Mr. Jeffrey G. Naylor
The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
By this letter
(this “Resignation Letter”) I hereby confirm my
resignation as Executive Vice President and Chief Financial Officer
of The TJX Companies, Inc. (the “Company”), effective
as of the close of business on January 31, 2009 (the
“Resignation Effective Time”). I also hereby resign,
effective as of the Resignation Effective Time, from all offices
and other positions, including as a member of fiduciary and other
committees, with the Company, the Company’s subsidiaries, the
Company’s benefit plans and trusts and The TJX Foundation,
Inc. I acknowledge that under Section 6(a) of my employment
agreement with the Company dated as of June 11, 2007, as
amended, (my “Employment Agreement”), I would not be
entitled to any benefits or payments under my Employment Agreement
by reason of my resignation except those expressly set forth in
Section 6(a) of my Employment Agreement, and I agree that the
Company shall not have any obligation to provide such payment and
benefits. The Company nevertheless hereby agrees, subject to the
terms and conditions of this Resignation Letter, to provide me the
benefits and payments described in Section 5(a) of my Employment
Agreement as amended by this Resignation Letter (the
“Section 5(a) Benefits”) (but not those described
in Section 6(a) of my Employment Agreement) as though my employment
had been terminated by the Company other than for Cause effective
as of the Resignation Effective Time. Except as provided in this
Resignation Letter, the terms of my Employment Agreement shall
continue in full force and effect. Without limiting the generality
of the foregoing, I hereby acknowledge that any right that I have
to the receipt or retention of any of the Section 5(a) Benefits
shall be subject to the provisions of Section 8 of my
Employment Agreement as though paid pursuant to Section 5 of
my Employment Agreement, and that for this purpose the payment
described in subparagraph (d) of the following paragraph shall
be treated as a Section 5(a) benefit. I also agree that I will not
disparage the Company or any of its employees, officers, directors
or agents in communications with third parties.
My entitlement
to any payments or benefits by reason of my resignation shall be
subject to the following additional terms and
conditions:
(a) For the
avoidance of doubt, as provided in my Employment Agreement, the
Section 5(a) Benefits described in Section 5(a)(i),
(ii) and (viii) of my Employment Agreement that would
otherwise have been paid within the first six months after the date
of my separation from service shall be accumulated and paid six
months and one day after the date of my separation from service,
with the balance paid thereafter in accordance with the terms of my
Employment Agreement.
(b) The Section
5(a) Benefits described in Section 5(a)(iii) of my Employment
Agreement shall include and be limited to payment of my MIP award
for the Company’s fiscal year ended January 31, 2009 and
of my LRPIP award for the cycle ended January 31, 2009, in
each case based on actual Company performance as certified by the
ECC, awards to which I am entitled by virtue of my employment with
the Company through the Resignation Effective Time. The award
payments described in the immediately preceding sentence shall be
paid at the same time as MIP and LRPIP awards to other executives
for the performance period ending January 31, 2009 are
paid.
(c) I shall not be
paid any Section 5(a) Benefits described in Section 5(a)(iv)
of my Employment Agreement in respect of MIP for the fiscal year
ended January 31, 2009 or in respect of LRPIP for the cycle
ended January 31, 2009.
(d) The Section
5(a) Benefits described in Section&nbs
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