exv10w1



 





Exhibit 10.1




EMPLOYMENT AGREEMENT




DATED AS OF JANUARY 28, 2007




BETWEEN CAROL MEYROWITZ AND THE TJX COMPANIES, INC.




 









 






INDEX




	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	 
	 	 	 	 	 	 
	1.

	 	EFFECTIVE DATE; TERM OF AGREEMENT
	 	 	1	 
	 
	 	 	 	 	 	 
	2.

	 	SCOPE OF EMPLOYMENT
	 	 	1	 
	 
	 	 	 	 	 	 
	3.

	 	COMPENSATION AND BENEFITS.
	 	 	2	 
	 
	 	 	 	 	 	 
	4.

	 	TERMINATION OF EMPLOYMENT; IN GENERAL
	 	 	3	 
	 
	 	 	 	 	 	 
	5.

	 	BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT
	 	 	3	 
	 
	 	 	 	 	 	 
	6.

	 	OTHER TERMINATION
	 	 	6	 
	 
	 	 	 	 	 	 
	7.

	 	BENEFITS UPON CHANGE OF CONTROL
	 	 	6	 
	 
	 	 	 	 	 	 
	8.

	 	AGREEMENT NOT TO SOLICIT OR COMPETE
	 	 	6	 
	 
	 	 	 	 	 	 
	9.

	 	ASSIGNMENT
	 	 	10	 
	 
	 	 	 	 	 	 
	10.

	 	NOTICES
	 	 	10	 
	 
	 	 	 	 	 	 
	11.

	 	CERTAIN EXPENSES
	 	 	10	 
	 
	 	 	 	 	 	 
	12.

	 	WITHHOLDING; CERTAIN TAX MATTERS
	 	 	10	 
	 
	 	 	 	 	 	 
	13.

	 	GOVERNING LAW
	 	 	11	 
	 
	 	 	 	 	 	 
	14.

	 	ARBITRATION
	 	 	11	 
	 
	 	 	 	 	 	 
	15.

	 	ENTIRE AGREEMENT
	 	 	11	 
	 
	 	 	 	 	 	 
	EXHIBIT A Certain Definitions
	 	A-1	 
	 
	 	 	 	 	 	 
	EXHIBIT B Definition of “Change of Control”
	 	B-1	 
	 
	 	 	 	 	 	 
	EXHIBIT C Change of Control Benefits
	 	C-1	 
	 
	 	 	 	 	 	 
	EXHIBIT D Competitive Businesses
	 	D-1	 






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CAROL MEYROWITZ   




EMPLOYMENT AGREEMENT




     AGREEMENT dated as of January 28, 2007 between Carol Meyrowitz (“Executive”) and The TJX
Companies, Inc., a Delaware corporation whose principal office is in Framingham, Massachusetts
01701(the “Company”).



RECITALS




     The Company and Executive intend that Executive shall be employed by the Company on the terms
set forth below and, to that end, deem it desirable and appropriate to enter into this Agreement.



AGREEMENT




     The parties hereto, in consideration of the mutual agreements hereinafter contained, agree as
follows:



     1.      EFFECTIVE DATE; TERM OF AGREEMENT. This Agreement shall become effective as of January 28,
2007 (the “Effective Date”). Executive’s employment hereunder shall continue on the terms provided
herein until January 31, 2009 (the “End Date”), subject to earlier termination as provided herein.
The period of Executive’s employment by the Company from and after the Effective Date, whether
under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it
being understood that nothing in this Agreement shall be construed as entitling Executive to
continuation of her employment beyond the End Date and that any such continuation shall be subject
to the agreement of the parties.



     2.      SCOPE OF EMPLOYMENT.



     (a) Nature of Services. Executive shall diligently perform the duties and assume the
responsibilities of Chief Executive Officer and President of the Company and such other duties and
responsibilities as shall from time to time be specified by the Board.



     (b) Extent of Services. Except for illnesses and vacation periods, Executive shall
devote substantially all her working time and attention and her best efforts to the performance of
her duties and responsibilities under this Agreement. However, Executive may (i) make any passive
investments where she is not obligated or required to, and shall not in fact, devote any managerial
efforts, (ii) subject to approval by the Board (which approval shall not be unreasonably withheld
or withdrawn), participate in charitable or community activities or in trade or professional
organizations, or (iii) subject to approval by the Board (which approval shall not be unreasonably
withheld or withdrawn), hold directorships in public companies, except only that the Board shall
have the right to limit such services as a director or such participation in charitable or
community activities or in trade or professional organizations whenever the Board



 









 







shall believe that the time spent on such activities infringes in any material respect upon
the time required by Executive for the performance of her duties under this Agreement or is
otherwise incompatible with those duties.



     3.      COMPENSATION AND BENEFITS.



     (a) Base Salary. Executive shall be paid a base salary at the rate hereinafter
specified, such Base Salary to be paid in the same manner and at the same times as the Company
shall pay base salary to other executive employees. The rate at which Executive’s Base Salary
shall be paid shall be $1,400,000 per year or such other rate (not less than $1,400,000 per year)
as the Committee may determine after Committee review not less frequently than annually.



     (b) Existing Awards. Reference is made to outstanding awards to Executive of stock
options and of performance-based restricted stock made prior to the Effective Date under the
Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), to the award
opportunity granted to Executive for FYE 2007 under the Company’s Management Incentive Plan
(“MIP”), and to award opportunities granted to Executive under the Company’s Long Range Performance
Incentive Plan (“LRPIP”) for cycles beginning before the Effective Date. Each of such awards
outstanding immediately prior to the Effective Date shall continue for such period or periods and
in accordance with such terms as are set out in the applicable grant, award certificate, award
agreement and other governing documents relating to such awards and shall not be affected by the
terms of this Agreement except as otherwise expressly provided herein.



     (c) New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during
the Employment Period Executive will be entitled to stock-based awards under the Stock Incentive
Plan at levels commensurate with her position and responsibilities and subject to such terms as
shall be established by the Committee, including without limitation an award of 50,000 shares (such
number to be indexed based on the closing price per share on the date of grant of such award and
the indexing schedule previously approved by the Executive Compensation Committee and in effect as
of the date hereof) of performance-based restricted stock in connection with the execution of this
Agreement; provided, that if Executive’s employment by the Company is terminated by the Company
other than for Cause, subject to Section 8 below any such awards held by Executive immediately
prior to such termination will vest to the extent not previously vested (but, in the case of stock
options, will thereafter remain exercisable only for such post-termination exercise period as is
provided under the terms of the award). Executive will be entitled to tender shares acquired under
the awards, or to have shares of stock deliverable under the awards held back, in satisfaction of
the minimum withholding taxes required in respect of income realized in connection with the awards.



     (d) LRPIP. During the Employment Period, Executive will be eligible to participate
in awards under LRPIP at a level commensurate with her position and responsibilities and subject to
such terms as shall be established by the Committee.



     (e) MIP. During the Employment Period, Executive will be eligible to participate in
awards under MIP at a level commensurate with her position and responsibilities and subject to such
terms as shall be established by the Committee.



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     (f) Qualified Plans; Other Deferred Compensation Plans. Executive shall be entitled
during the Employment Period to participate in the Company’s tax-qualified retirement and
profit-sharing plans, in SERP (Category B benefits or Category C benefits, whichever are greater),
and in the GDCP and ESP, in each case in accordance with the terms of the applicable plan
(including, for the avoidance of doubt and without limitation, the amendment and termination
provisions thereof); provided, that, subject to the foregoing, Executive’s accrued benefit under
SERP shall at all times be fully vested; and further provided, that Executive shall not be entitled
to matching credits under ESP. The parties hereto acknowledge and agree that Executive is credited
with the maximum number of years of service (20) taken into account in determining Category B
benefit under SERP, based on service of 23 years and 6 completed months as of the Effective Date.



     (g) Policies and Fringe Benefits. Executive shall be subject to Company policies
applicable to its executives generally and shall be entitled to receive all such fringe benefits as
the Company shall from time to time make available to other executives generally (subject to the
terms of any applicable fringe benefit plan).



     (h) Other. The Company is entitled to terminate Executive’s employment
notwithstanding the fact that Executive may lose entitlement to benefits under the arrangements
described above. Upon termination of her employment, Executive shall have no claim against the
Company or Parent for loss arising out of ineligibility to exercise any stock options granted to
her or otherwise in relation to any of the stock options or other stock-based awards granted to
Executive, and the rights of Executive shall be determined solely by the rules of the relevant
award document and plan.



     4.      TERMINATION OF EMPLOYMENT; IN GENERAL.



     (a) The Company shall have the right to end Executive’s employment at any time and for any
reason, with or without Cause.



     (b) To the extent consistent with applicable law, Executive’s employment shall terminate when
Executive becomes Disabled. In addition, if by reason of Incapacity Executive is unable to perform
her duties for at least six continuous months, upon written notice by the Company to Executive, and
to the extent consistent with applicable law, the Employment Period will be terminated for
Incapacity.



     (c) Whenever her employment shall terminate, Executive shall resign all offices or other
positions she shall hold with the Company and any affiliated corporations. For the avoidance of
doubt, the Employment Period shall terminate upon termination of Executive’s employment for any
reason.



     5.      BENEFITS UPON NON-VOLUNTARY TERMINATION OF EMPLOYMENT OR UPON EXPIRATION OF THE AGREEMENT.



     (a) Certain Terminations Prior to the End Date. If the Employment Period shall have
terminated prior to the End Date by reason of (i) death, Disability or Incapacity of Executive,
(ii) termination by the Company for any reason other than Cause or (iii) termination by Executive
in the event that Executive is relocated more than forty (40) miles from the current



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corporate headquarters of the Company without her prior written consent (a “Constructive Termination”),
then all compensation and benefits for Executive shall be as follows:




     (i) For a period of eighteen (18) months after the Date of Termination (the
“termination period”), the Company will pay to Executive or her legal representative,
without reduction for compensation earned from other employment or self employment,
continued Base Salary at the rate in effect at termination of employment; provided, that if
Executive is eligible for long-term disability compensation benefits under the Company’s
long-term disability plan, the amount payable under this clause shall be paid at a rate
equal to the excess of (a) the rate of Base Salary in effect at termination of employment,
over (b) the long-term disability compensation benefits for which Executive is approved
under such plan.




     (ii) If Executive elects so-called “COBRA” continuation of group health plan coverage
provided pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income
Security Act of 1974, as amended, there shall be added to the amounts otherwise payable
under Section 5(a)(i) above, during the continuation of such coverage, an amount (grossed up
for federal and state income taxes) equal to the participant cost of such coverage, except
to the extent that Executive shall obtain no less favorable coverage from another employer
or from self-employment in which case such additional payments shall cease immediately.




     (iii) The Company will pay to Executive or her legal representative, without offset
for compensation earned from other employment or self-employment, (A) any unpaid amounts to
which Executive is entitled under MIP for the fiscal year of the Company ended immediately
prior to Executive’s termination of employment, plus (B) any unpaid amounts owing with
respect to LRPIP cycles in which Executive participated and which were completed prior to
termination. These amounts will be paid at the same time as other awards for such prior
year or cycle are paid.




     (iv) The Company will pay to Executive or her legal representative, without offset for
compensation earned from other employment or self-employment, an amount equal to the sum of
(A) Executive’s MIP Target Award, if any, for the year of termination, multiplied by a
fraction, the numerator of which is three hundred and sixty-five (365) plus the number of
days during such year prior to termination, and the denominator of which is seven hundred
and thirty (730) (provided, however, that if the Employment Period shall have terminated by
reason of Executive’s death, Disability or Incapacity, this clause (A) shall not apply and
Executive instead shall be entitled to the MIP benefit described in Section 5(a)(vii)
below), plus (B) with respect to each LRPIP cycle in which Executive participated and which
had not ended prior to termination of employment, 1/36 of an amount equal to Executive’s
LRPIP Target Award for such cycle multiplied by the number of full months in such cycle
completed prior to termination of employment. The amount described in Section 5(a)(iv)(A)
above, if any, will be paid not later than MIP awards for the year of termination are paid.
The amount described in Section 5(a)(iv)(B) above, to the extent measured by the LRPIP
Target Award for any cycle, will be paid not later than the date on which LRPIP awards for
such cycle are paid or would have been paid.



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     (v) In addition, Executive or her legal representative shall be entitled to the Stock
Incentive Plan benefits described in Section 3(b) (Existing Awards) and Section 3(c) (New
Stock Awards), in each case in accordance with and subject to the terms of the applicable
arrangement, and to payment of her vested benefits under the plans described in Section 3(f)
(Qualified Plans; Other Deferred Compensation Plans).




     (vi) If termination occurs by reason of Incapacity or Disability, Executive shall also
be entitled to such compensation, if any, as is payable pursuant to the Company’s long-term
disability plan. If for any period Executive receives long-term disability compensation
payments under a long-term disability plan of the Company as well as payments under Section
5(a)(i) above, and if the sum of such payments (the “combined salary/disability benefit”)
exceeds the payment for such period to which Executive is entitled under Section 5(a)(i)
above (determined without regard to the proviso set forth therein), she shall promptly pay
such excess in reimbursement to the Company.




     (vii) If termination occurs by reason of death, Incapacity or Disability, Executive
shall also be entitled to an amount equal to Executive’s MIP Target Award for the year of
termination, without proration. This amount will be paid not later than MIP awards for the
year of termination are paid.




     (viii) Except as expressly set forth above or as required by law, Executive shall not
be entitled to continue participation during the termination period in any employee benefit
or fringe benefit plans, except for continuation of any automobile allowance.



     (b) Termination on the End Date. Unless earlier terminated or except as otherwise
mutually agreed by Executive and the Company, Executive’s employment with the Company shall
terminate on the End Date. Unless the Company in connection with such termination shall offer to
Executive continued service in a position on reasonable terms, Executive shall be treated as having
terminated under Section 5(a) on the day immediately preceding the End Date and shall be entitled
to the pay and benefits described therein. If the Company in connection with such termination
offers to Executive continued service in a position on reasonable terms, and Executive declines
such service, she shall be treated for all purposes of this Agreement as having terminated her
employment voluntarily on the End Date and she shall be entitled only to those benefits to which
she would be entitled under Section 6(a) (“Voluntary termination of employment”). For purposes of
the two preceding sentences, “service in a position on reasonable terms” shall mean service in a
position comparable to the position in which Executive was serving immediately prior to the End
Date and with compensation and benefits (including cash-based and stock-based benefits) that in the
aggregate are comparable to the compensation and benefits that Executive was receiving hereunder
immediately prior to the End Date; provided, for the avoidance of doubt, that nothing herein shall
limit the Company’s ability to modify, curtail or replace individual benefit programs.



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     6.      OTHER TERMINATION.



     (a) Voluntary termination of employment. If Executive terminates her employment
voluntarily, Executive or her legal representative shall be entitled (in each case in accordance
with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits
described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested
benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation
Plans). In addition, the Company will pay to Executive or her legal representative any unpaid
amounts to which Executive is entitled under MIP for the fiscal year of the Company ended
immediately prior to Executive’s termination of employment, plus any unpaid amounts owing with
respect to LRPIP cycles in which Executive participated and which were completed prior to
termination, in each case at the same time as other awards for such prior year or cycle are paid.
No other benefits shall be paid under this Agreement upon a voluntary termination of employment.



     (b) Termination for Cause. If the Company should end Executive’s employment for
Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other
than (x) such vested amounts as are credited to Executive’s account (but not received) under GDCP
and ESP in accordance with the terms of those programs; (y) any vested benefits to which Executive
is entitled under the Company’s tax-qualified plans; and (z) Stock Incentive Plan Benefits, if any,
to which Executive may be entitled (in each case in accordance with and subject to the terms of the
applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards).



     7.      BENEFITS UPON CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in
the event of a Change of Control, the determination and payment of any benefits payable thereafter
with respect to Executive shall be governed exclusively by the provisions of Exhibit C.



     8.      AGREEMENT NOT TO SOLICIT OR COMPETE



     (a) During the Employment Period and for a period of eighteen (18) months thereafter (the
“Nonsolicitation Period”), Executive shall not, and shall not direct any other individual or entity
to, directly or indirectly (including as a partner, shareholder, joint venturer or other investor)
(i) hire, offer to hire, attempt to hire or assist in the hiring of, any protected person as an
employee, director, consultant, advisor or other service provider, (ii) recommend any protected
person for employment or other engagement with any person or entity other than the Company and its
Subsidiaries, (iii) solicit for employment or other engagement any protected person, or seek to
persuade, induce or encourage any protected person to discontinue employment or engagement with the
Company or its Subsidiaries, or recommend to any protected person any employment or engagement
other than with the Company or its Subsidiaries, (iv) accept services of any sort (whether for
compensation or otherwise) from any protected person, or (v) participate with any other person or
entity in any of the foregoing activities. Any individual or entity to which Executive provides
services (as an employee, director, consultant, advisor or otherwise) or in which Executive is a
shareholder, member, partner, joint venturer or investor, excluding interests in the common stock
of any publicly traded corporation of one percent (1%) or less), and any individual or entity that
is affiliated with any such individual or entity, shall, for



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purposes of the preceding sentence, be irrebuttably presumed to have acted at the direction of
Executive with respect to any “protected person” who worked with Executive at any time during the
six months prior to termination of the Employment Period. A “protected person” is a person who at
the time of termination of the Employment Period, or within six (6) months prior thereto, is or was
employed by the Company or any of its Subsidiaries either in a position of Assistant Vice President
or higher, or in a salaried position in any merchandising group. As to (I) each “protected person”
to whom the foregoing applies, (II) each subcategory of “protected person,” as defined above, (III)
each limitation on (A) employment or other engagement, (B) solicitation and (C) unsolicited
acceptance of services, of each “protected person” and (IV) each month of the period during which
the provisions of this subsection (a) apply to each of the foregoing, the provisions set forth in
this subsection (a) shall be deemed to be separate and independent agreements. In the event of
unenforceability of any one or more such agreement(s), such unenforceable agreement(s) shall be
deemed automatically reformed in order to allow for the greatest degree of enforceability
authorized by law or, if no such reformation is possible, deleted from the provisions hereof
entirely, and such reformation or deletion shall not affect the enforceability of any other
provision of this subsection (a) or any other term of this Agreement.



     (b) During the course of her employment, Executive will have learned vital trade secrets of
the Company and its Subsidiaries and will have access to confidential and proprietary information
and business plans of the Company and its Subsidiaries. Therefore, during the Employment Period
and for a period of eighteen (18) months thereafter (the “Noncompetition Period”), Executive will
not, directly or indirectly, be a shareholder, member, partner, joint venturer or investor
(disregarding in this connection passive ownership for investment purposes of common stock
representing one percent (1%) or less of the voting power or value of any publicly traded
corporation) in, serve as a director or manager of, be engaged in any employment, consulting, or
fees-for-services relationship or arrangement with, or advise with respect to the organization or
conduct of, or any investment in, any “competitive business” as hereinafter defined or any Person
that engages in any “competitive business” as hereinafter defined, nor shall Executive undertake
any planning to engage in any such activities. The term “competitive business” (i) shall mean any
business (however organized or conducted) that competes with a business in which the Company or any
of its Subsidiaries was engaged, or in which the Company or any Subsidiary was planning to engage,
at any time during the 12-month period immediately preceding the date on which the Employment
Period ends, and (ii) shall conclusively be presumed to include, but shall not be limited to, (A)
any business specified in Part I of Exhibit D to this Agreement, and (B) any other off-price,
promotional, or warehouse-club-type retail business, however organized or conducted, that sells
apparel, footwear, home fashions, home furnishings, jewelry, accessories, or any other category of
merchandise sold by the Company or any of its Subsidiaries at the termination of the Employment
Period. For purposes of this subsection (b), a “Person” means an individual, a corporation, a
limited liability company, an association, a partnership, an estate, a trust and any other entity
or organization, other than the Company or its Subsidiaries, and reference to any Person (the
“first Person”) shall be deemed to include any other Person that controls, is controlled by or is
under common control with the first Person. Notwithstanding the foregoing, Executive will not be
deemed to have violated the provisions of this Section 8(b) merely by reason of serving as a
director on the board of directors of a company listed in Part II of Exhibit D or merely by reason
of being engaged, after the first anniversary of the Date of Termination, in an employment,
consulting or other fees-for-services arrangement with an entity that manages a private equity,
venture capital or



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leveraged buyout fund that in turn invests in one or more businesses deemed competitors of the
Company and its Subsidiaries under this Section 8(b), provided that (I) such fund is not intended
to, and does not in fact, invest primarily in a “specified competitive business” with respect to
the Company as hereinafter defined, and (II) Executive demonstrates to the reasonable satisfaction
of the Company that her arrangement with such entity will not involve the provision of employment,
consulting or other services, directly or indirectly, to any “specified competitive business” with
respect to the Company or to the fund with respect to its investment or proposed investment in any
“specified competitive business” with respect to the Company and that she will not participate in
any meetings, discussions, or interactions in which any such business or any such proposed
investment is proposed or is likely to be discussed. For purposes of the foregoing, a business
shall be deemed a “specified competitive business” with respect to the Company if and only if (aa)
it shall be regarded as a competitor of the Company and its Subsidiaries by retailers generally, or
(bb) it shall be a business specified in Part I of Exhibit D to this Agreement, or (cc) it shall
operate an off-price apparel, off-price footwear, off-price jewelry, off-price accessories,
off-price home furnishings and/or off-price home fashions business, including any such business
that is store-based, catalogue-based, or an on-line, “e-commerce” or other off-price internet-based
business. If, at any time, pursuant to action of any court, administrative, arbitral or
governmental body or other tribunal, the operation of any part of this subsection shall be
determined to be unlawful or otherwise unenforceable, then the coverage of this subsection shall be
deemed to be reformed and restricted as to substantive reach, duration, geographic scope or
otherwise, as the case may be, to the extent, and only to the extent, necessary to make this
paragraph lawful and enforceable to the greatest extent possible in the particular jurisdiction in
which such determination is made.



     (c) Executive shall never use or disclose any confidential or proprietary information of the
Company or its Subsidiaries other than as required by applicable law or during the Employment
Period for the proper performance of Executive’s duties and responsibilities to the Company and its
Subsidiaries. This restriction shall continue to apply after Executive’s employment terminates,
regardless of the reason for such termination. All documents, records and files, in any media,
relating to the business, present or otherwise, of the Company and its Subsidiaries and any copies
(“Documents”), whether or not prepared by Executive, are the exclusive property of the Company and
its Subsidiaries. Executive must diligently safeguard all Documents, and must surrender to the
Company at such time or times as the Company may specify all Documents then in Executive’s
possession or control. In addition, upon termination of employment for any reason other than the
death of Executive, Executive shall immediately return all Documents, and shall execute a
certificate representing and warranting that she has returned all such Documents in Executive’s
possession or under her control.



     (d) If, during the Employment Period or at any time following termination of the Employment
Period, regardless of the reason for such termination, Executive breaches any provision of this
Section 8, the Company’s obligation, if any, to pay benefits under Section 5 hereof, including
without limitation any SERP benefits, shall forthwith cease and Executive shall immediately forfeit
and disgorge to the Company, with interest at the prime rate in effect at Bank of America, or its
successor, all of the following: (i) any benefits theretofore paid to Executive under Section 5,
including without limitation any SERP benefits; (ii) any unexercised stock options and stock
appreciation rights held by Executive; (iii) if any other stock-based award vested in connection
with termination of the Employment Period, whether occurring prior to,



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simultaneously with, or following such breach, or subsequent to such breach and prior to
termination of the Employment Period, the value of such stock-based award at time of vesting plus
any additional gain realized on a subsequent sale or disposition of the award or the underlying
stock; and (iv) in respect of each stock option or stock appreciation right exercised by Executive
within six (6) months prior to any such breach or subsequent thereto and prior to the forfeiture
and disgorgement required by this Section 8(d), the excess over the exercise price (or base value,
in the case of a stock appreciation right) of the greater of (A) the fair market value at time of
exercise of the shares of stock subject to the award, or (B) the number of shares of stock subject
to such award multiplied by the per-share proceeds of any sale of such stock by Executive.



     (e) Executive shall notify the Company immediately upon securing employment or becoming
self-employed at any time within the Noncompetition Period, and shall provide to the Company such
details concerning such employment or self-employment as it may reasonably request in order to
ensure compliance with the terms hereof.



     (f) Executive hereby advises the Company that Executive has carefully read and considered all
the terms and conditions of this Agreement, including the restraints imposed on Executive under
this Section 8, and agrees without reservation that each of the restraints contained herein is
necessary for the reasonable and proper protection of the good will, confidential information and
other legitimate business interests of the Company and its Subsidiaries, that each and every one of
those restraints is reasonable in respect to subject matter, length of time and geographic
area; and that these restraints will not prevent Executive from obtaining other suitable
employment during the period in which Executive is bound by them. Executive agrees that Executive
will never assert, or permit to be asserted on his/her behalf, in any forum, any position contrary
to the foregoing. Executive also acknowledges and agrees that, were Executive to breach any of the
provisions of this Section 8, the harm to the Company and its Subsidiaries would be irreparable.
Executive therefore agrees that, in the event of such a breach or threatened breach, the Company
shall, in addition to any other remedies available to it, have the right to obtain preliminary and
permanent injunctive relief against any such breach or threatened breach without having to post
bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with
enforcing its rights hereunder. Executive further agrees that, in the event that any provision of
this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by
reason of its being extended over too great a time, too large a geographic area or too great a
range of activities, such provision shall be deemed to be modified to permit its enforcement to the
maximum extent permitted by law. Finally, Executive agrees that the Noncompetition Period and the
Nonsolicitation Period shall be tolled, and shall not run, during any period of time in which
Executive is in violation of any of the terms of this Section 8, in order that the Company shall
have the agreed-upon temporal protection recited herein.



     (g) Executive agrees that if any of the restrictions in this Section 8 is held to be void or
ineffective for any reason but would be held to be valid and effective if part of its wording were
deleted, that restriction shall apply with such deletions as may be necessary to make it valid and
effective. Executive further agrees that the restrictions contained in each subsection of this
Section 8 shall be construed as separate and individual restrictions and shall each be capable of
being severed without prejudice to the other restrictions or to the remaining provisions.



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     (h) Executive expressly consents to be bound by the provisions of this Agreement for the
benefit of the Company and its Subsidiaries, and any successor or permitted assign to whose employ
Executive may be transferred, without the necessity that this Agreement be re-signed at the time of
such transfer. Executive further agrees that no changes in the nature or scope of her employment
with the Company will operate to extinguish the terms and conditions set forth in Section 8, or
otherwise require the parties to re-sign this Agreement



     (i) The provisions of this Section 8 shall survive the termination of the Employment Period
and the termination of this Agreement, regardless of the reason or reasons therefor, and shall be
binding on Executive regardless of any breach by the Company of any other provision of this
Agreement.



     9.      ASSIGNMENT. The rights and obligations of the Company shall enure to the benefit of and
shall be binding upon the successors and assigns of the Company. The rights and obligations of
Executive are not assignable except only that stock issuable, awards and payments payable to her
after her death shall be made to her estate except as otherwise provided by the applicable plan or
award documentation, if any.



     10.     NOTICES. All notices and other communications required hereunder shall be in writing and
shall be given by mailing the same by certified or registered mail, return receipt requested,
postage prepaid. If sent to the Company the same shall be mailed to the Company at 770 Cochituate
Road, Framingham, Massachusetts 01701, Attention: Chairman of the Executive Compensation
Committee, or other such address as the Company may hereafter designate by notice to Executive; and
if sent to Executive, the same shall be mailed to Executive at her address as set forth in the
records of the Company or at such other address as Executive may hereafter designate by notice to
the Company.



     11.     CERTAIN EXPENSES. The Company shall bear the reasonable fees and costs of Executive’s
legal and financial advisors (not to exceed $11,000 in the aggregate) incurred in negotiating this
Agreement.



     12.     WITHHOLDING; CERTAIN TAX MATTERS. Anything to the contrary notwithstanding, (a) all
payments required to be made by the Company hereunder to Executive shall be subject to the
withholding of such amounts, if any, relating to tax and other payroll deductions as the Company
may reasonably determine it should withhold pursuant to any applicable law or regulation, and (b)
to the extent any payment hereunder shall be required to be delayed until six months following
separation from service to comply with the “specified employee” rules of Section 409A it shall be
so delayed (but not more than is required to comply with such rules). The parties hereto
acknowledge that in addition to any delay required under Section 12(b), it may be desirable, in
view of regulations or other guidance issued under Section 409A, to amend provisions of this
Agreement to avoid the acceleration of tax or the imposition of additional tax under Section 409A
of the Code and that the Company will not unreasonably withhold its consent to any such amendments
which in its determination are (i) feasible and necessary to avoid adverse tax consequences under
Section 409A for Executive, and (ii) not adverse to the interests of the Company.



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     13.     GOVERNING LAW. This Agreement and the rights and obligations of the parties hereunder
shall be governed by the laws of the Commonwealth of Massachusetts.



     14.     ARBITRATION. In the event that there is any claim or dispute arising out of or relating
to this Agreement, or the breach thereof, and the parties hereto shall not have resolved such claim
or dispute within sixty (60) days after written notice from one party to the other setting forth
the nature of such claim or dispute, then such claim or dispute shall be settled exclusively by
binding arbitration in Boston, Massachusetts in accordance with the Rules Governing Resolutions of
Employment Disputes of the American Arbitration Association by an arbitrator mutually agreed upon
by the parties hereto or, in the absence of such agreement, by an arbitrator selected according to
such Rules. Notwithstanding the foregoing, if either the Company or Executive shall request, such
arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one
selected by Executive and the third selected by agreement of the first two, or, in the absence of
such agreement, in accordance with such Rules. Judgment upon the award rendered by such
arbitrator(s) shall be entered in any Court having jurisdiction thereof upon the application of
either party.



     15.     ENTIRE AGREEMENT. This Agreement, including Exhibits, represents the entire agreement
between the parties relating to the terms of Executive’s employment by the Company and supersedes
all prior written or oral agreements between them except to the extent provided herein.



	 	 	 	 	 
	 	 	 
	 	  	                               /s/ Carol Meyrowitz
 	 
	 	 	Executive 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	THE TJX COMPANIES, INC.

 

 	 
	 	By:  	/s/ Bernard Cammarata
 	 
	 	 	 	 
	 	 	 	 



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EXHIBIT A




Certain Definitions





     (a) “Base Salary” means, for any period, the amount described in Section 3(a).



     (b) “Board” means the Board of Directors of the Company.



     (c) “Cause” means dishonesty by Executive in the performance of her duties, conviction of a
felony (other than a conviction arising solely under a statutory provision imposing criminal
liability upon Executive on a per se basis due to the Company offices held by Executive, so long as
any act or omission of Executive with respect to such matter was not taken or omitted in
contravention of any applicable policy or directive of the Board), gross neglect of duties (other
than as a result of Incapacity, Disability or death), or conflict of interest which conflict shall
continue for thirty (30) days after the Company gives written notice to Executive requesting the
cessation of such conflict.



     In respect of any termination during a Standstill Period, Executive shall not be deemed to
have been terminated for Cause until the later to occur of (i) the 30th day after notice of
termination is given and (ii) the delivery to Executive of a copy of a resolution duly adopted by
the affirmative vote of not less than a majority of the Company’s directors at a meeting called and
held for that purpose (after reasonable notice to Executive), and at which Executive together with
her counsel was given an opportunity to be heard, finding that Executive was guilty of conduct
described in the definition of “Cause” above, and specifying the particulars thereof in detail;
provided, however, that the Company may suspend Executive and withhold payment of her Base Salary
from the date that notice of termination is given until the earliest to occur of (A) termination of
Executive for Cause effected in accordance with the foregoing procedures (in which case Executive
shall not be entitled to her Base Salary for such period), (B) a determination by a majority of the
Company’s directors that Executive was not guilty of the conduct described in the definition of
“Cause” effected in accordance with the foregoing procedures (in which case Executive shall be
reinstated and paid any of her previously unpaid Base Salary for such period), or (C) ninety (90)
days after notice of termination is given (in which case Executive shall then be reinstated and
paid any of her previously unpaid Base Salary for such period). If Base Salary is withheld and
then paid pursuant to clause (B) or (C) of the preceding sentence, the amount thereof shall be
accompanied by simple interest, calculated on a daily basis, at a rate per annum equal to the prime
or base lending rate, as in effect at the time, of the Company’s principal commercial bank.



     (d) “Change of Control” has the meaning given it in Exhibit B.



     (e) “Change of Control Termination” means the termination of Executive’s employment during a
Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or
(3) by reason of death, Incapacity or Disability.



     For purposes of this definition, termination for “good reason” shall mean the voluntary
termination by Executive of her employment (A) within one hundred and twenty (120) days after the
occurrence without Executive’s express written consent of any
one of the events described in clauses (I), (II), (III), (IV), (V) or (VI) below, provided, that Executive gives notice to
the



A-1









 






Company at least thirty (30) days in advance requesting that the pertinent situation described
therein be remedied, and the situation remains unremedied upon expiration of such 30-day period;
(B) within one hundred and twenty (120) days after the occurrence without Executive’s express
written consent of the event described in clause (VII), provided, that Executive gives notice to
the Company at least thirty (30) days in advance of her intent to terminate her employment in
respect of such event; or (C) under the circumstances described in clause (VIII) below, provided,
that Executive gives notice to the Company at least thirty (30) days in advance:




	 	(I)	 	the assignment to her of any duties inconsistent with her
positions, duties, responsibilities, and status with the Company immediately
prior to the Change of Control, or any removal of Executive from or any failure
to reelect her to such positions, except in connection with the termination of
Executive’s employment by the Company for Cause or by Executive other than for
good reason, or any other action by the Company which results in a diminishment
in such position, authority, duties or responsibilities, other than an
insubstantial and inadvertent action which is remedied by the Company promptly
after receipt of notice thereof given by Executive; or






	 	(II)	 	if Executive’s rate of Base Salary for any fiscal year is less
than 100% of the rate of Base Salary paid to Executive in the completed fiscal
year immediately preceding the Change of Control or if Executive’s total cash
compensation opportunities, including salary and incentives, for any fiscal
year are less than 100% of the total cash compensation opportunities made
available to Executive in the completed fiscal year immediately preceding the
Change of Control; or






	 	(III)	 	the failure of the Company to continue in effect any benefits
or perquisites, or any pension, life insurance, medical insurance or disability
plan in which Executive was participating immediately prior to the Change of
Control unless the Company provides Executive with a plan or plans that provide
substantially similar benefits, or the taking of any action by the Company that
would adversely affect Executive’s participation in or materially reduce
Executive’s benefits under any of such plans or deprive Executive of any
material fringe benefit enjoyed by Executive immediately prior to the Change of
Control; or






	 	(IV)	 	any purported termination of Executive’s employment by the
Company for Cause during a Standstill Period which is not effected in
compliance with paragraph (d) above; or






	 	(V)	 	any relocation of Executive of more than forty (40) miles from
the place where Executive was located at the time of the Change of Control; or






	 	(VI)	 	any other breach by the Company of any provision of this
Agreement; or






	 	(VII)	 	the Company sells or otherwise disposes of, in one transaction
or a series of related transactions, assets or earning power aggregating more
than





A-2









 





	 	 	 	30% of the assets (taken at asset value as stated on the books of the
Company determined in accordance with generally accepted accounting principles
consistently applied) or earning power of the Company (on an individual basis)
or the Company and its Subsidiaries (on a consolidated basis) to any other
Person or Persons (as those terms are defined in Exhibit B); or






	 	(VIII)	 	the voluntary termination by Executive of her employment at any time within
one year after the Change of Control. Notwithstanding the foregoing, the Board
may expressly waive the application of this clause (VIII) if it waives the
applicability of substantially similar provisions with respect to all persons
with whom the Company has a written severance agreement (or may condition its
application on any additional requirements or employee agreements which the
Board shall in its discretion deem appropriate in the circumstances). The
determination of whether to waive or impose conditions on the application of
this clause (VIII) shall be within the complete discretion of the Board but
shall be made prior to the Change of Control.





     (f) “Code” means the Internal Revenue Code of 1986, as amended.



     (g) “Committee” means the Executive Compensation Committee of the Board.



     (h) “Date of Termination” means the date on which Executive’s employment terminates.



     (i) “Disabled"/“Disability” has the meaning given it in the Company’s long-term disability
plan. Executive’s employment shall be deemed to be terminated for Disability on the date on which
Executive is entitled to receive long-term disability compensation pursuant to such long-term
disability plan.



     (j) “End Date” has the meaning set forth in Section 1 of the Agreement.



     (k) “ESP” means the Company’s Executive Savings Plan.



     (l) “GDCP” means the Company’s General Deferred Compensation Plan, or, if the General
Deferred Compensation Plan is no longer maintained by the Company, a nonqualified deferred
compensation plan (other than the ESP) or arrangement the terms of which are not less favorable to
Executive than the terms of the General Deferred Compensation Plan as in effect on the Effective
Date.



     (m) “Incapacity” means a disability (other than Disability within the meaning of (i) above)
or other impairment of health that renders Executive unable to perform her duties (either with or
without reasonable accommodation) to the reasonable satisfaction of the Committee.



     (n) “LRPIP” has the meaning set forth in Section 3(b) of the Agreement.



     (o) “MIP” has the meaning set forth in Section 3(b) of the Agreement.



A-3









 





     (p) “Section 409A” means Section 409A of the Code.



     (q) “SERP” means the Company’s Supplemental Executive Retirement Plan.



     (r) “Standstill Period” means the period commencing on the date of a Change of Control and
continuing until the close of business on the earlier of the day immediately preceding the End Date
or the last business day of the 24th calendar month following such Change of Control.



     (s) “Stock” means the common stock, $1.00 par value, of the Company.



     (t) “Stock Incentive Plan” has the meaning set forth in Section 3(b) of the Agreement.



     (u) “Subsidiary” means any corporation in which the Company owns, directly or indirectly, 50% or
more of the total combined voting power of all classes of stock.



A-4









 





EXHIBIT B




Definition of “Change of Control”




     “Change of Control” shall mean the occurrence of any one of the following events:



     (a) there occurs a change of control of the Company of a nature that would be required to be
reported in response to Item 5.01 of the Current Report on Form 8-K (as amended in 2004) pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) or in any other
filing under the Exchange Act; provided, however, that no transaction shall be deemed to be a
Change of Control (i) if the person or each member of a group of persons acquiring control is
excluded from the definition of the term “Person” hereunder or (ii) unless the Committee shall
otherwise determine prior to such occurrence, if Executive or an Executive Related Party is the
Person or a member of a group constituting the Person acquiring control; or



     (b) any Person other than the Company, any wholly-owned subsidiary of the Company, or any
employee benefit plan of the Company or such a subsidiary becomes the owner of 20% or more of the
Company’s Common Stock and thereafter individuals who were not directors of the Company prior to
the date such Person became a 20% owner are elected as directors pursuant to an arrangement or
understanding with, or upon the request of or nomination by, such Person and constitute at least
1/4 of the Company’s Board of Directors; provided, however, that unless the Committee shall
otherwise determine prior to the acquisition of such 20% ownership, such acquisition of ownership
shall not constitute a Change of Control if Executive or an Executive Related Party is the Person
or a member of a group constituting the Person acquiring such ownership; or



     (c) there occurs any solicitation or series of solicitations of proxies by or on behalf of
any Person other than the Company’s Board of Directors and thereafter individuals who were not
directors of the Company prior to the commencement of such solicitation or series of solicitations
are elected as directors pursuant to an arrangement or understanding with, or upon the request of
or nomination by, such Person and constitute at least 1/4 of the Company’s Board of Directors; or



     (d) the Company executes an agreement of acquisition, merger or consolidation which
contemplates that (i) after the effective date provided for in the agreement, all or substantially
all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by
another Person and (ii) individuals who are directors of the Company when such agreement is
executed shall not constitute a majority of the board of directors of the survivor or successor
entity immediately after the effective date provided for in such agreement; provided, however, that
unless otherwise determined by the Committee, no transaction shall constitute a Change of Control
if, immediately after such transaction, Executive or any Executive Related Party shall own equity
securities of any surviving corporation (“Surviving Entity”) having a fair value as a percentage of
the fair value of the equity securities of such Surviving Entity greater than 125% of the fair
value of the equity securities of the Company owned by Executive and any Executive Related Party
immediately prior to such transaction, expressed as a percentage of the fair value of all equity
securities of the Company immediately prior to such transaction (for purposes of this paragraph
ownership of equity securities shall be determined in the same manner as



B-1









 







ownership of Common Stock); and provided, further, that, for purposes of this paragraph (d),
if such agreement requires as a condition precedent approval by the Company’s shareholders of the
agreement or transaction, a Change of Control shall not be deemed to have taken place unless and
until such approval is secured (but upon any such approval, a Change of Control shall be deemed to
have occurred on the date of execution of such agreement).



     In addition, for purposes of this Exhibit B the following terms have the meanings set forth
below:



     “Common Stock” shall mean the then outstanding Common Stock of the Company plus, for purposes
of determining the stock ownership of any Person, the number of unissued shares of Common Stock
which such Person has the right to acquire (whether such right is exercisable immediately or only
after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or
options or otherwise. Notwithstanding the foregoing, the term Common Stock shall not include
shares of Preferred Stock or convertible debt or options or warrants to acquire shares of Common
Stock (including any shares of Common Stock issued or issuable upon the conversion or exercise
thereof) to the extent that the Board of Directors of the Company shall expressly so determine in
any future transaction or transactions.



     A Person shall be deemed to be the “owner” of any Common Stock:




     (i) of which such Person would be the “beneficial owner,” as such term is defined in
Rule 13d-3 promulgated by the Securities and Exchange Commission (the “Commission”) under
the Exchange Act, as in effect on March 1, 1989; or




     (ii) of which such Person would be the “beneficial owner” for purposes of Section 16
of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on
March 1, 1989; or




     (iii) which such Person or any of its affiliates or associates (as such terms are
defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on
March 1, 1989), has the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.



     “Person” shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on
March 1, 1989.



     An “Executive Related Party” shall mean any affiliate or associate of Executive other than the
Company or a majority-owned subsidiary of the Company. The terms “affiliate” and “associate” shall
have the meanings ascribed thereto in Rule 12b-2 under the Exchange Act (the term “registrant” in
the definition of “associate” meaning, in this case, the Company).



B-2









 





EXHIBIT C




Change of Control Benefits




     C.1. Benefits Upon a Change of Control Termination.



     (a) The Company shall pay the following to Executive in a lump sum, within thirty (30) days
following a Change of Control Termination or on such delayed basis as may be necessary to comply
with Section 409A:




     (i) an amount equal to (A) two times her Base Salary for one year at the rate in
effect immediately prior to the Date of Termination or the Change of Control, whichever is
higher, plus (B) the accrued and unpaid portion of her Base Salary through the Date of
Termination, subject to the following. If Executive is eligible for long-term disability
compensation benefits under the Company’s long-term disability plan, the amount payable
under (A) shall be reduced by the annual long-term disability compensation benefit for which
Executive is eligible under such plan for the two-year period over which the amount payable
under (A) is measured. If for any period Executive receives long-term disability
compensation payments under a long-term disability plan of the Company as well as payments
under the first sentence of this subsection (a), and if the sum of such payments (the
“combined Change of Control/disability benefit”) exceeds the payment for such period to
which Executive is entitled under the first sentence of this subsection (a) (determined
without regard to the second sentence of this subsection (a)), she shall promptly pay such
excess in reimbursement to the Company; provided, that in no event shall application of this
sentence result in reduction of Executive’s combined Change of Control/disability benefit
below the level of long-term disability compensation payments to which Executive is entitled
under the long-term disability plan or plans of the Company




     (ii) in lieu of any other benefits under SERP, an amount equal to the present value of
the payments that Executive would have been entitled to receive under SERP as a Category B
or C participant, whichever is greater, applying the following rules and assumptions:




     (A) the monthly benefit under SERP determined using the foregoing criteria
shall be multiplied by twelve (12) to determine an annual benefit; and




     (B) the present value of such annual benefit shall be determined by
multiplying the result in (A) by the appropriate actuarial factor, using the most
recently published interest and mortality rates published by the Pension Benefit
Guaranty Corporation which are effective for plan terminations occurring on the Date
of Termination, using Executive’s age to the nearest year determined as of that
date. If, as of the Date of Termination, Executive has previously satisfied the
eligibility requirements for Early Retirement under The TJX Companies, Inc.
Retirement Plan, then the appropriate factor shall be that based on the most
recently published “PBGC Actuarial Value of $1.00 Per Year Deferred to Age 60 and
Payable for Life Thereafter — Healthy Lives,” except that if Executive’s age



C-1









 







to the nearest year is more than sixty (60), then such higher age shall be
substituted for sixty (60). If, as of the Date of Termination, Executive has not
satisfied the eligibility requirements for Early Retirement under The TJX Companies,
Inc. Retirement Plan, then the appropriate factor shall be based on the most
recently published “PBGC Actuarial Value of $1.00 Per Year Deferred To Age 65 And
Payable For Life Thereafter — Healthy Lives.”




     (C) the benefit determined under (B) above shall be reduced by the value of
any portion of Executive’s SERP benefit already paid or provided to her in cash or
through the transfer of an annuity contract.



     (b) Until the second anniversary of the Date of Termination, the Company shall maintain in
full force and effect for the continued benefit of Executive and her family all life insurance and
medical insurance plans and programs in which Executive was entitled to participate immediately
prior to the Change of Control, provided, that Executive’s continued participation is possible
under the general terms and provisions of such plans and programs. In the event that Executive is
ineligible to participate in such plans or programs, the Company shall arrange upon comparable
terms to provide Executive with benefits substantially similar to those which she is entitled to
receive under such plans and programs. Notwithstanding the foregoing, the Company’s obligations
hereunder with respect to life or medical coverage or benefits shall be deemed satisfied to the
extent (but only to the extent) of any such coverage or benefits provided by another employer.



     (c) For a period of two years after the Date of Termination, the Company shall continue to
provide to Executive an automobile allowance on the same basis as it was providing such allowance
immediately prior to the Change of Control (or immediately prior to the Date of Termination if
greater).



     C.2. Incentive Benefits Upon a Change of Control. Within thirty (30) days following
a Change of Control, whether or not Executive’s employment has terminated or been terminated, the
Company shall pay to Executive, in a lump sum, the sum of (i) and (ii), where:




     (i) is the sum of (A) the “Target Award” under the Company’s Management Incentive Plan
or any other annual incentive plan which is applicable to Executive for the fiscal year in
which the Change of Control occurs, plus (B) an amount equal to such Target Award prorated
for the period of active employment during such fiscal year through the Change of Control;
and




     (ii) the sum of (A) for Performance Cycles not completed prior to the Change of
Control, an amount with respect to each such cycle equal to the maximum Award under LRPIP
specified for Executive for such cycle, plus (B) any unpaid amounts owing with respect to
cycles completed prior to the Change of Control.



     C.3. Gross-Up Payment. Payments under Section C.1. and Section C.2. of this Exhibit
shall be made without regard to whether the deductibility of such payments (or any other payments
or benefits to or for the benefit of Executive) would be limited or precluded by Section 280G of
the Code (“Section 280G”) and without regard to whether such payments (or any other



C-2









 







payments or benefits) would subject Executive to the federal excise tax levied on certain
“excess parachute payments” under Section 4999 of the Code (the “Excise Tax”). If any portion of
the payments or benefits to or for the benefit of Executive (including, but not limited to,
payments and benefits under this Agreement but determined without regard to this paragraph)
constitutes an “excess parachute payment” within the meaning of Section 280G (the aggregate of such
payments being hereinafter referred to as the “Excess Parachute Payments”), the Company shall
promptly pay to Executive an additional amount (the “gross-up payment”) that after reduction for
all taxes (including but not limited to the Excise Tax) with respect to such gross-up payment
equals the Excise Tax with respect to the Excess Parachute Payments; provided, that to the extent
any gross-up payment would be considered “deferred compensation” for purposes of Section 409A of
the Code, the manner and time of payment, and the provisions of this Section C.3, shall be adjusted
to the extent necessary (but only to the extent necessary) to comply with the requirements of
Section 409A with respect to such payment so that the payment does not give rise to the interest or
additional tax amounts described at Section 409A(a)(1)(B) or Section 409A(b)(4) of the Code (the
“Section 409A penalties”); and further provided, that if, notwithstanding the immediately preceding
proviso, the gross-up payment cannot be made to conform to the requirements of Section 409A of the
Code, the amount of the gross-up payment shall be determined without regard to any gross-up for the
Section 409A penalties. The determination as to whether Executive’s payments and benefits include
Excess Parachute Payments and, if so, the amount of such payments, the amount of any Excise Tax
owed with respect thereto, and the amount of any gross-up payment shall be made at the Company’s
expense by PricewaterhouseCoopers LLP or by such other certified public accounting firm as the
Committee may designate prior to a Change of Control (the “accounting firm”). Notwithstanding the
foregoing, if the Internal Revenue Service shall assert an Excise Tax liability that is higher than
the Excise Tax (if any) determined by the accounting firm, the Company shall promptly augment the
gross-up payment to address such higher Excise Tax liability.



     C.4. Other Benefits. In addition to the amounts described in Sections C.1. and C.2.,
and C.3., Executive or her legal representative shall be entitled to her Stock Incentive Plan
benefits, if any, under Section 3(b) (Existing Awards) and Section 3(c) (New Stock Awards), and to
the payment of her vested benefits under the plans described in Section 3(f) (Qualified Plans;
Other Deferred Compensation Plans).



     C.5. Noncompetition; No Mitigation of Damages; etc.



     (a) Noncompetition. Upon a Change of Control, any agreement by Executive not to
engage in competition with the Company subsequent to the termination of her employment, whether
contained in an employment agreement or other agreement, shall no longer be effective.



     (b) No Duty to Mitigate Damages. Executive’s benefits under this Exhibit C shall be
considered severance pay in consideration of her past service and her continued service from the
date of this Agreement, and her entitlement thereto shall neither be governed by any duty to
mitigate her damages by seeking further employment nor offset by any compensation which she may
receive from future employment.



C-3









 





     (c) Legal Fees and Expenses. The Company shall pay all legal fees and expenses,
including but not limited to counsel fees, stenographer fees, printing costs, etc. reasonably
incurred by Executive in contesting or disputing that the termination of her employment during a
Standstill Period is for Cause or other than for good reason (as defined in the definition of
Change of Control Termination) or obtaining any right or benefit to which Executive is entitled
under this Agreement following a Change of Control. Any amount payable under this Agreement that
is not paid when due shall accrue interest at the prime rate as from time to time in effect at Bank
of America, or its successor, until paid in full.



     (d) Notice of Termination. During a Standstill Period, Executive’s employment may be
terminated by the Company only upon thirty (30) days’ written notice to Executive.



C-4