THE TJX COMPANIES, INC.
LONG RANGE PERFORMANCE INCENTIVE PLAN
(as amended through January 30, 1994)
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. 1986 Stock Incentive Plan
Since shares of Common Stock of the Company ("Common Stock")
may be issued under this Plan, this Plan shall be subject to
the terms of the Company's 1986 Stock Incentive Plan
("Incentive Plan") and any shares so issued shall be issued
under the Incentive Plan.
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") or until termination of the Incentive Plan, if
earlier.
4. Plan Administration
The Plan shall be administered by the same Committee that
administers the Incentive 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
Incentive 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
Incentive Plan shall be eligible to receive awards under the
Plan.
At the commencement of each three-year performance cycle
(the "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.
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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 1993-
1995 and 1994-1996, the Committee shall specify a minimum
(which shall be 50% irrespective of any attainment of
Performance Goals) and a maximum (not to exceed 150%) of the
Award which may be earned. 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. Fifty percent of the Award payment
shall be paid in cash and the remaining 50% shall be paid in
an equivalent value of Common Stock, cash or any combination
thereof as the Committee in its sole discretion shall
determine. For this purpose, the value of Common Stock
shall be the closing price, regular way, on the New York
Stock Exchange on the trading day preceding the date of the
Committee meeting at which Award payments for the applicable
Performance Cycle are determined.
A participant shall have the right to defer the receipt of
any cash payment of any Award in accordance with the
provisions of the Company's General Deferred Compensation
Plan. The provisions of the Company's General Deferred
Compensation Plan notwithstanding, upon the request of a
Participant, The Committee, in its sole discretion, may (i)
modify any election by a Participant as aforesaid or (ii) in
the absence of such an election, change the scheduled time
for payment.
7. 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 Incentive Plan),
(iii) normal retirement under a retirement plan of the
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Company, or earlier retirement after age 55 with the
consent 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 7
shall not apply to the extent the rights of a Participant in
such circumstances are governed by another agreement.
8. 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.
9. Change of Control; Mergers, etc.
a. In the event the Company undergoes a Change of Control
as defined in the Incentive 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 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
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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.
10. 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.
11. 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.
12. 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.
13. Awards to Certain Officers
The provisions of this Section 13 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)(3) of the Internal Revenue
Code 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
divisional pre-tax earnings (excluding inventory
capitalization costs) of one or more divisions, which may be
weighted by division, determined in accordance with GAAP
consistently applied; (b) the specific Performance Goals
established by the Committee with respect to any Award shall
be subject to mandatory adjustment for any change in law
(including tax laws and statutory rates), regulations and
interpretations occurring after the grant date affecting
such divisional pre-tax earnings by more than one (1%)
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percent; (c) the maximum amount payable under any Plan
Award to any such individual shall be $1,300,000; and (d) 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 shall be deemed inapplicable to the
extent (but only to the extent) the retention of such
discretion by such person would be deemed inconsistent with
qualification of the Award as performance-based within the
meaning of Section 162(m)(4)(C) of the Internal Revenue
Code."
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