Form Of Bji Indemnification Agreement For Officers And Directors

EXHIBIT 10.9


BJ'S WHOLESALE CLUB, INC.


INDEMNIFICATION AGREEMENT


This Agreement, made and entered into as of this ____ day of __________________ (the "Agreement"), is between BJ's Wholesale Club, Inc., a Delaware corporation (the "Company," which term shall include any one or more of its subsidiaries where appropriate), and ____________________________ (the "Indemnitee"):


WHEREAS, highly competent persons are reluctant to serve public companies as directors or as officers or in other capacities unless they are provided with adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, such companies; and


WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company; and


WHEREAS, Indemnitee is willing to serve, continue to serve and/or to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified;


NOW THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


1. Definitions. For purposes of this Agreement:
-----------


(a) "Change of Control" shall have the meaning set forth on Exhibit A
hereto.


(b) "Corporate Status" describes the status of a person who is or was
or has agreed to become a director of the Company or any of its
subsidiaries, or is or was or has agreed to become an officer or fiduciary
of the Company or of any other corporation, partnership, joint venture,
limited liability company, trust, employee benefit plan or other enterprise
which such person is or was serving or has agreed to serve at the request
of the Company.


(c) "Disinterested Director" means a director of the Company who is
not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.


(d) "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, travel expenses,
duplicating costs,


printing and binding costs, telephone charges, postage, delivery service
fees and all other disbursements or expenses of the types customarily
incurred in connection with prosecuting, defending, preparing to prosecute
or defend or investigating a Proceeding, but shall not include the amount
of judgments, fines or penalties against Indemnitee.


(e) "Independent Counsel" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither presently is,
nor in the past five years has been, retained to represent the Company or
Indemnitee in any matter material to either such party. Notwithstanding
the forgoing, the term "Independent Counsel" shall not include any person
who, under the applicable standards of professional conduct then
prevailingwould have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee's rights
under this Agreement.


(f) "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing, appeal
or any other proceeding, whether civil, criminal, administrative or
investigative, arising on or after the date of this Agreement (and
regardless of when the Indemnitee's act or failure to act occurred), except
one initiated by an Indemnitee pursuant to Section 10 of this Agreement to
enforce his or her rights under this Agreement.


2. Services by Indemnitee. Indemnitee agrees to serve or continue to
---------------------- serve as a director or officer of the Company and/or one or more of its subsidiaries. This Agreement shall not impose any obligation on the Indemnitee or the Company or any of its subsidiaries to continue the Indemnitee's position with the Company or any of its subsidiaries beyond any period otherwise applicable.


3. General. The Company shall indemnify, and shall advance Expenses to,
------- Indemnitee as provided in this Agreement with respect to any matters pertaining to Indemnitee's Corporate Status and to the fullest extent permitted by law.


4. Proceedings Other Than Proceedings by or in the Right of the Company.
-------------------------------------------------------------------- Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee shall be indemnified against Expenses, judgments, penalties and fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with any such Proceeding or any claim, issue or matter therein, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the preceding provisions of this Section 4, it is the intention of the


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parties hereto that Indemnitee shall be indemnified to the full extent authorized or permitted by Delaware law and, therefore, to the extent Delaware law shall permit broader contractual indemnification, this contract shall be deemed amended to incorporate such broader indemnification.


5. Proceedings by or in the Right of the Company. Indemnitee shall be
--------------------------------------------- entitled to the rights of indemnification provided in this Section 5 if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 5, Indemnitee shall be indemnified against Expenses and, to the extent permitted by applicable law, amounts paid in settlement actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the preceding provisions of this Section 5, it is the intention of the parties hereto that Indemnitee shall be indemnified to the full extent authorized or permitted by Delaware law and, therefore, to the extent Delaware law shall permit broader contractual indemnification, this contract shall be deemed amended to incorporate such broader indemnification. Notwithstanding the foregoing provisions of this Section 5, no indemnification against such Expenses shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company; provided, however, that indemnification against Expenses shall nevertheless be made by the Company in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.


6. Indemnification for Expenses of a Party who is Wholly or Partly
--------------------------------------------------------------- Successful. Notwithstanding any other provision of this Agreement, but subject - ---------- to Section 14, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 6 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal or withdrawal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


7. Advance of Expenses. The Company shall advance all reasonable
------------------- Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final


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disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred or to be incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced to the extent it shall ultimately be determined that Indemnitee is not entitled to be indemnified hereunder against such Expenses.


8. Procedure for Determination of Entitlement to Indemnification.
-------------------------------------------------------------


(a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee
and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification hereunder.


(b) Upon written request by Indemnitee for indemnification pursuant to
Section 8(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto under Delaware law shall be
made in the specific case: (i) if a Change of Control shall have occurred,
by Independent Counsel (unless Indemnitee shall request that such
determination be made by the Board of Directors or the stockholders, in
which case the determination shall be made in the manner provided below in
clauses (ii) or (iii), as the case may be) in a written opinion to the
Board of Directors, a copy of which shall be delivered to Indemnitee; (ii)
if a Change of Control shall not have occurred, (A) by the Board of
Directors by a majority vote of a quorum consisting of Disinterested
Directors, or (B) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable, or, even if obtainable, such
quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnit ...