exv10w1



 







EXHIBIT 10.1




November 14, 2005




Mr. Bernard Cammarata

Chairman and Interim Chief Executive Officer

The TJX Companies, Inc.

770 Cochituate Road

Framingham, MA 01701





			
	Re:	 	Amendment of Employment Agreement








Dear Ben:



I refer to the Employment Agreement between you and The TJX Companies, Inc. (the “Company”) dated
as of June 3, 2003 (the “Employment Agreement”), under which you are currently serving as Chairman
of the Board. Since September 13, 2005 you have also agreed to serve as interim Chief Executive
Officer of the Company. The purpose of this letter is to formalize certain changes to the
Employment Agreement, as specified below, to reflect the additional duties that you have assumed.



Notwithstanding Section 2(a) of the Employment Agreement, you and the Company have agreed that in
addition to your duties as Chairman under the Employment Agreement you will serve as interim Chief
Executive Officer until such time as you are replaced or resign from that position, and as Chief
Executive Officer will perform such duties as are from time to time specified by the Board of
Directors of the Company. To reflect your additional duties, during the period you serve both as
interim Chief Executive Officer and Chairman you will be paid base salary at an annual rate equal
to $1 million. This increase salary will be paid as follows: (i) your base salary payment for the
first pay period beginning after the date of this letter agreement shall include a payment of
$92,308, representing an adjustment for the period from September 13, 2005 through the date of
employment covered by such pay period to bring the total annual rate of base salary for such period
to an annual rate of $1 million, and (ii) your base salary for subsequent pay periods during the
period you are serving as both Chairman and interim Chief Executive Officer shall be paid at a rate
that reflects the $1 million annual rate. If your employment with the Company as Chairman
terminates under circumstances entitling you to a payment under Section 5(a)(i) or Section 5(b) of
the Employment Agreement or under Section C.1(a) of Exhibit C of the Employment Agreement, and if
immediately prior thereto you were also serving as interim Chief Executive Officer of the Company,
any such payment determined by reference to your base salary shall be determined by reference to
your adjusted annual rate of Base Salary as described in this paragraph.



Notwithstanding Section 3(c)(ii) of the Employment Agreement, and in recognition of your additional
duties as interim Chief Executive Officer, the Executive Compensation Committee of the Board of
Directors of the Company has awarded you, effective as of today’s date, two performance awards
under the Company’s Stock Incentive Plan: one of performance-based restricted stock for a total of
47,000 shares, the other of performance-based deferred stock for up to 94,000 shares. The terms of
each of those awards have been set forth in the applicable award documentation provided to you,
subject to the terms of the Stock Incentive Plan.



 









 





Except as otherwise provided in this letter agreement, the terms and conditions of the Employment
Agreement remain unchanged and in full force and effect.



If these changes are acceptable to you, please so indicate by signing the enclosed copy of this
letter agreement in the space indicated below, whereupon this letter agreement shall take effect
immediately in accordance with its terms.



	 	 	 	 	 
	 

	 	 	 	THE TJX COMPANIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert F. Shapiro
	 

	 	 	 	 
	 

	 	 	 	Robert F. Shapiro
	 

	 	 	 	Director and Member of the Executive 

Compensation Committee
	Accepted and agreed as of the

date first above written:
	 	 	 	 
	 
	 	 	 	 
	/s/ Bernard Cammarata

 

	 	 	 	 
	Bernard Cammarata