhibit A (the “Award Agreement”).

BJ's Wholesale Club Holdings, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

THIS AGREEMENT (the “Agreement”) is entered into as of [                    ] (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and [                    ], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN DIRECTOR RESTRICTED STOCK UNIT AWARD GRANT NOTICE (February 11th, 2019)

BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.

BJ's Wholesale Club Holdings, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 3, 2017 among BJ’S WHOLESALE CLUB, INC., as the Borrower, BEACON HOLDING INC., as Holdings, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE OTHER LENDERS AND ISSUERS PARTY HERETO BANK OF AMERICA, NATIONAL ASSOCIATION and DEUTSCHE BANK SECURITIES INC., as Co-Syndication Agents, BMO HARRIS BANK N.A., CAPITAL ONE, NATIONAL ASSOCIATION, ING CAPITAL LLC, TD BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, WELLS FARGO BANK, NATIONAL ASSOCIATION, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPOR (February 11th, 2019)

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 3, 2017, among BJ’s WHOLESALE CLUB, INC., a Delaware corporation (the “Company” and the “Borrower”), BEACON HOLDING INC., a Delaware corporation (“Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and each Lender (as such term is defined in Section 1.1 below) from time to time party hereto.

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT (February 11th, 2019)

BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock set forth below (the “Restricted Shares”). The Restricted Shares are subject to the terms and conditions set forth in this Restricted Stock Award Grant Notice (the “Grant Notice”), the Plan and the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB, INC. EXECUTIVE OFFICER STOCK OWNERSHIP POLICY (February 11th, 2019)
BJ's Wholesale Club Holdings, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 11th, 2019)

AGREEMENT dated as of December 6, 2018 between Lee Delaney, whose address is c/o BJ’s Wholesale Club, Inc., 25 Research Drive, Westborough, Massachusetts 01582 (“Executive”), and BJ’s Wholesale Club, Inc., a Delaware corporation, whose principal office is 25 Research Drive, Westborough, Massachusetts (“Employer” or “Company”).

BJ's Wholesale Club Holdings, Inc. – First Amendment to Stockholders Agreement (February 11th, 2019)

This First Amendment to Stockholders Agreement (this “Agreement”) of Beacon Holding Inc., a Delaware corporation (the “Company”), dated as of September 30, 2011 (such agreement, the “Stockholders Agreement”), is made by and among Beacon Holding Inc., a Delware corporation, Green Equity Investors V, L.P., a Delaware limited partnership, Green Equity Investors Side V, L.P., a Delaware limited partnership, Beacon Coinvest LLC, a Delaware limited liability company, and CVC Beacon LP, a Delaware limited partnership (f/k/a CVC Beacon LLC). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement.

BJ's Wholesale Club Holdings, Inc. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BJ’S WHOLESALE CLUB HOLDINGS, INC. (February 11th, 2019)

The present name of the corporation is BJ’s Wholesale Club Holdings, Inc. (the “Corporation”). The Corporation was incorporated under the name “Beacon Holding Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware (the “DE Secretary”) on June 24, 2011. An Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the DE Secretary on September 29, 2011. This Second Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the provisions of the Amended and Restated Certificate, as amended, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and by the written consent of its stockholder in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Amended and Restated Certificate is hereby amende

BJ's Wholesale Club Holdings, Inc. – Contract (February 11th, 2019)

REFINANCING AMENDMENT TO FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of August 13, 2018 (this “Refinancing Amendment”), by and among BJ’s Wholesale Club, Inc., as the Borrower (the “Borrower”), BJ’s Wholesale Club Holdings, Inc. (formerly known as Beacon Holding Inc.), as Holdings (“Holdings”), each of the other Loan Parties that are party hereto, Nomura Corporate Funding Americas, LLC (“Nomura”), as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”), each Lender party hereto with 2018 Other Term Commitments (as defined below) (the “2018 Other Term Lenders”) and each other Lender party hereto. The joint lead arrangers and joint lead bookrunners for this Refinancing Amendment are Nomura Securities International, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its designated affiliates), Deutsche Bank Securities Inc., Jefferies Finance LLC and Wells Fargo Securities, LLC (in such capacities, the “Refinancing Amendment Ar

BJ's Wholesale Club Holdings, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

THIS AGREEMENT (the “Agreement”) is effective as of September 8, 2015 (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and Christopher J. Baldwin, an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).

BJ's Wholesale Club Holdings, Inc. – Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures for Nominations of Directors 5 2.6 Notice of Stockholders’ Meetings 7 2.7 Manner of Giving Notice; Affidavit of Notice 7 2.8 Quorum 8 2.9 Adjourned Meeting; Notice 8 2.10 Conduct of Business 8 2.11 Voting 8 2.12 Record Date for Stockholder Meetings and Other Purposes 9 2.13 Proxies 10 2.14 List of Stockholders (February 11th, 2019)
BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB, INC. DIRECTOR STOCK OWNERSHIP POLICY (February 11th, 2019)
BJ's Wholesale Club Holdings, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (February 11th, 2019)

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is entered into as of August 17, 2018, by and among BJ’S WHOLESALE CLUB, INC., a Delaware corporation as the borrower (the “Borrower”), BJ’S WHOLESALE CLUB HOLDINGS, INC. (f/k/a Beacon Holding Inc., a Delaware corporation (“Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent under the Loan Documents, and each of the Lenders party hereto.

BJ's Wholesale Club Holdings, Inc. – 2012 DIRECTOR STOCK OPTION PLAN OF BEACON HOLDING INC. (February 11th, 2019)

Beacon Holding Inc., a Delaware corporation, hereby adopts this 2012 Director Stock Option Plan of Beacon Holding Inc. (as amended from time to time, the “Plan”). The purposes of the Plan are as follows:

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN (February 11th, 2019)

The purpose of the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of BJ’s Wholesale Club Holdings, Inc. (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

BJ's Wholesale Club Holdings, Inc. – FOURTH AMENDED AND RESTATED 2011 STOCK OPTION PLAN OF BEACON HOLDING INC. (February 11th, 2019)

Beacon Holding Inc., a Delaware corporation, hereby adopts this Fourth Amended and Restated 2011 Stock Option Plan of Beacon Holding Inc. (as amended from time to time, the “Plan”), which amends and restates the Third Amended and Restated 2011 Stock Option Plan of Beacon Holding Inc., adopted as of September 1, 2015, in its entirety. The purposes of the Plan are as follows:

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (February 11th, 2019)

Non-employee members of the board of directors (the “Board”) of BJ’s Wholesale Club Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”), who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective after the effectiveness of the Company’s initial public offering (the “IPO”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by t

BJ's Wholesale Club Holdings, Inc. – MANAGEMENT STOCKHOLDERS AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

This Management Stockholders Agreement (“Agreement”) is entered into as of September 30, 2011, by and among Beacon Holding Inc., a Delaware corporation (the “Company”), Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., and Beacon Coinvest LLC (collectively, “LGP”), CVC Beacon LLC (“CVC” and, together with LGP, the “Principal Stockholders”), and each of the individual stockholders who are set forth on the signature pages hereto or who otherwise become parties hereto from time to time in accordance with the terms hereof (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party”, and collectively as the “Parties.”

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT (February 11th, 2019)

BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock set forth below (the “Restricted Shares”). The Restricted Shares are subject to the terms and conditions set forth in this Restricted Stock Award Grant Notice (the “Grant Notice”), the Plan and the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

BJ's Wholesale Club Holdings, Inc. – BJ’S WHOLESALE CLUB, INC. INDEMNIFICATION AGREEMENT (February 11th, 2019)

This Agreement, made and entered into as of this [DATE] (the “Agreement”), is between BJ’s Wholesale Club, Inc., a Delaware corporation (the “Company,” which term shall include any one or more of its subsidiaries where appropriate), and [OFFICER] (“Indemnitee”).

BJ's Wholesale Club Holdings, Inc. – NON-QUALIFIED STOCK OPTION AGREEMENT OF BEACON HOLDING INC. (February 11th, 2019)

THIS AGREEMENT (the “Agreement”) is entered into as of [                    ] (the “Grant Date”) by and between Beacon Holding Inc., a Delaware corporation (the “Company”) and [                    ], a director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).

BJ's Wholesale Club Holdings, Inc. – BJ’s WHOLESALE CLUB HOLDINGS, INC. 2018 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT (February 11th, 2019)

BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (the “Company”), pursuant to its 2018 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.