Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 27, 2018, The TJX Companies, Inc. (“TJX”) established a new plan, the TJX Executive Severance Plan (the “Plan”), and certain of our executives, including Ernie Herrman, Chief Executive Officer and President, Scott Goldenberg, Senior Executive Vice President, Chief Financial Officer, Carol Meyrowitz, Executive Chairman, and Richard Sherr, Senior Executive Vice President, Group President, entered into participation agreements under the Plan. For each participating executive, the Plan provides for payments and benefits upon a termination of employment covered under the Plan (other than in connection with a change of control of TJX) and includes restrictive covenants and other conditions, in each case generally based on the same payments, benefits, restrictive covenants, and conditions that previously applied to the executive under his or her existing employment agreement with TJX. For purposes of the Plan, in general, involuntary termination benefits would be provided upon a termination by the company without cause (as defined in the executive’s employment agreement), a voluntary termination in connection with a forced relocation, termination of employment by reason of death or disability, termination of employment at the end of the term of the executive’s employment agreement with TJX unless TJX makes an offer of continued service in a comparable position, and, for Ms. Meyrowitz, her voluntary termination in connection with an involuntary removal or failure to be nominated or reelected to the Board or as Chairman of the Board. The Plan does not have a finite duration, and the terms of the Plan apply to severance and all other benefits that are conditioned upon compliance with the Plan’s restrictive covenant provisions. The Plan does not provide forchange-of-control benefits.
TJX’s existing employment agreements with Mr. Herrman, Mr. Goldenberg, Ms. Meyrowitz, and Mr. Sherr were amended solely to remove the involuntary termination benefits and noncompetition obligations that are now provided for in the Plan and otherwise remain in effect.
