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EXHIBIT 10.2
AMENDMENT
Amendment dated as of April 8, 1998 to the Employment Agreement dated as
of January 26, 1997 between Xxxxxxx Xxxxxxxxx ("Executive") and the TJX
Companies, Inc. ("Employer") (the "Agreement").
For valuable consideration, receipt of which is acknowledged by the
parties hereto, the parties agree that the final two sentences of Section
3(c)(iii) of the Agreement are hereby amended in their entirety to read as
follows:
"Upon any other termination of employment the Options shall remain
exercisable (to the extent they were exercisable immediately prior to
such termination, taking into account any applicable accelerated vesting
as described above) for a period equal to the lesser of (i) three months
(six months, in the case of any Option granted after April 8, 1998), or
(ii) the remainder of their original term, and then shall terminate.
However, if Executive is terminated for Cause all the Options shall
immediately terminate."
Section 3(e) of the Agreement pertaining to MIP is amended as follows:
"To the extent provided in Section 162(m) of the Code, the goals, scope
and conditions of any award shall be established annually by the
Committee. Subject to the foregoing, Executive shall be entitled to earn
up to 75% of his Base Salary if the target established by the Committee
is met and up to 150% of his Base Salary is such target is exceeded,
with the payment potential ranging from 0% to 150% of Executive's Base
Salary as established by the terms of the award."
In witness whereof the parties have duly executed this amendment as of
the date first above written.
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
THE TJX COMPANIES, INC.
By: /s/ Xxxx Xxxxxx
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Title:
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January 26, 1998
Xx. Xxxxxxx Xxxxxxxxx
President and Chief Executive Officer
The TJX Companies, Inc.
000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Employment Agreement
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Dear Xx. Xxxxxxxxx:
Reference is made to the Employment Agreement dated as of January 26,
1997 between you and The TJX Companies, Inc. (the "Employment Agreement"). This
letter sets forth certain clarifications and amendments to the terms of the
Employment Agreement.
1. Section 3(a) of the Employment Agreement (relating to the deferral of
certain portions of the Base Salary payable to you) is hereby amended, effective
as of the Effective Date of the Employment Agreement, by adding at the end
thereof the following sentence: "Notwithstanding the foregoing, the parties
acknowledge that for the fiscal year of the Company ending in 1998, $53,085.00
of that portion of Executive's Base Salary which is in excess of the Section
162(m) Current Salary Maximum has been deferred under the GDCP and only the
balance of Executive's Base Salary in excess of the Section 162(m) Current
Salary Maximum, commencing with amounts deferred as of May 23, 1997, shall be
credited to the Account described at Section 9 below and paid out in accordance
with Section 9(f) below."
2. Section 9(a)(iii) of the Employment Agreement (relating to the
crediting of your Deferred Stock award) is hereby amended, effective as of the
Effective Date of the Employment Agreement, by substituting the words "date of
execution of this Agreement" for the words "the date of this Agreement."
3. Section 9(e) of the Employment Agreement (relating to the
establishment of a so-called "rabbi trust") is hereby amended, effective as of
the Effective Date of the Employment Agreement, by deleting the third sentence
thereof (begins: "In the case of the credits...") and replacing it with the
following sentence: "In the case of the credits described in (a)(ii) and
(a)(iii) above, the Company shall contribute cash in an amount not less than par
value per share and shall instruct the trust to apply such cash to the purchase
from the Company of shares of Stock equal in number to the shares to be credited
under those clauses; and in the case of the credits described in (a)(i), (a)(iv)
and (a)(v) above, the Company shall contribute cash in an amount equal to the
amount to be credited (including any notional interest, if applicable, through
the date of the contribution)."
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4. The definition of "Section 162(m) Current Salary Maximum" in Exhibit
C of the Employment Agreement is hereby amended, effective as of the Effective
Date of the Employment Agreement, by adding the words "and deferrals by
Executive under any cafeteria plan as described at Section 125 of the Code."
If you agree with the foregoing, please so indicate by signing the
enclosed copy of this letter in the space indicated below and returning it to
Xxxx Xxxxxxxx, Vice President, Human Services Director.
THE TJX COMPANIES, INC.
By: /s/ Xxxx Xxxxxx
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Agreed:
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
