exv10w2



 











Exhibit 10.2




THE TJX COMPANIES, INC.



LONG RANGE PERFORMANCE INCENTIVE PLAN




(as amended through April 5, 2007)




 









 





THE TJX COMPANIES, INC. 

LONG RANGE PERFORMANCE INCENTIVE PLAN




Table of Contents




	 	 	 	 	 	 	 
	1.
	 	Purpose	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	3.
	 	Term	 	 	1	 
	 
	 	 	 	 	 	 
	4.
	 	Plan Administration	 	 	1	 
	 
	 	 	 	 	 	 
	5.
	 	Eligibility and Target Award	 	 	1	 
	 
	 	 	 	 	 	 
	6.
	 	Award Goals	 	 	2	 
	 
	 	 	 	 	 	 
	7.
	 	Determination of Awards	 	 	3	 
	 
	 	 	 	 	 	 
	8.
	 	Termination	 	 	4	 
	 
	 	 	 	 	 	 
	9.
	 	Transferability	 	 	4	 
	 
	 	 	 	 	 	 
	10.
	 	Designation of Beneficiary	 	 	4	 
	 
	 	 	 	 	 	 
	11.
	 	Change of Control; Mergers, etc.	 	 	5	 
	 
	 	 	 	 	 	 
	12.
	 	Amendment and Modification	 	 	5	 
	 
	 	 	 	 	 	 
	13.
	 	Withholding Taxes	 	 	5	 
	 
	 	 	 	 	 	 
	14.
	 	Future Rights	 	 	6	 
	 
	 	 	 	 	 	 
	15.
	 	Controlling Law	 	 	6	 
	 
	 	 	 	 	 	 
	16.
	 	Awards to Certain Officers	 	 	6	 







 









 








THE TJX COMPANIES, INC.

LONG RANGE PERFORMANCE INCENTIVE PLAN





	1.	 	Purpose
	 
	 	 	The purpose of The TJX Companies, Inc. Long Range Performance Incentive Plan (the “Plan”) is
to promote the long-term success of The TJX Companies, Inc. (the “Company”) and its
shareholders by providing competitive incentive compensation to those officers and selected
employees upon whose judgment, initiative, and efforts the Company depends for its
profitable
growth.
	 
	2.	 	Definitions
	 
	 	 	Reference is hereby made to the Company’s 1986 Stock Incentive Plan (the “1986 Plan”). Terms
defined in the 1986 Plan and not otherwise defined herein are used herein with the meanings
so defined.
	 
	3.	 	Term
	 
	 	 	The plan shall be effective as of January 25, 1992 (the start of fiscal year 1993), and the
Plan shall remain in effect until terminated by the Company’s Board of Directors (the
“Board”).
	 
	4.	 	Plan Administration
	 
	 	 	The Plan shall be administered by the same Committee that administers the 1986 Plan. The
Committee shall have full and exclusive power to interpret the Plan and to adopt such rules,
regulations and guidelines for carrying out the Plan as it may deem necessary or proper,
consistent with the 1986 Plan.
	 
	5.	 	Eligibility and Target Award
	 
	 	 	Any key employee (an “Employee”) of the Company or any of its Subsidiaries who could receive
an award under the 1986 Plan shall be eligible to receive awards under the Plan.
	 
	 	 	At the commencement of each performance cycle (the “Performance Cycle”), which shall be a
two-year or a three-year cycle as specified by the Committee at the commencement of such
Performance Cycle, the Committee shall designate those who will participate in the Plan (the
“Participants”) and their target awards (the “Awards”).




 









 






	 	 	Subsequent to the commencement of a Performance Cycle, the Committee may, in special
circumstances, designate additional Participants and their target Awards for such
Performance Cycle.
	 
	6.	 	Award Goals
	 
	 	 	At the commencement of each Performance Cycle, the Committee shall set one or more
performance goals (the “Performance Goals”) for such Performance Cycle, the relative weight
to be given to each Performance Goal, and a schedule for determining payments if actual
performance is above or below the goal. For the Performance Cycles for fiscal years
1995–1997 and thereafter, Awards shall not provide for any minimum payment; however, the
Committee for each such Cycle shall establish a maximum (not to exceed 150%) of the Award
which may be earned.
	 
	 	 	At any time designated by the Committee during a Performance Cycle or thereafter, but prior
to Award payment, appropriate adjustments in the goals may be made by the Committee to avoid
undue windfalls or hardships due to external conditions outside the control of management,
nonrecurring or abnormal items, or other matters as the Committee shall, in its sole
discretion, determine appropriate to avoid undue windfalls or hardships.
	 
	 	 	As soon as practicable after the end of the Performance Cycle, the Committee shall determine
what portion of each Award has been earned. The Award payment shall be paid in cash.
	 
	7.	 	Determination of Awards






	 	(a)	 	Upon completion of each Performance Cycle and certification of the Company’s
financial statements by the Company’s independent public accountants for the Fiscal
Years included in such Performance Cycle, the Committee shall review performance
relative to Performance Goals, and determine the value of the Awards for each
Performance Cycle, subject to the approval of the President of TJX and/or the Chairman
of the Committee.
	 
	 	 	 	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 Committee due to
special circumstances or individual performance review. Without limiting the
generality of the foregoing, the Committee may reduce or eliminate Awards to
Participants receiving “Needs Improvement” performance ratings.




 









 






	 	(b)	 	If an employee becomes a Participant after the beginning of a Performance
Cycle, the Award payable to him or her shall be prorated in accordance with the portion
of the Performance Cycle 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 Cycle, a Participant thereafter shall have no
further rights under the Plan and shall not be entitled to payment of any Award.
	 
	 	 	 	If termination of employment occurs (i) by reason of death, (ii) by reason of normal
retirement under a retirement plan of the Company, or (iii) with the consent of the
Company, the Committee may, in its sole discretion, value and direct that all or
some portion of the Award be deemed earned and payable, taking into account the
duration of employment during the Performance Cycle, the Participant’s performance,
and other matters as the Committee shall deem appropriate. In the event of
termination of employment for cause, as defined and determined by the Committee in
its sole discretion, no payment shall be made with regard to any prior or current
Performance Cycle.
	 
	 	(d)	 	If a Participant shall be actively employed by the Company less than a full
Performance Cycle because of an accident or illness but completes 26 weeks of active
employment during said Performance Cycle, the Award otherwise payable to said
Participant for said Performance Cycle shall not be reduced because of a failure of
active employment due to such accident or illness.
	 
	 	 	 	If a Participant shall be actively employed by the Company less than a full
Performance Cycle because of an accident or illness and does not complete 26 weeks
of active employment during said Performance Cycle, said Participant shall receive
such Award, if any, for said Performance Cycle as the Committee shall determine.
	 
	 	 	 	Any time for which a Participant receives sick leave and/or vacation payments shall
be deemed active employment time. Any time for which a Participant received
short-term income protection, short-term disability and/or long-term disability
payments shall not be deemed active employment time.
	 
	 	 	 	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.	 	Termination
	 
	 	 	Awards are forfeited at termination of employment. However, if termination of employment
occurs by reason of (i) death, (ii) disability (as determined under the 1986
	 
	 	 	Plan), (iii) normal retirement under a retirement plan of the Company, or (iv) with the
consent of the Company, the Committee may, in its sole discretion, direct that all or a
portion of a Participant’s Award be paid, taking into account the duration of employment
during the Performance Cycle, the Participant’s performance, and such other matters as the
Committee shall deem appropriate. This Section 8 shall not apply to the extent the rights of
a Participant in such circumstances are governed by another agreement.
	 
	9.	 	Transferability
	 
	 	 	Awards under the Plan will be nontransferable and shall not be assignable, alienable,
saleable or otherwise transferable by the Participant other than by will or the laws of
descent and distribution.
	 
	10.	 	Designation of Beneficiary






	 	(a)	 	Subject to applicable law, each Participant shall have the right to file with
the Committee, to the attention of the Vice President, Human Services Director of TJX,
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 Committee The last such designation received by the Committee
shall be controlling, provided, however, that not designation change or revocation
thereof shall be effective unless received by the Committee prior to the Participant’s
death and in no event shall it be effective as of 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 Committee is in doubt as
to the right of any person to receive any amount, the Committee may retain such amount,
without liability for any interest thereon, until the rights thereto are determined, or
the Committee 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 Committee therefor.






	11.	 	Change of Control; Mergers, etc.






	 	(a)	 	In the event the Company undergoes a Change of Control as defined in the 1986
Plan, this Plan shall automatically terminate and within 30 days following such




 









 






	 	 	 	Change
of Control, whether or not a Participant’s employment has been terminated, the Company
shall pay to the Participant the following in a lump sum in full payment of his or her
Award:
An amount with respect to each Performance Cycle for which the Participant has been
designated as a Plan Participant equal to 50 percent of the product of (i) the
maximum Award for the Participant for such Performance Cycle and (ii) a fraction,
the denominator of which is the total number of fiscal years in the Performance
Cycle and the numerator of which is the number of fiscal years which have elapsed in
such Performance Cycle prior to the Change of Control (for purposes of this
fraction, if the Change of Control occurs during the first quarter of a fiscal year,
then one quarter of the fiscal year shall be deemed to have lapsed prior to the
Change of Control, and if the Change of Control occurs after the first quarter of
the fiscal year, then the full fiscal year shall be deemed to have elapsed prior to
the Change of Control). For purposes of this paragraph (a), the Valuation Date shall
be the day preceding the date of the Change of Control. This paragraph (a) shall not
apply to any Participant whose rights under this Plan upon a Change of Control are
governed by another agreement or plan.
	 
	 	(b)	 	In the event of a merger or consolidation with another company or in the event
of a liquidation or reorganization of the Company, other than any merger,
consolidation, reorganization or other event that constitutes a Change of Control, the
Committee may in its sole discretion determine whether to provide for adjustments and
settlements of Awards. The Committee may make such determination at the time of the
Award or at a subsequent date.






	12.	 	Amendment and Modification
	 
	 	 	The Board may from time to time amend, modify, or discontinue the Plan or any provision
hereof. No such amendment to, or discontinuance, or termination of the Plan shall, without
the written consent of a Participant, adversely affect any rights of such Participant under
an outstanding Award.
	 
	13.	 	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 for withholding federal, state, or local income or other taxes incurred by
reason of payments pursuant to the Plan.
	 
	 	 	Participants may elect in a writing furnished to the Committee prior to the Valuation Date
to satisfy their federal tax obligations with respect to any shares paid hereunder by
directing the Company to withhold an equivalent value of shares.




 









 












	14.	 	Future Rights
	 
	 	 	No person shall have any claim or rights to be granted an Award under the Plan, and no
Participant shall have any rights under the Plan to be retained in the employ of the
Company.
	 
	15.	 	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.
	 
	16.	 	Awards to Certain Officers
	 
	 	 	The provisions of this Section 16 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) of the Internal Revenue Code (“Section 162(m)”) at the time the Award is to
be paid, as determined by the Committee at the time of the Award. In the case of any such
Award: (a) Performance Goals 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 Committee may
determine at the time the Performance Goals 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 Committee 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 Committee 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 Committee, 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 Committee, (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 determined by the Committee based on advice from its outside auditors), (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 determined by the Committee based on advice from the




 









 






	 	 	Company’s outside auditor), and (iv) any other objectively determinable factor that is
specified by the Committee 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 Committee
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 Committee
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 16 might otherwise 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 within the meaning of Section 162(m).