Exhibit



Exhibit 10.8


Name of Participant:   Douglas Mizzi





THE TJX COMPANIES, INC. EXECUTIVE SEVERANCE PLAN


PARTICIPATION AGREEMENT
This participation agreement (this “Participation Agreement”) by and between the undersigned participant (“Participant”) and The TJX Companies, Inc. (“TJX”) is hereby made and entered into as of September 27, 2018 (the “Participation Date”) pursuant to The TJX Companies, Inc. Executive Severance Plan (the “Plan”).  Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan. 
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Participant and TJX hereby agree as follows:
1.Acceptance of Plan Terms; Acknowledgments.  Participant hereby acknowledges and agrees that from and after the Participation Date, he shall be a participant under the Plan and shall be bound by all the terms and conditions thereof and this Participation Agreement, including without limitation as to the Covered Benefits provisions and restrictive covenants set forth therein, except as otherwise set forth below. Participant further acknowledges and agrees that he has had an opportunity to consult with independent legal counsel regarding the contents of this Participation Agreement and the Plan and that he is entering into this Participation Agreement knowingly, voluntarily, and with full knowledge of its significance. 
2.    Severance Benefits.  The Termination Period under Section 6(a) of the Plan shall hereby extend for twenty-four (24) months after the Date of Termination and, except as modified on the attached Schedule, Section 6 of the Plan shall be fully applicable with respect to Participant.
3.    Restrictive Covenants. The Noncompetition Period under Section 8(b) of the Plan shall hereby extend for twenty-four (24) months after the Date of Termination and, except as modified on the attached Schedule, Section 8 of the Plan shall be fully applicable with respect to Participant.
4.    Employment Agreement Amendment.  The employment agreement between Participant and TJX dated January 16, 2018 (the “Employment Agreement”), is hereby amended as of the Participation Date to:
		
	(a)
	Delete Section 5(a) of the Employment Agreement; provided, that to the extent other provisions of the Employment Agreement refer to said Section 5(a), they shall be deemed instead to refer, mutatis mutandis, to the applicable provisions of Section 6 of the Plan; and


		
	(b)
	Delete Section 8(b) of the Employment Agreement.




[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed as an agreement under seal as of the date first written above.


THE TJX COMPANIES, INC.
By: /s/ Ernie Herrman        
Name:  Ernie Herrman 
Title:  Chief Executive Officer and President








IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed as an agreement under seal as of the date first written above.




PARTICIPANT:
/s/ Douglas Mizzi    
Name: Douglas Mizzi











SCHEDULE






MODIFICATIONS TO SECTION 6 OF THE PLAN


Section 6(f) of the Plan is hereby modified by adding the following after the word “Company” in the fourth line thereof:


“, including but not limited to any such TJX Canada-based plans,”






MODIFICATIONS TO SECTION 8 OF THE PLAN




Section 8(c) of the Plan is hereby modified by adding the following immediately before the third-to-last sentence thereof:


“Subject to the immediately following sentence of this Section 8(c), the Participant further covenants and agrees (for himself and for all others acting on his behalf) that at no time during the Employment Period or thereafter will he directly or indirectly say or do anything that would disparage, reflect negatively on, or call into question the Company's business operations, stores, products, reputation, business relationships, or present or future business, or the reputation of any past or present directors, officers, employees, agents or affiliates of the Company and its Subsidiaries.”




 


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