exv10w11






Exhibit 10.11




THE TJX COMPANIES, INC.

MANAGEMENT INCENTIVE PLAN




(As amended and restated effective as of March 5, 2010)



 









 





THE TJX COMPANIES, INC. 

MANAGEMENT INCENTIVE PLAN




Table of Contents



	 	 	 	 	 

	1. Purpose
	 	 	1	 
	 
	 	 	 	 
	2. Definitions
	 	 	1	 
	 
	 	 	 	 
	3. Effective Date
	 	 	2	 
	 
	 	 	 	 
	4. Administration
	 	 	2	 
	 
	 	 	 	 
	5. Eligibility
	 	 	3	 
	 
	 	 	 	 
	6. Description of Awards
	 	 	3	 
	 
	 	 	 	 
	7. Determination of Awards
	 	 	4	 
	 
	 	 	 	 
	8. Payment of Awards
	 	 	6	 
	 
	 	 	 	 
	9. Deferral of Award
	 	 	6	 
	 
	 	 	 	 
	10. Designation of Beneficiary
	 	 	7	 
	 
	 	 	 	 
	11. Notices
	 	 	7	 






 









 






	 	 	 	 	 

	12. Rights of Participants
	 	 	8	 
	 
	 	 	 	 
	13. No Employment Rights
	 	 	8	 
	 
	 	 	 	 
	14. Certain Payments Upon a Change of Control
	 	 	8	 
	 
	 	 	 	 
	15. Nonalienation of Award
	 	 	8	 
	 
	 	 	 	 
	16. Withholding Taxes
	 	 	9	 
	 
	 	 	 	 
	17. Termination, Amendment and Modification
	 	 	9	 
	 
	 	 	 	 
	18. Headings and Captions
	 	 	9	 
	 
	 	 	 	 
	19. Controlling Law
	 	 	9	 
	 
	 	 	 	 
	20. Miscellaneous Provisions
	 	 	9	 
	 
	 	 	 	 
	21. Awards to Certain Officers
	 	 	10	 











 









 








THE TJX COMPANIES, INC.

MANAGEMENT INCENTIVE PLAN





	1.	 	Purpose
	 
	 	 	The purpose of The TJX Companies, Inc. (“TJX”) Management Incentive Plan (the “Plan”) is to
provide officers and other employees who are key to the annual growth and profitability of
TJX with reward opportunities commensurate with their performance relative to annual
objectives.
	 
	2.	 	Definitions
	 
	 	 	Unless the context requires otherwise, the following expressions as used in the Plan shall
have the meanings ascribed to each below, it being understood that masculine, feminine, and
neuter pronouns are used interchangeably, and that each comprehends the others.






	 	(a)	 	“Change of Control” shall have the meaning set forth in the Company’s 1986
Stock Incentive Plan, as in effect from time to time.
	 
	 	(b)	 	“Company” shall mean TJX and its subsidiaries.
	 
	 	(c)	 	“Disability” shall mean disability as determined in accordance with the
standards and procedures similar to those used under the Company’s long term disability
program, and subject to any applicable legal or regulatory requirements in the relevant
jurisdictions.
	 
	 	(d)	 	“E.C.C.” shall mean the Executive Compensation Committee of the Board of
Directors of TJX. A member of the E.C.C. shall not be eligible to participate in the
Plan while serving as a member of the E.C.C. or one year prior to becoming a member of
the E.C.C.
	 
	 	(e)	 	“Fiscal Year” shall mean the fifty-two or fifty-three week period ending on the
Saturday nearest to the last day of January, and commencing on the Sunday following the
Saturday nearest to the last day of January of the preceding calendar year.




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	 	(f)	 	“Participant” shall mean any officer or other employee of TJX or any subsidiary
of TJX who is designated a Participant pursuant to Section 5 below.
	 
	 	(g)	 	“Performance Criteria” shall mean the standards of measurement of performance
by the Company, performance by any division or subsidiary of the Company, and/or
individual performance for each Performance Period as established by the E.C.C.
pursuant to paragraph (a) of Section 6 below.
	 
	 	(h)	 	“Performance Goal” shall mean the level of performance with respect to each
Performance Criterion at which awards are payable pursuant to this Plan. Performance
Goals are established by the E.C.C. pursuant to paragraph (b) of Section 6 below.
	 
	 	(i)	 	“Performance Period” shall mean one Fiscal Year.
	 
	 	(j)	 	“Section 162(m)” shall mean Section 162(m) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder.
	 
	 	(k)	 	“Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder.






	3.	 	Effective Date
	 
	 	 	The effective date of the Plan shall be January 28, 1979. The effective date of this
amendment and restatement of the Plan shall be March 5, 2010.
	 
	4.	 	Administration
	 
	 	 	This Plan shall be administered by the E.C.C. The E.C.C. shall have full authority to
interpret the Plan; to establish, amend, and rescind rules for carrying out the Plan; to
administer the Plan; to determine the terms and provisions of any agreements pertaining to
the Plan; and to make all other determinations necessary or advisable for its
administration. The E.C.C. shall not be bound to any standards of uniformity or similarity
of action, interpretation, or conduct in the discharge of its duties hereunder, regardless
of the apparent similarity of the matters coming before it. Its determination shall be
binding on all parties.




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	 	 	No member or former member of the E.C.C. or the Board of Directors of TJX shall be liable
for any action or determination made in good faith with respect to the Plan or any award or
payment made under the Plan.
	 
	5.	 	Eligibility
	 
	 	 	For each Performance Period, the E.C.C. shall designate those Participants who may be
entitled to receive annual management incentive awards, subject to the terms and conditions
of the Plan.
	 
	6.	 	Description of Awards
	 
	 	 	No Participant (or beneficiary or estate of a Participant) shall be entitled to an award
under the Plan until the E.C.C. has approved all of the terms of the award applicable to
such Participant for the Performance Period, including as set forth in this Section 6, and
then any such entitlement shall be only in accordance with such terms and the Plan.






	 	(a)	 	Designation of Performance Criteria
	 
	 	 	 	At the commencement of each Performance Period, the E.C.C. shall determine the
Performance Criteria for said Performance Period and the relative weight to be given
to each Performance Criterion. Performance Criteria and the weighing thereof may
vary by Participant and may be different for different Performance Periods. Such
Performance Criteria may include, but shall not be limited to, measures such as
pre-tax income, pre-tax income as a percentage of sales, return on investment, or
other measures specific to a Participant’s annual performance objectives. These
criteria may be based on Company, divisional, subsidiary and/or individual
performance as designated by the E.C.C.
	 
	 	(b)	 	Performance Goals
	 
	 	 	 	At the commencement of each Performance Period, the E.C.C. shall determine a range
of Performance Goals from minimum to target to maximum for each Performance
Criterion for said Performance Period, based upon the Company, divisional or
subsidiary Business Plan for said Fiscal Year. Performance Goals are subject to the
approval of the President of TJX. Performance Goals may vary by Participant and may
be different for different Performance Periods.
	 
	 	 	 	At any time designated by the E.C.C. during a Performance Period or thereafter, but
prior to award payment, appropriate adjustments in the Performance Goals may be made
to avoid undue windfalls or hardships due to external conditions




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	 	 	 	outside the control of management, changes in method of accounting, nonrecurring or
abnormal items, or other matters as the E.C.C. shall, in its sole discretion,
determine.
	 
	 	(c)	 	Award Opportunity
	 
	 	 	 	At the commencement of each Performance Period, the E.C.C. shall assign to each
Participant the minimum, target and maximum opportunity to be earned for said
Performance Period, based upon the Participant’s position and ability to affect
annual performance relative to goals during the Performance Period. Award
opportunity may be expressed as a fixed amount or as a percentage of the
Participant’s actual base salary earned for the Performance Period (as determined by
the Company in a manner consistent with and subject to the applicable legal and
regulatory requirements and payroll practices in the relevant jurisdictions).




From time to time, discretionary awards, in addition to the annual management incentive awards, may
be made by the E.C.C. to any Participant in recognition of outstanding performance or extraordinary
circumstances which occur during the Performance Period. Recommendations of Participants to receive
discretionary awards shall be made by the President of TJX.





	7.	 	Determination of Awards






	 	(a)	 	Upon completion of each Performance Period, the E.C.C. shall review performance
relative to Performance Goals, as adjusted from time to time in accordance with
paragraph (b) of Section 6 above, and determine the value of the awards for each
Performance Period, subject to the approval of the President of TJX and/or the Chairman
of the E.C.C.
	 
	 	 	 	Achievement of Performance Goals shall result in payment of the target award.
Failure to achieve Performance Goals will result in a decrease or elimination of the
Participant’s award. Exceeding Performance Goals will result in an increased award.
	 
	 	 	 	Performance Goal awards may be adjusted upward or downward by the E.C.C. due to
special circumstances or individual performance review. Without limiting the
generality of the foregoing, the E.C.C. may reduce or eliminate (i) awards to
Participants receiving “Needs Improvement” performance ratings and (ii) awards
otherwise payable to Participants who were on a leave of absence for any portion of
the applicable Performance Period.




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	 	(b)	 	If an employee becomes a Participant after the beginning of a Performance
Period, the award payable to him or her shall be prorated in accordance with the
portion of the Performance Period in which he or she is a Participant.
	 
	 	(c)	 	In the event of termination of employment of a Participant for any reason prior
to the last day of the Performance Period, a Participant thereafter shall have no
further rights under the Plan and shall not be entitled to payment of any award, except
as follows (and subject to the last sentence of this Section 7):






	 	(i)	 	If, prior to the last day of the Performance Period, a
Participant’s employment terminates by reason of death, the beneficiary or
estate of the Participant (as determined under Section 10) shall be entitled to
a prorated award under Section 7(c)(iv).
	 
	 	(ii)	 	If, prior to the last day of the Performance Period, a
Participant’s employment is terminated by the Company by reason of Disability,
the Participant (or, if the Participant is deceased, the beneficiary or estate
of a Participant, as determined under Section 10) shall be entitled to a
prorated award under Section 7(c)(iv).
	 
	 	(iii)	 	If termination of employment occurs (A) by reason of normal
retirement under a retirement plan of the Company, (B) with the consent of the
Company, or (C) after the commencement of a Performance Period but before an
award was (or would have been) granted to the Participant for such Performance
Period, the E.C.C. may, in its sole discretion, value and direct that all or
some portion of the award that was (or would have been) granted to the
Participant with respect to the Performance Period be deemed earned and
payable, taking into account the duration of employment during the Performance
Period, the Participant’s performance, and other matters as the E.C.C. shall
deem appropriate. Notwithstanding the foregoing, no Participant will be deemed
to have a nonforfeitable right to payment of any prorated award under this
Section 7(c)(iii) until the end of such Performance Period, and then only to
the extent provided under the terms of such award.
	 
	 	(iv)	 	Unless otherwise provided by the E.C.C. (including, without
limitation, pursuant to Section 7(a)), a prorated award under subsections (i),
(ii), or (iii) of this Section 7(c) shall be the award, if any, that the
Participant would have earned and been paid had he or she continued in
employment through the end of the Performance Period, determined without regard
to any individual performance factors, and (except in the case of an award
opportunity expressed as a percentage of actual base salary earnings




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	 	 	 	during the Performance Period) multiplied by a fraction, the numerator of
which is the number of days for which the Participant was employed during
such Performance Period and the denominator of which is the total number of
days in the Performance Period, and further reduced, as applicable, under
Section 7(b). Any such prorated award shall be paid, if at all, at the same
time other awards for such Performance Period are paid, in accordance with
Section 8.
	 
	 	(v)	 	In the event of termination of employment for cause, as defined
and determined by the E.C.C. in its sole discretion, no payment shall be made
with regard to any prior or current Performance Period.






	 	 	The provisions in this Section 7 are subject to the terms of any employment agreement,
severance agreement or severance plan applicable to any one or more participants and in the
event of any conflict, such terms shall control payment.
	 
	8.	 	Payment of Awards
	 
	 	 	As soon as practicable after the end of each Performance Period and the valuation of the
award for such Performance Period, but in no event later than two and one-half (21/2) months
after the later of the end of the calendar year or the fiscal year of the Company in which
such Performance Period ends, payment (including, for the avoidance of doubt, any prorated
payment made pursuant to Section 7) shall be made in cash with respect to the award earned
by each Participant for such Performance Period. Any such payment shall be subject to
applicable withholding as set forth in Section 16 below. Payments hereunder are intended to
constitute short-term deferrals exempt from Section 409A and shall be construed and
administered accordingly.
	 
	9.	 	Deferral of Award
	 
	 	 	Participants who are designated by the E.C.C. as being eligible to participate in the TJX
General Deferred Compensation Plan or the Executive Savings Plan may elect under such plan
to defer all or a portion of their awards solely to the extent (1) permitted under the terms
of the General Deferred Compensation Plan and the Executive Savings Plan at the time a
deferral election with respect to amounts otherwise payable hereunder is required to be
irrevocably made under the terms of such plans, and (2) consistent with the requirements of
Section 409A. If a Participant has an effective salary reduction agreement in place under
the Company’s General Savings/Profit Sharing Plan, any similar U.S. tax-qualified pension
plan, or any pension or retirement plan maintained outside the U.S. for the benefit of any
employees of the Company, amounts will be withheld from any payment made hereunder to the
extent, and solely to the extent,




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	 	 	provided in such plan and consistent with the requirements, to the extent applicable, of
Section 409A.
	 
	10.	 	Designation of Beneficiary






	 	(a)	 	Subject to applicable law, each Participant shall have the right to file with
the human resources/benefits administrator in the relevant jurisdiction who has been
appointed by the Company to administer the provisions of this Section 10 for such
jurisdiction (the “applicable administrator”) a written designation of one or more
persons as the beneficiary(ies) who shall be entitled to receive the amount, if any,
payable under the Plan upon his or her death. A Participant may from time to time
revoke or change his or her beneficiary by filing a new designation with the applicable
administrator. The last such designation received by the applicable administrator shall
be controlling, provided, however, that no designation change or revocation thereof
shall be effective unless received by the applicable administrator prior to the
Participant’s death and in no event shall it be effective as of a date prior to
receipt.
	 
	 	(b)	 	If no such beneficiary designation is in effect at the time of a Participant’s
death, or if no designated beneficiary survives the Participant, or if such designation
conflicts with law, the payment of the amount, if any, payable under the Plan upon his
or her death shall be made to the Participant’s estate. If the applicable administrator
is in doubt as to the right of any person to receive any amount, the applicable
administrator may retain such amount, without liability for any interest thereon, until
the rights thereto are determined, or the applicable administrator may pay such amount
into any court of appropriate jurisdiction, and such payment shall be a complete
discharge of the liability of the Plan, the Company, and the applicable administrator
therefor.






	 	 	All determinations necessary to construe or effectuate this Section 10 shall be made by the
Company.
	 
	11.	 	Notices
	 
	 	 	Each Participant whose employment relationship with the Company has terminated, either
voluntarily or involuntarily, shall be responsible for furnishing the human
resources/benefits administrator in the relevant jurisdiction who has been appointed by the
Company to administer the provisions of this Section 11 for such jurisdiction with the
current and proper address for the mailing of notices and the delivery of agreements and
payments. Any notice required or permitted to be given shall be deemed given if directed to
the person to whom addressed at such address and mailed by regular United States




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	 	 	mail, first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing shall be suspended until the Participant furnishes
the proper address.
	 
	12.	 	Rights of Participants
	 
	 	 	Nothing contained in the Plan and no action taken pursuant to the Plan shall create or be
construed to create a trust of any kind, or a fiduciary relationship between the Company and
any Participant or his or her legal representative or designated beneficiary, or other
persons.
	 
	 	 	If and to the extent that any Participant or his or her legal representative or designated
beneficiary, as the case may be, acquires a right to receive any payment from the Company
pursuant to the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company.
	 
	13.	 	No Employment Rights
	 
	 	 	Nothing in this Plan or any other document describing or referring to this
Plan shall be deemed to confer on any Participant the right to continue in
the employ of the Company or his or her respective employer or affect the
right of such employer to terminate the employment of any such person with
or without cause.
	 
	14.	 	Certain Payments Upon a Change of Control
	 
	 	 	If, upon a Change of Control of TJX, amounts payable or that would or might be payable in
respect of an individual under the Plan instead are paid to such individual or his or her
estate or beneficiary pursuant to any change of control severance plan or agreement, or any
similar plan, agreement or arrangement, to which the Company is a party, payments in respect
of such individual hereunder shall be reduced pro tanto.
	 
	15.	 	Nonalienation of Award
	 
	 	 	No amounts or other rights under the Plan shall be sold, transferred, assigned, pledged, or
otherwise disposed of or encumbered by a Participant, except as provided herein, and shall
not be subject to attachment, garnishment, execution, or other creditor’s processes.




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	16.	 	Withholding Taxes
	 
	 	 	The Company shall have the right to deduct withholding taxes from any payments made pursuant
to the Plan, or make such other provisions as it deems necessary or appropriate to satisfy
its obligations to withhold federal, state, or local income or other taxes incurred by
reason of payments pursuant to the Plan.
	 
	17.	 	Termination, Amendment and Modification
	 
	 	 	The E.C.C. or the Board of Directors of TJX may from time to time amend, modify, or
discontinue the Plan or any provision hereof. No amendment to or discontinuance or
termination of the Plan, shall, without the written consent of the Participant, adversely
affect any rights of such Participant that have vested. This Plan shall continue until
terminated by the E.C.C. or the Board of Directors of TJX.
	 
	18.	 	Headings and Captions
	 
	 	 	The headings and captions herein are provided for reference and convenience only, shall not
be considered part of the Plan, and shall not be employed in the construction of the Plan.
	 
	19.	 	Controlling Law
	 
	 	 	This Plan shall be construed and enforced according to the laws of the Commonwealth of
Massachusetts, to the extent not preempted by Federal law, which shall otherwise control.
	 
	20.	 	Miscellaneous Provisions






	 	(a)	 	All costs and expenses involved in administering the Plan as provided herein,
or incident thereto, shall be borne by the Company.
	 
	 	(b)	 	The E.C.C. may, in its sole discretion, reduce or eliminate awards granted or
money payable to any Participant or all Participants if it determines that such awards
or payment may cause the Company to violate any applicable law, regulation, controls,
or guidelines. Such reduction or elimination may be made notwithstanding that the
possible violation might be eliminated by reducing or not increasing compensation or
benefits of other associates, it being the intent of the Plan not to inhibit the
discretion of the Company to provide such forms and amounts of compensation and
benefits to employees as it deems advisable.




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	21.	 	Awards to Certain Officers
	 
	 	 	The provisions of this Section 21 shall apply, notwithstanding any other provision of the
Plan to the contrary, in the case of any award made to a person expected to be described in
Section 162(m) at the time the award is to be paid, as determined by the E.C.C. at the time
of the award. In the case of any such award: (a) Performance Criteria shall be based on
any one or more of the following (on a consolidated, divisional, line of business,
geographical or area of executive’s responsibilities basis): one or more items of or within
(i) sales, revenues, assets or expenses; (ii) earnings, income or margins, before or after
deduction for all or any portion of interest, taxes, depreciation, amortization, or such
other items as the E.C.C. may determine at the time the Performance Criteria are
preestablished (within the meaning of Section 162(m)), whether or not on a continuing
operations and aggregate or per share basis; (iii) return on investment, capital, assets,
sales or revenues; and (iv) stock price; (b) unless otherwise determined by the E.C.C. in a
manner that is consistent with the requirement that the Performance Goals be preestablished
within the meaning of, and that the Award otherwise comply with the performance-based
compensation exemption under, Section 162(m), the specific Performance Goals established by
the E.C.C. with respect to any Award shall be subject to mandatory adjustment where such
Performance Goal is affected by any of the following objectively determinable factors
occurring after the Performance Goal has been established by the E.C.C., such that
performance with respect to such Performance Goal for such Award shall be determined without
regard to such factor: (i) any change in, or elimination or addition of, an accounting
standard or principle, or any change in the interpretation thereof, whether identified as a
change, error, correction or otherwise denominated, by the FASB, the SEC or its staff, the
PCAOB, or other competent accounting or regulatory body, as determined by the E.C.C., (ii)
any change in laws, rules, regulations or other interpretations or guidance issued by a
competent regulatory body if the effect of such change would be to affect the financial
measure by more than 1% (as objectively determined by the E.C.C.), (iii) any acquisition or
disposition by the Company of a business or portion thereof, however structured, if the
effect of such acquisition or disposition would be to affect the financial measure by more
than 1% (as objectively determined by the E.C.C.), and (iv) any other objectively
determinable factor that is specified by the E.C.C. within 90 days of the commencement of
the applicable performance period (or within the first one-quarter of the applicable
performance period, if shorter); (c) the maximum amount payable under any Plan award to any
such individual shall be $5,000,000; (d) no payment shall be made under the award unless the
applicable Performance Goals, which shall have been preestablished within the meaning of
Section 162(m), have been met, nor shall any such payment be made until the E.C.C. certifies
in accordance with Section 162(m) that such Goals have been met; and (e) those provisions of
the Plan generally applicable to awards hereunder which give to the E.C.C. or any other
person discretion to modify the award after the establishment and grant of the award, or
which if applied to an award described in this Section 21 might otherwise




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	 	 	cause such award to fail to qualify as a performance-based award under Section 162(m) shall
be deemed inapplicable to the extent (but only to the extent) the retention of such
discretion by such person or the application of such provision would be deemed inconsistent
with qualification of the award as performance-based under Section 162(m).






     IN WITNESS WHEREOF, the Company has caused the Plan to be executed, effective as of
March 5, 2010.



	 	 	 	 	 	 	 	 	 

	ATTEST/WITNESS
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/Julio C. Mantilla	 	 	 	THE TJX COMPANIES, INC	 	 
	 


	 	 	 	 	 	 	 	 
	Print Name: Julio C. Mantilla
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Greg Flores

	 	 
	 
	 

	 	 	 	Print Name:
	 	Greg Flores	 	 
	 
	 

	 	 	 	Title:
	 	Executive Vice President, Chief
Human Resources Officer	 	 
	 
	 

	 	 	 	Date:
	 	May 26, 2010	 	 







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