<PAGE>

                                                                   Exhibit 10.21

                                           (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