EMPLOYMENT AGREEMENT DATED AS OF JUNE 2, 2009 BETWEEN BERNARD CAMMARATA AND THE TJX COMPANIES, INC

Exhibit 10.2

EMPLOYMENT AGREEMENT

DATED AS OF JUNE 2, 2009

BETWEEN BERNARD CAMMARATA AND THE TJX COMPANIES, INC.

BERNARD CAMMARATA

EMPLOYMENT AGREEMENT

     AGREEMENT dated as of June 2, 2009 between BERNARD CAMMARATA (“Executive”) and The TJX Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts 01701 (the “Company”).

RECITALS

     Executive has been employed by the Company as Chairman of the Board and in other executive capacities, most recently pursuant to an employment agreement dated as of June 6, 2006, as amended. The Company and Executive intend that Executive shall be employed by the Company on the terms set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.

AGREEMENT

     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as follows:

1. EFFECTIVE DATE; TERM OF AGREEMENT . This Agreement shall become effective as of June 2, 2009 (the “Effective Date”) and, as of that date, shall supersede the employment agreement dated as of June 6, 2006, as amended. Executive’s employment by the Company shall continue on the terms provided herein until the date of the annual meeting of stockholders of the Company occurring in 2012 (the “2012 meeting date”), subject to earlier termination as provided herein (such period of employment from and after the Effective Date hereinafter called the “Employment Period”). This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

2. SCOPE OF EMPLOYMENT .

     (a)  Nature of Services . During the term hereof, Executive shall diligently perform the duties and responsibilities of Chairman of the Board upon election or reelection to such position by the Board, and such additional executive duties and responsibilities as shall from time to time be assigned to him by the Board. In any matter in which the Board or Committee deliberates or takes action with respect to this Agreement, Executive, if then a member of the body so deliberating or taking action, shall recuse himself.

     (b)  Extent of Services . Executive shall devote such time and efforts as are reasonably necessary to the proper performance of his duties hereunder, it being understood that such duties are not expected to require Executive’s full-time attention and that Executive may, during the Employment Period, participate in other activities (including, without limitation, charitable or

community activities, activities in trade or professional organizations, service on other boards or similar bodies, and investments in other enterprises), provided that such other activities (i) would be permitted under Section 8, and (ii) are not otherwise inconsistent with Executive’s position, duties and responsibilities hereunder.

3. COMPENSATION AND BENEFITS .

     (a)  Base Salary . Executive shall be paid a Base Salary at the rate hereinafter specified, such Base Salary to be paid in the same manner and at the same times as the Company shall pay base salary to other executive employees. The rate at which Executive’s Base Salary shall be paid shall be $500,000 per year or such other rate (not less than $500,000 per year) as the Committee may determine after Committee review. Executive’s Base Salary shall be reviewed by the Committee no later than February 2010 or, if earlier, when other senior executive base salaries are reviewed.

     (b)  Existing Awards Under Stock Incentive Plan . Any stock-based awards previously made to Executive under the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”) shall continue for such period or periods and in accordance with such terms as are set out in the grant and other governing documents relating to such awards (including for this purpose any prior employment agreement in effect between Executive and the Company insofar as it relates by its express terms to any such awards), and shall not be affected by the terms of this Agreement except as otherwise expressly provided herein.

     (c)  New Award . Effective as of the Effective Date, Executive has received an award under the Stock Incentive Plan of 20,000 shares of performance-based restricted stock in connection with the execution of this Agreement (the “new PBRS award”) that shall be subject to the vesting terms described in (i) and (ii) below.

     (i) Subject to satisfaction by Executive of the service condition specified in Section 3(c)(ii) below, the new PBRS award will vest on the April date in calendar 2010 when the Committee certifies as to MIP performance results for FYE 2010 (the “determination date”) but only if the Committee certifies that MIP performance for FYE 2010 has been achieved at a level providing for MIP payout of at least 67% of the target payout amount; provided that, if for FYE 2010 the Committee certifies that MIP performance has been achieved at a level authorizing some MIP payout but less than 67% of the target payout amount, the number of shares of the new PBRS award vesting shall be prorated on a straight line basis (with zero shares vesting if no MIP payout is authorized);

     (ii) Except as hereinafter provided or as provided in the award agreement, the new PBRS award shall not vest unless Executive remains employed through January 30, 2010. Notwithstanding the foregoing, if Executive’s employment by the Company is terminated by the Company other than for Cause prior to January 30, 2010, subject to Section 8 below, the new PBRS award shall remain outstanding following such termination and shall vest, if at all, in accordance with Section 3(c)(i) above, provided that, to the extent any portion of the new PBRS award does not so vest, such portion shall be forfeited as of the determination date.

     (d)  Continued Participation in Certain Benefits . During the Employment Period, Executive shall continue to be eligible to participate in the employee benefit and fringe benefit plans and programs in effect on the date hereof and made available to executives of the Company generally (including, without limitation, the tax-qualified retirement and profit-sharing plans maintained for the benefit of Company employees (the “Qualified Plans”), and the ESP (subject to clause (iii) below)), in each case in accordance with the terms of such plans or programs as in effect from time to time, subject to the following:

     (i) Executive shall not be entitled to participate in any awards under the Company’s Long Range Performance Incentive Plan or under the Company’s Management Incentive Plan.

     (ii) The Committee shall periodically consider, and may from time to time grant, awards to Executive under the Stock Incentive Plan in addition to those described in Section 3(b) and Section 3(c) above, such additional awards, if any, to be granted in such form and with such terms as the Committee in its discretion may determine.

     (iii) Executive shall not be entitled to any employer credits under ESP.

     (iv) Executive shall have no rights to benefits under the Company’s Supplemental Executive Retirement Plan (“SERP”).

Except as provided in Section 3(d)(iii) above, Executive’s entitlement to benefits, if any, under those Company employee and fringe benefit plans and programs in which he participates will be determined in accordance with the terms of the applicable plan or program.

4. TERMINATION OF EMPLOYMENT; IN GENERAL .

     (a) The Company shall have the right to end Executive’s employment at any time and for any reason, with or without Cause.

     (b) 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.

     (c) Whenever the Employment Period shall terminate, Executive shall resign all offices or other positions he shall hold with the Company and any affiliated corporations, including all positions on the Board. For the avoidance of doubt, the Employment Period shall terminate upon termination of Executive’s employment for any reason.

5. BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT .

     (a)  Certain Terminations Prior to the 2012 meeting date . If the Employment Period shall have terminated prior to the 2012 meeting date by reason of (I) death or Disability of Executive, (II) termination by the Company for any reason other than Cause, or (III) a Constructive Termination, then all compensation and benefits for Executive shall be as follows:

     (i) For a period of twelve (12) 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 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.

     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended, there 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, an amount (grossed up for federal and state income taxes) equal to the participant cost of such coverage during such period, except to the extent that Executive shall obtain no less favorable coverage from another employer or from self-employment in which case such additional payments shall cease immediately.

     (iii) In addition, the Company will pay to Executive or his legal representative such vested amounts as shall then remain credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs.

     (iv) Executive or his legal representative shall be entitled to the benefits described in Section 3(b) (Existing Awards Under Stock Incentive Plan) and Section 3(c) (New Award), and any other awards under the Stock Incentive Plan, in accordance with and subject to the terms of the applicable arrangement (including, for the avoidance of doubt, any award-related provision of this Agreement), and to payment of his vested benefits, if any, under the Qualified Plans.

     (v) If termination occurs by reason of Disability, Executive shall be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term disability

plan. If for any period Executive receives long-term disability compensation payments under a long-term disability plan of the Company as well as payments under Section 5(a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”) exceeds the payment for such period to which Executive is entitled under Section 5(a)(i) above (determined without regard to the proviso set forth therein), he shall promptly pay such excess in reimbursement to the Company; provided , that in no event shall application of this sentence result in reduction of Executive’s combined salary/disability benefit below the level of long-term disability compensation payments to which Executive is entitled under the long-term disability plan or plans of the Company.

     (vi) Except as expressly set forth above or as required by law, Executive shall not be entitled to continue participation during the termination period in any employee benefit or fringe benefit plans, except for continuation of any automobile allowance 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.

     (b)  Termination on the 2012 meeting date . Unless earlier terminated or except as otherwise mutually agreed by Executive and the Company, Executive’s employment with the Company shall terminate on the 2012 meeting date. Unless the Company in connection with such termination shall offer to Executive continued service in a position acceptable to Executive and upon mutually and reasonably agreeable terms, Executive shall be treated as having been terminated under Section 5(a)(II) on the day immediately preceding the 2012 meeting date and shall be entitled to the compensation and benefits described in Section 5(a) in respect of such a termination, subject, for the avoidance of doubt, to the other provisions of this Agreement including, without limitation, Section 8. If the Company in connection with such termination offers to Executive continued service in a position acceptable to Executive and upon mutually and reasonably agreeable terms, and Executive declines such service, he shall be treated for all purposes of this Agreement as having terminated his employment voluntarily on the 2012 meeting date and he shall be entitled only to those benefits to which he would be entitled under Section 6(a) (Voluntary termination of employment). For purposes of the two preceding sentences, “service in a position acceptable to Executive” shall mean service in a position comparable to the position in which Executive was serving immediately prior to the 2012 meeting date, as reasonably determined by the Board, or service in such other position, if any, as may be acceptable to Executive.

6. OTHER TERMINATION .

     (a)  Voluntary termination of employment . If Executive terminates his employment voluntarily and other than as provided in Section 5(a)(III), Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to the following: (i) such vested amounts, if any, as are credited to Executive’s account (but not received) under GDCP and ESP in accordance with the terms of those programs; (ii) any vested benefits described at Section 3(b) (Existing Awards Under Stock Incentive Plan) and Section 3(c) (New Award), and vested benefits under any other Stock Incentive Plan awards; and (iii) any vested benefits under the Qualified Plans. No other benefits

shall be paid under this Agreement upon a voluntary termination of employment under this Section 6(a).

     (b)  Termination for Cause . If the Company should end Executive’s employment for Cause, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than the benefits described at Section 6(a) above. The Company does not waive any rights it may have for damages or for injunctive relief.

7. BENEFITS UPON CHANGE OF CONTROL . Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C; provided , for the avoidance of doubt, that the provisions of Section 11 of this Agreement shall also apply to the determination and payment of any payments or benefits pursuant to Exhibit C.

8. AGREEMENT NOT TO SOLICIT OR COMPETE .

     (a) During the Employment Period and for a period of twenty-four (24) months thereafter (the “Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor) (i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an employee, director, consultant, advisor or other service provider, (ii) recommend any protected person for employment or other engagement with any person or entity other than the Company and its Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to persuade, induce or encourage any protected person to discontinue employment or engagement with the Company or its Subsidiaries, or recommend to any protected person any employment or engagement other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for compensation or otherwise) from any protected person, or (v) participate with any other person or entity in any of the foregoing activities. Any individual or entity to which Executive provides services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a shareholder, member, partner, joint venturer or investor, excluding interests in the common stock of any publicly traded corporation of one percent (1%) or less), and any individual or entity that is affiliated with any such individual or entity, shall, for purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of Executive with respect to any “protected person” who worked with Executive at any time during the six months prior to termination of the Employment Period. A “protected person” is a person who at the time of termination of the Employment Period, or within six months prior thereto, is or was employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President or higher, or in a salaried position in any merchandising group. As to (I) each “protected person” to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III) each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited acceptance of services, of each “protected person” and (IV) each month of the period during which the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in this subsection (a) shall be deemed to be separate and independent agreements. In the event of unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be deemed automatically reformed in order to allow for the greatest degree of enforceability authorized by law or, if no such

reformation is possible, deleted from the provisions hereof entirely, and such reformation or deletion shall not affect the enforceability of any other provision of this subsection (a) or any other term of this Agreement.

     (b) During the course of his employment, Executive will have learned vital trade secrets of the Company and its Subsidiaries and will have access to confidential and proprietary information and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period and for a period of twenty-four (24) months thereafter (the “Noncompetition Period”), Executive will not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor (disregarding in this connection passive ownership for investment purposes of common stock representing one percent (1%) or less of the voting power or value of any publicly traded corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or fees-for-services relationship or arrangement with, or advise with respect to the organization or conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake any planning to engage in any such activities. The term “competitive business” (i) shall mean any business (however organized or conducted) that competes with a business in which the Company or any of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage, at any time during the 12-month period immediately preceding the date on which the Employment Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A) any business specified on Exhibit D to this Agreement, and (B) any other off-price, promotional, or warehouse-club-type retail business, however organized or conducted, that sells apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity or organization, other than the Company or its Subsidiaries, and reference to any Person (the “first Person”) shall be deemed to include any other Person that controls, is controlled by or is under common control with the first Person. If, at any time, pursuant to action of any court, administrative, arbitral or governmental body or other tribunal, the operation of any part of this subsection shall be determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be deemed to be reformed and restricted as to substantive reach, duration, geographic scope or otherwise, as the case may be, to the extent, and only to the extent, necessary to make this paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in which such determination is made.

     (c) Executive shall never use or disclose any confidential or proprietary information of the Company or its Subsidiaries other than as required by applicable law or during the Employment Period for the proper performance of Executive’s duties and responsibilities to the Company and its Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. All documents, records and files, in any media, relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies (“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the Company at such time or times as the Company may specify all Documents then in Executive’s possession or control. In addition, upon termination

of employment for any reason other than the death of Executive, Executive shall immediately return all Documents, and shall execute a certificate representing and warranting that she has returned all such Documents in Executive’s possession or under his control.

     (d) If, during the Employment Period or at any time following termination of the Employment Period, regardless of the reason for such termination, Executive breaches any provision of this Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof shall forthwith cease and Executive shall immediately forfeit and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5; (ii) any unexercised stock options and stock appreciation rights held by Executive; (iii) if any other