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EXHIBIT 10.2
AGREEMENT
This Agreement is dated as of January 28, 2001 and is entered into by and
between Xxxxx Xxxxxxxxx, whose address is 0 Xxxxxx Xxxxxx, Xxxx Xxxxxx,
Xxxxxxxxxxxxx 00000 ("Executive"), and The TJX Companies, Inc., a Delaware
Corporation, whose principal office is in Framingham, MA (the "Company").
WHEREAS Executive and the Company are parties to a Change of Control
Severance Agreement dated as of April 9, 1999 (the "COC Agreement"); and
WHEREAS Executive and the Company desire to amend the COC Agreement to
reflect certain change in Executive's employment agreement with the Company, and
certain other changes;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
agreements hereinafter contained, agree as follows:
1. The first paragraph of Section 1(b) of the COC Agreement (definition of
"Cause") is hereby amended in its entirety to read as follows:
""Cause" means dishonesty by Executive in the performance of her
duties, conviction of a felony (other than a conviction arising solely
under a statutory provision imposing criminal liability upon Executive on a
per se basis due to the Company offices held by Executive, so long as any
act or omission of Executive with respect to such matter was not taken or
omitted in contravention of any applicable policy or directive of the
Board), gross neglect of duties (other than as a result of Disability or
death), or conflict of interest which conflict shall continue for 30 days
after the Company gives written notice to Executive requesting the
cessation of such conflict."
2. Section 1(i) of the COC Agreement (definition of "Incapacity") is hereby
amended by deleting the words "for at least six months in any twelve month
period" and replacing them with the words "for at least six continuous months".
3. Section 1(k) (definition of "Qualified Termination") is hereby amended
by deleting from clause (II) of the definition of "good reason" the words ",
unless any further reduction represents an overall reduction in the Base Salary
paid or cash compensation opportunities made available, as the case may be, to
executives in the same organizational level (it being the Company's burden to
establish this fact)" and by deleting from clause (III) of the definition of
"good reason" the words ", unless the elimination or reduction of any such
benefit, perquisite or plan affects all other executives in the same
organizational level (it being the Company's burden to establish this fact)".
4. The last paragraph of Section 2.1 (begins: "Payments under this Section
2.1 and Section 2.2 shall be made without regard . . .") is hereby deleted and
replaced in its entirety with the following:
"Payments under this Section 2.1 and Section 2.2 below 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"
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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
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."
5. Section 2.2(i) is hereby amended by inserting a period after the words "
. . . if higher)" and by inserting immediately after such period the following:
"In addition, the Company will pay to Executive an amount equal to such Target
Bonus prorated for the period of active employment during such fiscal year
through the Change of Control; and".
6. Section 2.2(ii) is hereby amended in its entirety to read as follows:
"(ii) if Executive is a participant in the Company's Long Range
Management Incentive Plan ("LRMIP"), Long Range Performance Incentive Plan
("LRPIP") or any other performance-based long-range incentive plan at the
Change of Control, an amount with respect to each Award Period (as that
term is defined in LRMIP) or Performance Cycle (as that term is defined in
LRPIP) for which Executive has been designated as a participant equal to
the maximum award payable to Executive for such Award Period or Performance
Cycle, as designated by the Committee under LRMIP or LRPIP, as the case may
be (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, in the case of an Award Period or Performance Cycle
which commences after such change, the maximum award payable to Executive
for such Award Period or Performance Cycle shall be deemed to be the
maximum award payable to Executive for the Award Period or Performance
Cycle which commenced immediately prior to such change, if higher), unless
Executive shall already have received payment of such amounts. Executive
shall also be entitled to payment of unpaid amounts owing with respect to
cycles completed prior to the Change of Control."
7. Subject to the modifications set forth in paragraphs 1 through 7 above,
the COC Agreement shall continue in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and Executive has hereunto set her hand, all as of
the date first above written.
THE TJX COMPANIES, INC.
By: /s/ Xxxxxx X. English
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/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
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