THE TJX COMPANIES, INC. MANAGEMENT INCENTIVE PLAN

Executive Compensation Plan Agreement

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TJX Companies, Inc

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Title: THE TJX COMPANIES, INC. MANAGEMENT INCENTIVE PLAN
Governing Law: Massachusetts Date: 6/7/2007
Industry: Retail (Apparel) Sector: Services

Exhibit 10.1

THE TJX COMPANIES, INC.

MANAGEMENT INCENTIVE PLAN

(as amended through April 5, 2007)

THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN

Table of Contents


1.	Purpose	1

2.	Definitions	1

3.	Effective Date	2

4.	Administration	2

5.	Eligibility	2

6.	Description of Awards	2

7.	Determination of Awards	3

8.	Payment of Awards	5

9.	Deferral of Award	5

10.	Designation of Beneficiary	5

11.	Notices	6

12.	Rights of Participants	6

13.	No Employment Rights	6

14.	Certain Payments Upon a Change of Control	6

15.	Nonalienation of Award	6

16.	Withholding Taxes	7

17.	Termination, Amendment and Modification	7

18.	Headings and Captions	7

19.	Controlling Law	7

20.	Miscellaneous Provisions	7

21.	Awards to Certain Officers	8

THE TJX COMPANIES, INC.
MANAGEMENT INCENTIVE PLAN

1.		Purpose

		The purpose of The TJX Companies, Inc. (“TJX”) Management Incentive Plan (the “Plan”) is to provide officers and other employees who are key to the annual growth and profitability of TJX with reward opportunities commensurate with their performance relative to annual objectives.

2.		Definitions

		Unless the context requires otherwise, the following expressions as used in the Plan shall have the meanings ascribed to each below, it being understood that masculine, feminine, and neuter pronouns are used interchangeably, and that each comprehends the others.

	(a)		“Change of Control” shall have the meaning set forth in the Company’s 1986 Stock Incentive Plan, as in effect from time to time.

	(b)		“Company” shall mean TJX and its subsidiaries.

	(c)		“E.C.C.” shall mean the Executive Compensation Committee of the Board of Directors of TJX. A member of the E.C.C. shall not be eligible to participate in the Plan while serving as a member of the E.C.C. or one year prior to becoming a member of the E.C.C.

	(d)		“Fiscal Year” shall mean the fifty-two or fifty-three week period ending on the last Saturday in January, and commencing on the Sunday following the last Saturday in January of the preceding calendar year.

	(e)		“Participant” shall mean any officer or other employee of TJX or any subsidiary of TJX who is designated a Participant pursuant to Section 5 below.

	(f)		“Performance Criteria” shall mean the standards of measurement of performance by the Company, performance by any division or subsidiary of the Company, and/or individual performance for each Performance Period as established by the E.C.C. pursuant to paragraph (a) of Section 6 below.

	(g)		“Performance Goal” shall mean the level of performance with respect to each Performance Criterion at which awards are payable pursuant to this Plan. Performance Goals are established by the E.C.C. pursuant to paragraph (b) of Section 6 below.

	(h)		“Performance Period” shall mean one Fiscal Year.

	(i)		“Section 162(m)” shall mean Section 162(m) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

3.		Effective Date

		The effective date of the Plan shall be January 28, 1979. The effective date of this amendment and restatement of the Plan shall be April 5, 2007.

4.		Administration

		This Plan shall be administered by the E.C.C. The E.C.C. shall have full authority to interpret the Plan; to establish, amend, and rescind rules for carrying out the Plan; to administer the Plan; to determine the terms and provisions of any agreements pertaining to the Plan; and to make all other determinations necessary or advisable for its administration. The E.C.C. shall not be bound to any standards of uniformity or similarity of action, interpretation, or conduct in the discharge of its duties hereunder, regardless of the apparent similarity of the matters coming before it. Its determination shall be binding on all parties.

		No member or former member of the E.C.C. or the Board of Directors of TJX shall be liable for any action or determination made in good faith with respect to the Plan or any award or payment made under the Plan.

5.		Eligibility

		For each Performance Period, the E.C.C. shall designate those Participants who may be entitled to receive annual management incentive awards, subject to the terms and conditions of the Plan.

6.		Description of Awards

(a)		Designation of Performance Criteria

		At the commencement of each Performance Period, the E.C.C. shall determine the Performance Criteria for said Performance Period and the relative weight to be given to each Performance Criterion. Performance Criteria and the weighing thereof may vary by Participant and may be different for different Performance Periods. Such Performance Criteria may include, but shall not be limited to, measures such as pre-tax income, pre-tax income as a percentage of sales, return on investment, or other measures specific to a Participant’s annual performance objectives. These criteria may be based on Company, divisional, subsidiary and/or individual performance as designated by the E.C.C.

(b)		Performance Goals

		At the commencement of each Performance Period, the E.C.C. shall determine a range of Performance Goals from minimum to target to maximum for each Performance Criterion for said Performance Period, based upon the Company, divisional or subsidiary Business Plan for said Fiscal Year. Performance Goals are subject to the approval of the President of TJX. Performance Goals may vary by Participant and may be different for different Performance Periods.

		At any time designated by the E.C.C. during a Performance Period or thereafter, but prior to award payment, appropriate adjustments in the Performance Goals may be made to avoid undue windfalls or hardships due to external conditions outside the control of management, changes in method of accounting, nonrecurring or abnormal items, or other matters as the E.C.C. shall, in its sole discretion, determine.

(c)		Award Opportunity

		At the commencement of each Performance Period, the E.C.C. shall assign to each Participant the minimum, target and maximum opportunity to be earned for said Performance Period, based upon the Participant’s position and ability to affect annual performance relative to goals during the Performance Period. Award opportunity may be expressed as a fixed amount or as a percentage of the Participant’s actual base salary earned for the Performance Period.

		From time to time, discretionary awards, in addition to the annual management incentive awards, may be made by the E.C.C. to any Participant in recognition of outstanding performance or extraordinary circumstances which occur during the Performance Period. Recommendations of Participants to receive discretionary awards shall be made by the President of TJX.

Determination of Awards

	(a)		Upon completion of each Performance Period and certification of the Company’s financial statements by the Company’s independent public accountants for the Fiscal Year included in such Performance Period, the E.C.C. shall review performance relative to Performance Goals, as adjusted from time to time in accordance with paragraph (b) of Section 6 above, and determine the value of the awards for each Performance Period, subject to the approval of the President of TJX and/or the Chairman of the E.C.C.

			Achievement of Performance Goals shall result in payment of the target award. Failure to achieve Performance Goals will result in a decrease or elimination of the Participant’s award. Exceeding Performance Goals will result in an increased award.

			Performance Goal awards may be adjusted upward or downward by the E.C.C. due to special circumstances or individual performance review. Without limiting the generality of the foregoing, the E.C.C. may reduce or eliminate awards to Participants receiving “Needs Improvement” performance ratings.

	(b)		If an employee becomes a Participant after the beginning of a Performance Period, the award payable to him or her shall be prorated in accordance with the portion of the Performance Period in which he or she is a Participant.

	(c)		In the event of termination of employment of a Participant for any reason prior to the last day of the Perform

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