EDWARD F. GILES EMPLOYMENT AGREEMENT DATED DECEMBER 1, 2000



 
Exhibit 10.17

 
Edward F. Giles 
 
EMPLOYMENT AGREEMENT 
 
AGREEMENT dated as of December 1, 2000 between Edward F.
Giles, whose address is 3 Harlow Pond Court, Franklin, MA 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 the Company. 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 the Company. 
 
2.    Term.    Executive’s employment under the terms of this Agreement shall commence on the date hereof and shall continue for twelve (12) months from the date hereof 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 Senior Vice President, Sales 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. 
 
5.    Base Salary.    During the Employment Period, Executive shall receive a base salary at the rate of $155,000 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 executives of Employer 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: 
 
(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 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 
 
 

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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. 
 
(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. 
 

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(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. 
 
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 
 

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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, 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 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. 
 

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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/    EDWARD F.
GILES        


	 Executive



 
 

	 BJ’S WHOLESALE CLUB, INC.

	
	 By:
	  	 /s/    JOHN J.
NUGENT        


	 	  	 John J. Nugent
 President



 

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