Common use of Benefits Following Termination of Employment Clause in Contracts

Benefits Following Termination of Employment. If the Executive incurs a Termination of Employment during the Term of this Agreement, the Company shall provide the Executive the benefits described below. (a) The Company shall pay to the Executive at the time specified in Section 4 the following amounts: (i) the Accrued Obligation; (ii) the Executive’s base salary earned through the Employment Termination Date for a period following his Separation From Service, to the extent not theretofore paid; (iii) an amount equal to the product of (x) the Annual Bonus paid or payable to the Executive for the immediately preceding year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Employment Termination Date, and the denominator of which is 365; (iv) an amount equal to 2.0 multiplied by the Executive’s Highest Base Salary; and (v) an amount equal to 12 times the monthly premium amount(s) for group medical continuation coverage for the Executive, his spouse and eligible dependents who were covered under group medical plan(s) of the Company immediately prior to the Employment Termination Date determined by utilizing the applicable COBRA premium rates for such Company group medical plan(s) for the month in which the Employment Termination Date occurs. (b) Any or all outstanding options to acquire Company stock held by the Company and outstanding awards of restricted stock granted to the Executive under any plan of the Company shall become fully exercisable, vested and nonforfeitable and all conditions thereof (including, but not limited to, any required holding periods) shall be deemed to have been satisfied. (c) In addition to the benefits to which the Executive is entitled under any retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Employment Termination Date, the Company shall pay the Executive in one sum in cash at the time specified in Section 4, an amount equal to the undiscounted value of the employer contributions or credits the Company would have made to the Company 401(k) Plan and the Executive Deferred Compensation Plan (including but not limited to matching and base contributions, and not including elective deferrals by the Executive) on behalf of the Executive had the Executive continued in the employ of the Company for a period of two years after the Employment Termination Date, assuming for this purpose that (i) the Executive’s earned compensation per year during that two year period of time was the Executive’s Annual Base Salary in effect on the Employment Termination Date; (ii) the Executive had, during such two year period, made the maximum elective deferrals permitted under the Company 401(k) Plan, and the contribution, deferral, credit and accrual percentages made under the Executive Deferred Compensation Plan, by and on behalf of the Executive during the two year period, were the same percentages in effect on the date of the Change of Control or the Employment Termination Date, whichever is more favorable for the Executive; and (iii) the amounts of any legal limitations on benefits (such as section 401(a)(17) of the Code) are the same amounts as are in effect under the Code on the Employment Termination Date. (d) For a period of six (6) months after the Employment Termination Date, the Company shall promptly reimburse the Executive for reasonable expenses incurred for outplacement services. (e) The Executive shall not be permitted to specify the taxable year in which a payment described in this Section 3.2 shall be made to him.

Benefits Following Termination of Employment. If Executive shall be -------------------------------------------- entitled to the Executive incurs following benefits upon a Termination Qualified Termination: i. Within 30 days following the Date of Employment during the Term of this AgreementTermination, the Company shall provide the pay to Executive the benefits described below. (a) The Company shall pay to the Executive at the time specified following in Section 4 the following amountsa lump sum: (i) the Accrued Obligation; (ii) the Executive’s base salary earned through the Employment Termination Date for a period following his Separation From Service, to the extent not theretofore paid; (iii1) an amount equal to two times Executive's Base Salary for one year at the product of (x) the Annual Bonus paid or payable to the Executive for the immediately preceding year and (y) a fraction, the numerator of which is the number of days rate in the current fiscal year through the Employment Termination Date, and the denominator of which is 365; (iv) an amount equal to 2.0 multiplied by the Executive’s Highest Base Salary; and (v) an amount equal to 12 times the monthly premium amount(s) for group medical continuation coverage for the Executive, his spouse and eligible dependents who were covered under group medical plan(s) of the Company effect immediately prior to the Employment Date of Termination or the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title, the rate in effect immediately prior to such change), whichever is highest, plus the accrued and unpaid portion of Executive's Base Salary through the Date determined by utilizing the applicable COBRA premium rates for such Company group medical plan(s) for the month in which the Employment Termination Date occurs. (b) of Termination. Any or all outstanding options payments made to acquire Company stock held by the Company and outstanding awards of restricted stock granted to the Executive under any long term disability plan of the Company shall become fully exercisable, vested and nonforfeitable and all conditions thereof (including, but not limited to, any required holding periods) with respect to the two years following termination of employment shall be deemed offset against such two times Base Salary payment. Executive shall promptly make reimbursement payments to have been satisfiedthe Company to the extent any such disability payments are received after the Base Salary payment. (c2) In addition to if Executive was a participant in the benefits to which the Supplemental Executive is entitled under any retirement plans or programs in which the Executive participates Retirement Plan of TJX or any successor plans plan operated by Brylane or programs any of its affiliates (in effect on either event, "SERP"), immediately prior to the Employment Termination Date, Change of Control and the number of years Executive has been employed by the Company shall pay the Executive in one sum in cash at the time specified in Section 4(or a Subsidiary) is five or more, including service for TJX and its subsidiaries, an amount equal to the undiscounted present value of the employer contributions or credits payments that Executive would have been entitled to receive under the TJX SERP as a Category B participant (regardless of whether he was participating in any SERP on the Date of Termination). The present value of such payments shall be calculated using the following rules and assumptions: (a) a credit equal to the number of Years of Service (as that term is defined in the TJX SERP, but which term shall in any event count years of service with the Company) that Executive has been employed by the Company and subsidiaries at the Date of Termination, including service for TJX and its subsidiaries, shall be added to his Years of Service in determining Executive's total Years of Service. However, the total Years of Service determined hereunder shall not exceed the lesser of (x) 20 or (y) the Years of Service that Executive would have made to had if he had retired at the Company 401(k) Plan and the Executive Deferred Compensation Plan (including but not limited to matching and base contributions, and not including elective deferrals by the Executive) on behalf age of the Executive had the Executive continued in the employ of the Company for a period of two years after the Employment Termination Date, assuming for this purpose that (i) the Executive’s earned compensation per year during that two year period of time was the Executive’s Annual Base Salary in effect on the Employment Termination Date; (ii) the Executive had, during such two year period, made the maximum elective deferrals permitted under the Company 401(k) Plan, and the contribution, deferral, credit and accrual percentages made under the Executive Deferred Compensation Plan, by and on behalf of the Executive during the two year period, were the same percentages in effect on the date of the Change of Control or the Employment Termination Date, whichever is more favorable for the Executive; and (iii) the amounts of any legal limitations on benefits (such as section 401(a)(17) of the Code) are the same amounts as are in effect under the Code on the Employment Termination Date. (d) For a period of six (6) months after the Employment Termination Date, the Company shall promptly reimburse the Executive for reasonable expenses incurred for outplacement services. (e) The Executive shall not be permitted to specify the taxable year in which a payment described in this Section 3.2 shall be made to him.65;

Benefits Following Termination of Employment. If Executive shall be -------------------------------------------- entitled to the Executive incurs following benefits upon a Termination Qualified Termination: i. Within 30 days following the Date of Employment during the Term of this AgreementTermination, the Company shall provide the pay to Executive the benefits described below. (a) The Company shall pay to the Executive at the time specified following in Section 4 the following amountsa lump sum: (i) the Accrued Obligation; (ii) the Executive’s base salary earned through the Employment Termination Date for a period following his Separation From Service, to the extent not theretofore paid; (iii1) an amount equal to two times Executive's Base Salary for one year at the product of (x) the Annual Bonus paid or payable to the Executive for the immediately preceding year and (y) a fraction, the numerator of which is the number of days rate in the current fiscal year through the Employment Termination Date, and the denominator of which is 365; (iv) an amount equal to 2.0 multiplied by the Executive’s Highest Base Salary; and (v) an amount equal to 12 times the monthly premium amount(s) for group medical continuation coverage for the Executive, his spouse and eligible dependents who were covered under group medical plan(s) of the Company effect immediately prior to the Employment Date of Termination or the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title, the rate in effect immediately prior to such change), whichever is highest, plus the accrued and unpaid portion of Executive's Base Salary through the Date determined by utilizing the applicable COBRA premium rates for such Company group medical plan(s) for the month in which the Employment Termination Date occurs. (b) of Termination. Any or all outstanding options payments made to acquire Company stock held by the Company and outstanding awards of restricted stock granted to the Executive under any long term disability plan of the Company shall become fully exercisable, vested and nonforfeitable and all conditions thereof (including, but not limited to, any required holding periods) with respect to the two years following termination of employment shall be deemed offset against such two times Base Salary payment. Executive shall promptly make reimbursement payments to have been satisfiedthe Company to the extent any such disability payments are received after the Base Salary payment. (c2) In addition to if Executive was a participant in the benefits to which the Supplemental Executive is entitled under any retirement plans or programs in which the Executive participates Retirement Plan of TJX or any successor plans plan operated by Brylane or programs any of its affiliates (in effect on either event, "SERP"), immediately prior to the Employment Termination Date, Change of Control and the number of years Executive has been employed by the Company shall pay the Executive in one sum in cash at the time specified in Section 4(or a Subsidiary) is five or more, including service for TJX and its subsidiaries, an amount equal to the undiscounted present value of the employer contributions or credits payments that Executive would have been entitled to receive under the TJX SERP as a Category B participant (regardless of whether she was participating in any SERP on the Date of Termination). The present value of such payments shall be calculated using the following rules and assumptions: (a) a credit equal to the number of Years of Service (as that term is defined in the TJX SERP, but which term shall in any event count years of service with the Company) that Executive has been employed by the Company and subsidiaries at the Date of Termination, including service for TJX and its subsidiaries, shall be added to her Years of Service in determining Executive's total Years of Service. However, the total Years of Service determined hereunder shall not exceed the lesser of (x) 20 or (y) the Years of Service that Executive would have made to had if she had retired at the Company 401(k) Plan and the Executive Deferred Compensation Plan (including but not limited to matching and base contributions, and not including elective deferrals by the Executive) on behalf age of the Executive had the Executive continued in the employ of the Company for a period of two years after the Employment Termination Date, assuming for this purpose that (i) the Executive’s earned compensation per year during that two year period of time was the Executive’s Annual Base Salary in effect on the Employment Termination Date; (ii) the Executive had, during such two year period, made the maximum elective deferrals permitted under the Company 401(k) Plan, and the contribution, deferral, credit and accrual percentages made under the Executive Deferred Compensation Plan, by and on behalf of the Executive during the two year period, were the same percentages in effect on the date of the Change of Control or the Employment Termination Date, whichever is more favorable for the Executive; and (iii) the amounts of any legal limitations on benefits (such as section 401(a)(17) of the Code) are the same amounts as are in effect under the Code on the Employment Termination Date. (d) For a period of six (6) months after the Employment Termination Date, the Company shall promptly reimburse the Executive for reasonable expenses incurred for outplacement services. (e) The Executive shall not be permitted to specify the taxable year in which a payment described in this Section 3.2 shall be made to him.65;

Benefits Following Termination of Employment. If Executive shall be entitled to the Executive incurs following benefits upon a Termination Qualified Termination: (a) Within 30 days following the Date of Employment during the Term of this AgreementTermination, the Company shall provide the pay to Executive the benefits described below. (a) The Company shall pay to the Executive at the time specified following in Section 4 the following amountsa lump sum: (i) an amount equal to two times Executive's Base Salary for one year at the Accrued Obligation;rate in effect immediately prior to the Date of Termination or the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement 5 19 of a Standstill Period, the rate in effect immediately prior to such change), whichever is highest, plus the accrued and unpaid portion of Executive's Base Salary through the Date of Termination. Any payments made to Executive under any long term disability plan of the Company with respect to the two years following termination of employment shall be offset against such two times Base Salary payment. Executive shall promptly make reimbursement payments to the Company to the extent any such disability payments are received after the Base Salary payment. (ii) if Executive was a participant in the Executive’s base salary earned through the Employment Termination Date for Company's Supplemental Executive Retirement Plan ("SERP") immediately prior to a period following his Separation From Service, to the extent not theretofore paid; (iii) an amount equal to the product Change of (x) the Annual Bonus paid or payable to the Executive for the immediately preceding year Control and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Employment Termination Date, and the denominator of which is 365; (iv) an amount equal to 2.0 multiplied by the Executive’s Highest Base Salary; and (v) an amount equal to 12 times the monthly premium amount(s) for group medical continuation coverage for the Executive, his spouse and eligible dependents who were covered under group medical plan(s) of the Company immediately prior to the Employment Termination Date determined by utilizing the applicable COBRA premium rates for such Company group medical plan(s) for the month in which the Employment Termination Date occurs. (b) Any or all outstanding options to acquire Company stock held years Executive has been employed by the Company (or a Subsidiary) is five or more, including if applicable service for Zayre Corp. and outstanding awards of restricted stock granted to the Executive under any plan of the Company shall become fully exercisable, vested and nonforfeitable and all conditions thereof (including, but not limited to, any required holding periods) shall be deemed to have been satisfied. (c) In addition to the benefits to which the Executive is entitled under any retirement plans or programs in which the Executive participates or any successor plans or programs in effect on the Employment Termination Date, the Company shall pay the Executive in one sum in cash at the time specified in Section 4its subsidiaries, an amount equal to the undiscounted present value of the employer contributions payments that Executive would have been entitled to receive under SERP as the higher of a Category B or credits C participant (regardless of whether she was participating in SERP on the Date of Termination). The present value of such payment shall be calculated using the following rules and assumptions. (A) a credit equal to the number of Years of Service (as that term is defined in SERP) that Executive has been employed by the Company and Subsidiaries at the Date of Termination, including if applicable service for Zayre Corp. and its Subsidiaries, shall be added to her Years of Service in determining Executive's total Years of Service. However, the total Years of Service determined hereunder shall not exceed the lesser of (x) 20 or (y) the Years of Service that Executive would have made had if she had retired at the age of 65; (B) Executive's Average Compensation (as that term is defined in SERP) shall be determined as of the Date of Termination; (C) Executive's Primary Social Security Benefit (as that term is defined in SERP) shall mean the annual primary insurance amount to which Executive is entitled or would, upon application therefor, become entitled at age 65 under the provisions of the Federal Social Security Act as in effect on the Date of Termination assuming that Executive received annual income at the rate of her Base Salary from the Date of Termination until her 65th birthdate which would be treated as wages for purposes of the Social Security Act; (D) the monthly benefit under SERP determined using the criteria set forth in (A), (B), and (C) above shall be multiplied by 12 to determine an annual benefit; and (E) the present value of such annual benefit shall be determined by multiplying the result in (D) by the appropriate actuarial factor from the most recently published table 4A (or its equivalent) as published by the Pension Benefit Guaranty Corporation and which is effective for plan terminations occurring on the Date of Termination, using Executive's age to the Company 401(k) Plan and the Executive Deferred Compensation Plan (including but not limited to matching and base contributionsnearest year determined as of that date. If, and not including elective deferrals by the Executive) on behalf as of the Date of Termination, Executive had has previously satisfied the Executive continued in eligibility requirements for Early Retirement under the employ Company's Retirement Plan, then the appropriate factor shall be that based on the most recently published "PBGC Actuarial Value of $1.00 Per Year Deferred to Age 60 and Payable for Life Thereafter - Healthy Lives", except that if Executive's age to the nearest year is more than 60, then such higher age shall be substituted for 60. If, as of the Date of Termination, Executive has not satisfied the eligibility requirements for Early Retirement under the Company's Retirement Plan, then the appropriate factor shall be based on the most recently published "PBGC Actuarial Value of $1.00 Per Year Deferred to Age 65 and Payable for Life Thereafter - Healthy Lives". If Executive receives a payment under this subparagraph (ii), she shall not be entitled to any other payments under SERP. (b) Until the second anniversary of the Date of Termination, the Company shall maintain in full force and effect for the continued benefit of Executive and her family all life insurance, medical insurance and disability plans and programs in which Executive was entitled to participate immediately prior to the Change of Control (or if Executive's title was changed to a level below that of Executive's Current Title within 180 days before the commencement of a Standstill Period, all such plans and programs in which Executive was entitled to participate immediately prior to such change, if the benefits thereunder are greater), provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive is ineligible to participate in such plans or programs, the Company shall arrange upon comparable terms to provide Executive with benefits substantially similar to those which she is entitled to receive under such plans and programs. Notwithstanding the foregoing, the Company's obligations hereunder with respect to life, medical or disability coverage or benefits shall be deemed satisfied to the extent (but only to the extent) of any such coverage of benefits provided by another employer. (c) For a period of two years after the Employment Termination Date, assuming for this purpose that (i) the Executive’s earned compensation per year during that two year period Date of time was the Executive’s Annual Base Salary in effect on the Employment Termination Date; (ii) the Executive had, during such two year period, made the maximum elective deferrals permitted under the Company 401(k) Plan, and the contribution, deferral, credit and accrual percentages made under the Executive Deferred Compensation Plan, by and on behalf of the Executive during the two year period, were the same percentages in effect on the date of the Change of Control or the Employment Termination Date, whichever is more favorable for the Executive; and (iii) the amounts of any legal limitations on benefits (such as section 401(a)(17) of the Code) are the same amounts as are in effect under the Code on the Employment Termination Date. (d) For a period of six (6) months after the Employment Termination DateTermination, the Company shall promptly reimburse make available to Executive the use of any automobile that was made available to Executive for reasonable expenses incurred for outplacement services. (e) The Executive shall not be permitted immediately prior to specify the taxable year in which a payment described in this Section 3.2 shall be made to him.Date of Termination, including ordinary