Employment Agreement



 Exhibit 10.28 
 Thomas F. Gallagher 
 EMPLOYMENT AGREEMENT 
 AGREEMENT dated as of the 3rd day of April 2007 between Thomas F. Gallagher, whose address is 313 Tarbert Drive, West Chester, Pennsylvania 19382 (“Executive”), and BJ’ s
Wholesale Club, Inc., a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts (“Employer” or “Company”). 
 WITNESSETH 
 WHEREAS, the Company and Executive are parties to that certain Employment
Agreement dated October 4, 2002 (“2002 Agreement); 
 WHEREAS, the Company and Executive desire to amend and restate the 2002
Agreement for the mutual benefit of both parties thereto; and 
 WHEREAS, the Company and Executive agree that upon the execution of
this Agreement, the 2002 Agreement shall be replaced in its entirety and, as of the Effective Date hereof, shall have no force and effect. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is acknowledged by each party, and intending to be legally bound hereby, the Company and Executive agree as follows:

  

	 	1.	Employment and Duties. 

 1.1
Employment. As of the Effective Date, Executive is employed by the Company and serves the Company as its Executive Vice President, Club Operations, and the Company agrees to continue to employ and to retain the Executive in such capacity or
other capacities as designated by the Chief Executive Officer (“CEO”) or his/her designee from time to time. The Executive shall remain employed by the Company pursuant to the terms of this Agreement subject to the termination provisions
of Section 3 below. 
 1.2 Duties. As of the Effective Date, Executive shall serve the Company as its Executive Vice President,
Club Operations to serve in such capacity or other capacities as designated by the Board of Directors, the CEO or his/her designee from time to time. During the term of this Agreement, the Executive shall serve the Company faithfully, diligently and
to the best of his/her ability and shall devote substantially all of his/her business time, energy and skill to the affairs of the Company as necessary to perform the duties of his/her position, and he shall not assume a position in any other
business without the express written permission of the CEO; provided that the Executive may upon disclosure to the CEO (i) serve in any capacity with charitable or not-for-profit enterprises so long as there is no material interference
with the Executive’s duties to the Company and (ii) make any passive investments where 








 
Executive is not obligated or required to, and shall not in fact, devote any managerial efforts. The Company shall have the right to limit Executive’s
participation in any of the foregoing endeavors if the CEO believes, in his/her sole and exclusive discretion, that the time being spent on such activities infringes upon, or is incompatible with, the Executive’s ability to perform the duties
under this Agreement. 
  

	 	2.	Compensation and Benefits. 

 2.1 Base
Salary. Executive shall receive a Base Salary at the rate of $375,000 per year. Such Base Salary shall be subject to periodic adjustment from time to time as determined by the Board of Directors in its sole discretion. Base Salary shall be
payable in such manner and at such times as the Company shall pay base salary to other similarly situated executive employees. 
 2.2
Policies and Fringe Benefits. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Executive
shall be eligible to participate in all benefit programs that the Company establishes and makes available to all of its executives on such terms as the Board of Directors shall determine, if any, to the extent that the Executive meets the
eligibility requirements to participate as set forth in the applicable plan or policy. Nothing herein limits the Company’s right to modify, change, limit eligibility or discontinue any plan or policy at any time, with or without prior notice.

 2.3 Reimbursement of Expenses. The Company shall reimburse the Executive for all reasonable and appropriate travel, entertainment
and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his/her responsibilities or services under this Agreement, in accordance with policies and procedures, and subject to limitations, adopted by
the Company from time to time. 
 2.4 Withholding. All salary and other compensation payable to the Executive pursuant to this
Agreement shall be subject to applicable taxes and withholdings. 
  

	 	3.	Termination of Employment and Benefits Upon Termination. 

 3.1 General. Executive’s employment pursuant to this Agreement shall terminate upon the earliest to occur of (i) the Executive’s death, (ii) a termination by reason of disability,
(iii) a termination by the Company with or without Cause, (iv) a termination by the Executive, or (v) expiration of the Initial Term and any renewals or extensions thereof, unless at the expiration of such Initial Term, renewals or
extensions thereof the Company determines that Executive’s employment will continue under separate terms and conditions. Whenever the Executive’s employment shall terminate, and regardless of the reason for such termination, effective that
same date he shall resign all offices, appointments and/or other positions Executive may hold with the Company including, but not limited to, any parent corporation, subsidiaries or divisions of the Company or any such parent. 
  

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 3.2 Termination Due to Death. Executive’s employment shall automatically terminate upon the
date of Executive’s death. No compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows: 
 (a) (i) all amounts earned but unpaid hereunder through the date of termination with respect to salary, automobile allowance and vested but unused vacation; (ii) to the extent not already paid, any amounts
to which Executive is entitled under the Company’s Management Incentive Plan (“MIP”) for the fiscal year ended immediately prior to the date of termination; (iii) his/her 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 (collectively, “Earned Obligations”); 
 (b) any amounts the Executive would have been entitled to receive under the Company’s MIP had the Executive remained employed by the
Company 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). All such amounts, if any, will be paid to the Executive’s estate at the same time
as other MIP payments for the year in which the termination occurs are paid; and 
 (c) any payments or benefits under other
plans of the Company to the extent such plans provide for benefits following Executive’s death. 
 3.3 Termination Due to
Disability. Executive’s employment may be terminated by reason of Executive’s disability, upon notice to Executive, in the event of the inability of Executive to perform his/her duties hereunder by reason of disability, whether by
reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating Executive for a continuous period exceeding one hundred twenty (120) days, as certified by a physician selected by Executive and the Company in
good faith. No compensation or other benefits shall be payable to or accrue to Executive hereunder except as follows: 
 (a)
all Earned Obligations; 
 (b) any amounts the Executive would have been entitled to receive under the Company’s MIP plan
had the Executive remained employed by the Company 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). All such amounts, if any, will be paid at
the same time as other MIP payments for the year in which the termination occurs are paid; and 
 (c) any payments or benefits
under other plans of the Company to the extent such plans provide for benefits following a termination of employment due to disability. 
 3.4 Termination by the Company for Cause or by the Executive. The Company may terminate the Executive’s employment at any time for Cause by providing Executive notice of such termination. For the purpose of this Agreement,
termination by the Company for Cause shall refer to the Company’s termination of the Executive’s employment because it has determined, in its sole and exclusive discretion, that he has: (i) refused or failed to devote his/her full
normal working time, skills, knowledge, and abilities 

  

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to the business of the Company and in promotion of its interests or he has failed to fulfill directives of the CEO, the CEO’s designee or the Board of
Directors; (ii) engaged in activities involving dishonesty, willful misconduct, willful violation of any law, rule, regulation or policy of the Company or breach of fiduciary duty; (iii) committed larceny, embezzlement, conversion or any
other act involving the misappropriation of the Company’s funds or property; (iv) been convicted of any crime which reasonably could affect in an adverse manner the reputation of the Company or Executive’s ability to perform his/her
duties hereunder; (v) been grossly negligent in the performance of his/her duties; or (vi) materially breached this Agreement including, but not limited to, his/her obligations set forth in Sections 4 and 5 below. If Executive’s
employment terminates pursuant to this Section 3.4 by the Company for Cause or by reason of the Executive’s resignation at any time, Executive shall only receive the Earned Obligations, if any, through his/her termination date. Nothing
herein waives any rights the Company may have for damages or equitable relief. 
 3.5 Termination by the Company Without Cause. The
Company may terminate Executive’s employment without Cause at any time effective upon Executive’s receipt of notice of such termination. No compensation or other benefits shall be payable to or accrue to Executive in the event of his/her
termination without cause except as follows: 
 (a) all Earned Obligations; 
 (b) Subject to the Executive entering into a binding and irrevocable release of claims and separation agreement prepared by the Company,
the Executive shall be eligible to receive: 
 (1) continuation of Base Salary for a period of twenty-four (24) months (the
“Severance Period”), payable in such manner and at such times as Executive’s Base Salary was being paid immediately prior to such termination; 
 (2) if the Executive elects to continue to participate in the Company’s medical and/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 provided, however, that the Company’s obligations under this clause 3.5(b)(2) shall
(A) not extend beyond the Severance Period, (B) be eliminated if the Executive discontinues COBRA benefits or (C) be reduced or eliminated to the extent that 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; 
  

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 (3) any amounts Executive would have been entitled to receive under the Company’s MIP had the
Executive remained employed by the Company 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). All such amounts, if any, will be paid at the same
time as other MIP payments for the year in which the termination occurs are paid; and 
 (c) payments or benefits under other plans of the
Company to the extent that the plans provide for benefits following a termination of employment. 
 Notwithstanding the foregoing, the
payments and benefits described in Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that 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 Sections 4 or 5 of this Agreement. 
  

	 	4.	Non-Competition and Non-Solicitation. 

 4.1
Restricted Activities. While the Executive is employed by the Company and for a period of twenty-four (24) months after the termination or cessation of such employment for any reason, the Executive will not directly or indirectly:

 (a) 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 
 (b) Either alone or in association with others (i) 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 (ii) 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 or cessation of the Executive’s
employment with the Company; provided that this clause (ii) 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. 
  

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 4.2 Extension of Restrictions. If the Executive violates the provisions of Section 4.1, the
twenty-four (24) month period referred to in Section 4.1 shall recommence and the Executive shall continue to be bound by the restrictions set forth in Section 4.1 until a period of twenty-four (24) months has expired without any
violation of such provisions. 
 4.3 Interpretation. If any restriction set forth in Section 4.1 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. 
 4.4 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. 
  

	 	5.	Proprietary Information. 

 5.1 Proprietary
Information. 
 (a) 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 (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary
Information has become public knowledge without fault by the Executive. 
 (b) 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 shall
come into his/her custody or possession, shall be and are the exclusive property of the 

  

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Company to be used by the Executive only in the performance of his/her duties for 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, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain
any such materials or copies thereof or any such tangible property. 
 (c) The Executive agrees that his/her obligation not to
disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) 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. 
 5.2 Equitable Remedies. The restrictions contained in this Section 5 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 5 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 5, and the Executive hereby waives the adequacy of a remedy at law as a defense to such relief. 
 6. Other Agreements. The Executive represents that his/her performance of all the terms of this Agreement and the performance of his/her
duties as an employee of the Company do not and will not breach any agreement with any prior employer or other party to which the Executive is a party (including without limitation any nondisclosure or non-competition agreement). Any agreement to
which the Executive is a party relating to nondisclosure, non-competition or non-solicitation of employees or customers is listed on Schedule A attached hereto. 
  


	 	7.	Miscellaneous. 

 7.1 Notices. Any
notice delivered under this Agreement shall be deemed duly delivered four business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent for next-business day delivery
via a reputable nationwide overnight courier service, in each case to the address of the recipient set forth in the introductory paragraph hereto. Either party may change the address to which notices are to be delivered by giving notice of such
change to the other party in the manner set forth in this Section 7.1. 
 7.2 Pronouns. Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. 
  

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 7.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 
 7.4
Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. 
 7.5 Governing 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. 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. 
 7.6 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
obligations of the Executive are personal and shall not be assigned by him/her. 
 7.7 Waivers. No delay or omission by the Company in
exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company 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 4.1(a), 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. 
 7.8 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. 
 7.9 Severability. In
case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 
 * * * * * 
  

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 THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ 
 THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE 
 PROVISIONS IN THIS AGREEMENT. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year set forth above. 
  

											
	BJ’S WHOLESALE CLUB, INC.	 		 		 	
				
	 Herbert J Zarkin
	 		 		 	 Thomas F. Gallagher

	Chairman of the Board	 		 		 	Executive Vice President, Club Operations
	President & Chief Executive Officer	 		 		 	
						
	ATTEST:	 	  
	 		 		 	WITNESS:	 	  

		 		 		 		 		 	
		 		 		 		 		 	

  

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 SCHEDULE A 
 Agreements containing Restrictive Covenants 
 Schedule A 
 Executive’s initials