Exhibit 10.20
EMPLOYMENT
AGREEMENT
AGREEMENT dated as of
August 31, 2004 between Alison Gregg Corcoran of 70 Morton
Road, Milton, Massachusetts (“Executive”), and
BJ’ s Wholesale Club, Inc., a Delaware corporation, whose
principal office is in Natick, Massachusetts
(“Employer” or “Company”).
W I T N E S S E T
H
WHEREAS , the Company desires to employ the Executive,
and the Executive desires to be employed by the Company;
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 .
(a) Commencing on December 30,
2003 (the “Effective Date”), the Company agrees to
employ Executive and the Executive agrees to be employed by the
Company for a period of five (5) years, ending on
December 29, 2008 (“Initial Term”).
(b) The Initial Term of this
Agreement, and the employment of Executive hereunder by the
Company, may be renewed or extended for such period or periods as
may mutually be agreed upon by the Company and the Executive in
writing. If this Agreement is not renewed and extended prior to the
expiration of the Initial Term, this Agreement automatically shall
terminate at the expiration of the Initial Term.
1.2 Duties . As of the
Effective Date, Executive shall serve the Company as its Senior
Vice President, Member Insight, to serve in such capacity or other
capacities as designated by the Board of Directors, the Chief
Executive Officer (“CEO”) or his designee from time to
time. During the term of this Agreement, the Executive shall serve
the Company faithfully, diligently and to the best of her ability
and shall devote substantially all of her business time, energy and
skill to the affairs of the Company as necessary to perform the
duties of her position, and she 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 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 $225,000 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 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 she 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.
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 annual incentive
compensation plan for the fiscal year ended immediately prior to
the date of termination; (iii) 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 annual
incentive compensation 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 to the Executive’s estate at the same time as other
incentive compensation plan 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 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 annual
incentive compensation plan had the Executive remained employed by
the Company until the end of
2
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 incentive compensation plan
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 she has: (i) refused or failed to devote her full normal
working time, skills, knowledge, and abilities to the business of
the Company and in promotion of its interests or she 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 her duties hereunder;
(v) been grossly negligent in the performance of her duties;
or (vi) materially breached this Agreement including, but not
limited to, 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 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
Execu
