Exhibit 10.8
AMENDMENT
The TJX Companies, Inc. (the "Company") and Xxxxxx Xxxxxx ("Executive")
hereby amend the amended and restated employment agreement between the Company
and Executive dated as of January 31, 2000 (the "Employment Agreement"), as
follows:
1. Section 8(b) of the Employment Agreement (relating to certain
noncompetition provisions) is hereby amended by deleting the sentence that
begins: "A business shall be deemed a competitor of the Company..." and
replacing it with the following sentence:
"A business shall be deemed a competitor of the Company if and only (i) if
it shall then be so regarded by retailers generally or (ii) if it shall
operate a promotional off-price family apparel and/or home furnishings
store within 10 miles of any "then existing" T.J. Maxx, Marshalls,
HomeGoods or X.X. Xxxxxx store or (iii) if it shall operate an on-line,
"e-commerce" or other internet-based off-price family apparel and/or home
furnishings business; provided, that a business shall be deemed a
competitor of the Company or its subsidiaries under clause (iii) only if
the Company is then also operating an on-line, "e-commerce" or other
internet-based off-price family apparel and/or home furnishings business."
2. Section C.3 of Exhibit C is hereby deleted and replaced in its entirety
with the following:
"Payments under Section C.1 and Section C.2 of this Exhibit
shall be made without regard to whether the deductibility of such payments
(or any other payments or benefits to or for the benefit of Executive)
would be limited or precluded by Section 280G of the Code ("Section 280G")
and without regard to whether such payments (or any other payments or
benefits) would subject Executive to the federal excise tax levied on
certain "excess parachute payments" under Section 4999 of the Code (the
"Excise Tax"). If any portion of the payments or benefits to or for the
benefit of Executive (including, but not limited to, payments and benefits
under this Agreement but determined without regard to this paragraph)
constitutes an "excess parachute payment" within the meaning of Section
280G (the aggregate of such payments being hereinafter referred to as the
"Excess Parachute Payments"), the Company shall promptly pay to Executive
an additional amount (the "gross-up payment") that after reduction for all
taxes (including but not limited to the Excise Tax) with respect to such
gross-up payment equals the Excise Tax with respect to the Excess Parachute
Payments. The determination as to
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whether Executive's payments and benefits include Excess Parachute Payments
and, if so, the amount of such payments, the amount of any Excise Tax owed
with respect thereto, and the amount of any gross-up payment shall be made
at the Company's expense by PricewaterhouseCoopers LLP or by such other
certified public accounting firm as the Committee may designate prior to a
Change of Control (the "accounting firm"). Notwithstanding the foregoing,
if the Internal Revenue Service shall assert an Excise Tax liability that
is higher than the Excise Tax (if any) determined by the accounting firm,
the Company shall promptly augment the gross-up payment to address such
higher Excise Tax liability."
3. Except as provided in paragraphs 1 and 2 above, the Employment
Agreement shall continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this instrument of
amendment to be executed by its duly authorized officer, and Executive has
hereunto set his hand, all as of the 30th day of July, 2001.
THE TJX COMPANIES, INC.
By: /s/ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
/s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
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