EXHIBIT 10.8
BJ'S WHOLESALE CLUB, INC.
EXECUTIVE RETIREMENT PLAN
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BJ'S WHOLESALE CLUB, INC.
EXECUTIVE RETIREMENT PLAN
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TABLE OF CONTENTS
ARTICLE PAGE
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ARTICLE 1. DEFINITIONS....................................................1
ARTICLE 2. BENEFITS UNDER THIS PLAN.......................................3
ARTICLE 3. FUNDING........................................................4
ARTICLE 4. EFFECT ON EMPLOYMENT RIGHTS....................................4
ARTICLE 5. ADMINISTRATION.................................................4
ARTICLE 6. AMENDMENT OR TERMINATION OF PLAN...............................5
ARTICLE 7. NON-ASSIGNMENT.................................................5
ARTICLE 8. CONSTRUCTION...................................................5
ARTICLE 9. RELEVANT LAW...................................................6
BJ'S WHOLESALE CLUB, INC.
EXECUTIVE RETIREMENT PLAN
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BJ's Wholesale Club, Inc. (the "Company") hereby establishes the BJ's
Wholesale Club, Inc. Executive Retirement Plan, effective as of July 27, 1997
(the "Plan").
W I T N E S S E T H:
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WHEREAS, Waban Inc. maintained the Waban Inc. Executive Retirement Plan
effective as of January 30, 1994;
WHEREAS, certain persons, who had been in high-level management positions
at Waban Inc. and were Participants in the Waban Inc. Executive Retirement Plan,
are employed by the Company, a "spin-off" entity of Waban Inc.
WHEREAS, the Company desires to maintain the Plan which is a clone of the
Waban Inc. Executive Retirement Plan on behalf of the aforementioned employees
and certain new employees in high-level management positions, as such employees
are key to the profitability and long-term success of the Company;
WHEREAS, in recognition of the Participants' services to the Company, the
Company desires to provide the Participants with certain retirement benefits;
NOW THEREFORE, the Company hereby adopts the Plan, as hereinafter set
forth, effective as of July 27, 1997.
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ARTICLE 1. DEFINITIONS. The following terms as used in this Plan
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shall have the following meanings:
1.1 "Code" shall mean the Internal Revenue Code of 1986, as the same
presently exists and as the same may hereafter be amended, or any successor
statute of similar purpose.
1.2 "Committee" shall mean the Executive Compensation Committee of the
Board of Directors of BJ's Wholesale Club, Inc.
1.3 "Company" shall mean BJ's Wholesale Club, Inc. and any wholly-owned
subsidiaries.
1.4 "Compensation" shall mean, for any Plan Year, a Participant's actual
base salary earned during the Plan Year (before taking into account any
reduction in base salary pursuant to a salary reduction agreement under Section
401(k) or Section 125 of the Code). Any base salary that is deferred under a
non-qualified deferred compensation plan shall be included as "Compensation" for
the Plan Year in which the salary is earned but not included for the Plan Year
in which such deferred compensation is paid.
1.5 "Effective Date" shall mean July 27, 1997.
1.6 "Plan" shall mean the BJ's Wholesale Club, Inc. Executive Retirement
Plan, as herein set forth, including any and all amendments hereto and
restatements hereof.
1.7 "Plan Year" shall mean the Company's fiscal year.
1.8 "Participant" shall mean an employee of the Company selected by the
Committee to be a Participant in the Plan; provided, however, that the Committee
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shall in no event designate as a Participant hereunder any employee who is not a
highly compensated employee or a member of the Company's select group of
management-level employees. The list of Participants is attached as "Schedule
A" hereto, which list shall be periodically updated. The Committee, in its sole
and absolute discretion, may designate new Participants and remove persons as
Participants hereunder, provided that the Committee may not take any action so
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as to reduce a former Participant's funded benefit hereunder. Notwithstanding
the foregoing, all Company employees as of the Effective Date who immediately
prior to the Effective Date were Waban Inc. employees who participated in the
Waban Inc. Executive Retirement Plan shall (i) be Participants in the Plan, and
(ii) all Years of Service, Annual Retirement Contributions, accrued benefits and
other benefits, rights and features of or attributable to such employees under
the Waban Inc. Executive Retirement Plan shall continue in full force and effect
and carry over into this Plan.
1.9 "Annual Retirement Contribution" shall mean that amount the Company
contributes on behalf of each Participant pursuant to Article 2 hereof.
1.10 "Years of Service" shall mean each 52 or 53 week period of
uninterrupted service with the Company, including Waban Inc., and their
subsidiaries, ending on the last Saturday in January. A non-compensated leave
of absence shall be excluded from Years of Service.
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ARTICLE 2. BENEFITS UNDER THIS PLAN
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2.1 Annual Retirement Contribution. The Committee shall determine, in its
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sole discretion, at any time within two (2) months prior to the end of the Plan
Year but no later than two and one-half (2-1/2) months following the close of
the Plan Year, the amount of the Annual Retirement Contribution the Company will
make on behalf of each Participant, which amount shall be distributed or deemed
distributed (as the case may be) as soon as practicable after the Committee's
determination.
A Participant hereunder shall be entitled to an Annual Retirement
Contribution in a Plan Year only if the Participant was actively employed by the
Company on the last day of such Plan Year, unless the Participant's termination
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of employment during the Plan Year occurred due to either the Participant's (i)
retirement on or after the attainment of age fifty-five (55), or (ii) disability
(as defined under the Company's long-term disability plan).
2.2 Amount of Annual Retirement Contribution. The Committee shall have
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sole and absolute discretion to determine the amount of the Annual Retirement
Contribution; provided that the smallest Annual Retirement Contribution the
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Committee may determine on behalf of each Participant shall be that amount
sufficient to provide the Participant with a benefit equal to three percent (3%)
of the Participant's Compensation on an "after-tax" basis, taking into account
the Participant's appropriate marginal tax bracket. The "after-tax" value of
the Annual Retirement Contribution is hereinafter referred to as the "After-Tax
Benefit".
2.3 Investment of After-Tax Benefit. As a condition of being a
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Participant hereunder, each Participant agrees, understands and accepts that the
After-Tax Benefit will be used to fund an appropriate vehicle to provide
retirement income and benefit to the Participant (such as an insurance policy),
which such vehicle shall be chosen by the Committee. If the Committee chooses
an insurance program as said appropriate vehicle, then in the Committee's sole
discretion either: (i) the Participant shall apply the After-Tax Benefit to
purchase and maintain an individual policy (with the Participant as the owner
thereof), or (ii) the Committee shall, on behalf of the Participant, apply the
After-Tax Benefit to purchase and maintain an individual account (with the
Participant as the owner thereof) under a group policy.
The Committee reserves the right not to make Annual Retirement
Contributions on behalf of a Participant if it becomes aware or determines that
prior Annual Retirement Contributions are not being applied in accordance with
the terms and intent of this paragraph 2.3.
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ARTICLE 3. FUNDING
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3.1 Four Year Rule. Notwithstanding anything to the contrary herein
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contained or implied, including Section 2.1 hereof, the Company will make
payment in respect of a Participant's Annual Retirement Contribution for a Plan
Year only if the Participant has been credited with at least four (4) Years of
Service by, and is employed by the Company at, the end of such Plan Year.
3.2 Treatment of Participants With Less Than Four Years of Service. If a
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Participant hereunder is credited with less than four (4) Years of Service by
the end of the applicable Plan Year, the Participant will accrue the right to an
Annual Retirement Contribution for that Plan Year, based on (i) the Annual
Retirement Contribution approved by the Committee for that Plan Year, and (ii)
the Participant's Compensation for that Plan Year.
In the Plan Year in which the Participant is first credited with four (4)
Years of Service, the Company will, in the time-frame determined in accordance
with Section 2.1 hereof, make an aggregate retirement contribution on behalf of
the Participant equal to: (i) the amount of the Annual Retirement Contribution
for such Plan Year, plus (ii) the Annual Retirement Contribution amounts the
Participant had accrued in the prior three (3) Plan Years, as determined
pursuant to the first sentence of this Section 3.2. The aggregate retirement
contribution shall be treated as provided in Section 2.3 hereof.
3.3 Forfeitures. If a Participant hereunder terminates employment with
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the Company prior to being credited with four (4) Years of Service, the
Participant shall forfeit the right to any benefit accrued hereunder.
3.4 Modification. By virtue of participating in this Plan, each
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Participant authorizes the Company to adjust the amounts of insurance for
whatever reason, such as to account for changes in salary, modifications in
benefit formula, etc.
ARTICLE 4. EFFECT ON EMPLOYMENT RIGHTS. This Plan shall not constitute an
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employment contract and nothing contained in this Plan shall confer upon the
Participant the right to be retained in the service of the Company nor limit the
right of the Company to discharge or otherwise deal with the Participant without
regard to the existence of this Plan.
ARTICLE 5. ADMINISTRATION.
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5.1 Plan Administration. The authority to control and manage the
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operation and administration of the Plan shall be placed in the Committee. The
Committee shall
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have full power, discretion and authority to interpret, construe and administer
the Plan and any part thereof.
Subject to the limitations of this Plan, the Committee from time to time
may establish rules for the administration and interpretation of the Plan and
the transaction of its business. The determination of the Committee as to any
disputed question shall be conclusive.
The members of the Committee may authorize one or more of their number or
any officer of the Company to execute or deliver any instrument, make any
payment or perform any other act which the Plan authorizes or requires the
Committee to do.
The Committee may employ counsel and other agents and may procure such
clerical, accounting, actuarial, consulting and other services as it may require
in carrying out the provisions of the Plan.
5.2 Indemnification. The Company shall indemnify and save harmless each
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member of the Committee against all expenses and liabilities arising out of
membership on such Committee, excepting only expenses and liabilities arising
from such member's own gross negligence or willful misconduct, as determined by
the Board of Directors or outside counsel designated by the Board of Directors.
ARTICLE 6. AMENDMENT OR TERMINATION OF PLAN. The Plan may be amended,
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suspended or terminated in whole or in part at any time and from time to time by
the Committee. No such amendment, suspension or termination shall retroactively
impair or otherwise adversely affect the rights of any Participant to benefits
under this Plan that have been funded prior to the date of such amendment,
suspension or termination.
ARTICLE 7. NONASSIGNMENT. The right to benefits hereunder shall not be
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assignable, and the Participant shall not be entitled to have such payments
commuted or made otherwise than in accordance with the provisions of the Plan.
ARTICLE 8. CONSTRUCTION.
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8.1 Heading and Captions. The headings and captions herein are provided
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for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.
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8.2 Singular Includes Plural. Except where otherwise clearly indicated by
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context, the singular shall include the plural, and vice-versa.
ARTICLE 9. RELEVANT LAW. This Plan shall be construed and enforced in
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accordance with the laws of the Commonwealth of Massachusetts to the extent such
laws are not preempted by federal law.
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