[TJX Companies, Inc.
Letterhead]
The TJX
Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
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Re:
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Amendment to Employment
Agreement
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Reference is made
to the employment agreement between you and The TJX Companies, Inc.
(“TJX”) dated as of ___ (the “Agreement”).
In order that the Agreement comply in form with applicable
requirements of Section 409A of the Internal Revenue Code of
1986, as amended, the following changes to the Agreement are hereby
proposed:
1. In
Section 1, add the following sentence: “This Agreement
is intended to comply with the applicable requirements of
Section 409A and shall be construed
accordingly.”
2. In
Section 4, revise subsection (b) to read as follows:
“Executive’s employment shall terminate upon written
notice by the Company to Executive (or, if earlier, to the extent
consistent with the requirements of Section 409A, upon the
expiration of the twenty-nine (29)-month period commencing upon
Executive’s absence from work) if, by reason of Disability,
Executive is unable to perform his duties for at least six
continuous months. Any termination pursuant to this Section 4(b)
shall be treated for purposes of Section 5 and the definition
of “Change of Control Termination” at subsection
(f) of Exhibit A as a termination by reason of
Disability.”
3. In
Section 5, revise the first sentence of subsection (a) to
read as follows: “If the Employment Period shall have
terminated prior to the End Date by reason of (i) the death or
Disability of Executive, (ii) termination by the Company for
any reason other than Cause or (iii) termination by Executive in
the event that Executive is relocated more than forty
(40) miles from the current corporate headquarters of the
Company without his prior written consent, then all compensation
and benefits for Executive shall be as follows:”.
4. In
Section 5(a), revise clause (i) to read in its entirety
as follows:
“(i) For
a period of ___months after the Date of Termination (the
“termination period”), the Company will pay to
Executive or his legal representative, without reduction for
compensation earned from other employment or self employment,
continued Base Salary at the rate in effect at termination of
employment in accordance with its regular payroll practices for
executive employees of the Company (but not less frequently than
monthly); provided , that if Executive is a Specified
Employee at the relevant time, the Base Salary that would otherwise
be payable during the six-month period beginning on the date of
Executive’s termination shall instead be accumulated and
paid, without interest, in a lump sum on the date that is six
(6) months and one day after such date (or, if earlier, the
date of Executive’s death);
and further
provided, that if
Executive is eligible for long-term disability compensation
benefits under the Company’s long-term disability plan, the
amount payable under this clause shall be paid at a rate equal to
the excess of (a) the rate of Base Salary in effect at
termination of employment, over (b) the long-term disability
compensation benefits for which Executive is approved under such
plan. “
5. In
Section 5(a)(iv), revise the first sentence by replacing
“death, Disability or Incapacity” with “death or
Disability”, and revise the second and third sentences to
read in their entirety as follows:
“The
amount, if any, described in clause (a)(iv)(A) above will be paid
as soon as practicable after (and not before) the close of the
company’s fiscal year in which termination occurs but in no
event later than by the 15 th day of the third month following the close of
such year. The amount, if any, described in clause (a)(iv)(B)
above, to the extent measured by the LRPIP Target Award for any
cycle, will be paid as soon as practicable after (and not before)
the close of the last of the company’s fiscal years in such
cycle but in no event later than by the 15 th day of the third month following the close of
such year; provided , that if Executive is a Specified
Employee at the relevant time, the amounts described in this
sentence and the preceding sentence shall be paid not sooner than
six (6) months and one day after
termination.”
6. In
Section 5(a), revise clause (vi) by deleting the words
“Incapacity or” in the first line.
7. In
Section 5(a), revise clause (vii) to read in its entirety
as follows:
“(vii) If
termination occurs by reason of death or Disability, Executive
shall also be entitled to an amount equal to Executive’s MIP
Target Award for the year of termination, without proration. This
amount will be paid at the same time as the amount payable under
Section 5(a)(iv)(A) above.”
8. Revise
Section 5(a)(viii) by adding at the end thereof the following
language: “which shall be added to the amounts otherwise
payable under Section 5(a)(i) above during the continuation of
such coverage but not beyond the end of the termination
period.”
9. Revise
Section 7 by adding at the end thereof the following language:
“; provided , for the avoidance of doubt, that the
provisions of Section 12 of this Agreement shall also apply to
the determination and payment of any payments or benefits pursuant
to Exhibit C. “
10. In
Section 12, (i) revise subsection (b) to read as
follows: “to the extent any payment hereunder that is payable
by reason of termination of Executive’s employment
constitutes “nonqualified deferred compensation”
subject to Section 409A and would otherwise have been required
to be paid during the six (6)-month period following such
termination of employment, it shall instead (unless at the relevant
time Executive is no longer a Specified Employee) be delayed and
paid, without interest, in a lump sum on the date that is six
(6) months and one day after Executive’s termination
(or, if earlier, the date of Executive’s death).”, and
(ii) revise the last sentence to read as follows: “The
parties hereto acknowledge that in addition to any delay required
under Section 12(b), it may be desirable, in view of
regulations or other guidance issued under Section 409A, to
amend provisions of this Agreement to avoid the acceleration of tax
or the imposition of additional tax under Section 409A and
that the Company will not unreasonably withhold its consent to any
such amendments which in its determination are (i) feasible
and necessary to avoid adverse tax consequences under
Section 409A for Executive, and (ii) not adverse to the
interests of the Company.”.
11. Renumber
existing Section 15 as Section 16 and
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