1988 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
First Amendment
This Agreement dated June 8, 1993 amends the employment
agreement between The TJX Companies, Inc. (the "Employer") and
Stanley H. Feldberg (the "Employee").
RECITALS
The Employer (including its predecessor Zayre Corp.) and the
Employee are parties to an employment agreement originally dated
February 1, 1977, which agreement was last amended and restated
as of April 26, 1988 (as so amended and restated, the "Employment
Agreement").
The Employer and the Employee desire further to amend the
Employment Agreement to reflect changes in the Employer's
Supplemental Executive Retirement Plan ("SERP"), to update
certain cross-references, and to make certain other changes.
AGREEMENT
The Employer and the Employee agree that the Employment
Agreement is hereby amended as follows, effective as of the date
of this Agreement (except that the amendment made by paragraph 1
below shall be effective as if contained in the April 26, 1988
amended and restated Employment Agreement):
1. The first paragraph of Section 1 of the Employment
Agreement is amended to read in its entirety as follows:
From and after the date of this Agreement until
death or permanent disability, the Employee shall
render such services, if any, as shall be mutually
agreed upon by the Employee and the Employer. During
such period of limited employment or retirement the
Employee shall receive remuneration hereunder at an
annual rate equal to the "Contract ERISA Maximum." For
each year or portion thereof which ends prior to
January 1, 1991 the Contract ERISA Maximum shall be
computed on January 1 of such year and shall be an
amount equal to $136,425 multiplied by a fraction, the
numerator of which is the Consumer Price Index for
Urban Wage Earners and Clerical Workers (revised,
1967=100) as published by the United States Department
of Labor as of September 30 of the preceding year and
the denominator of which is 279.1 (at September 1, 1981
this fraction was 279.1/279.1 or 1.0); provided,
however, that in no event shall the Contract ERISA
Maximum be reduced to an amount less than that in
effect immediately prior to such determination. For
each year or portion thereof which ends after December
31, 1990 the Contract ERISA Maximum shall be an amount
equal to the Contract ERISA Maximum as at December 31,
1990.
2. The second paragraph of Section 2.1 of the Employment
Agreement is amended by deleting the words "ZEBA Plan I" and
substituting therefor the words "Flex Plus".
3. Paragraphs (i) and (ii) of Section 2.2 of the
Employment Agreement are each amended by deleting the words "ZEBA
Plan I" and substituting therefor the words "Flex Plus".
4. Paragraphs (iii) and (iv) of Section 2.2 of the
Employment Agreement are each amended by deleting the words "the
Zayre Retired Associates Medical Program" and substituting
therefor the words "The TJX Companies, Inc. Retired Associates
Medical Program".
5. Paragraph 2.3 of the Employment Agreement is amended by
deleting the words "the Zayre Corp. Travel Accident Plan, the
Financial Counseling Program" and substituting therefor the words
"The TJX Companies, Inc. Travel Accident Plan, The TJX Companies,
Inc. Financial Counseling Program".
6. Paragraph 2.4 of the Employment Agreement is amended by
deleting the words "the programs ZEBA Plan I and Zayre Corp.
Travel Accident Plan" and substituting therefor the words "the
programs Flex Plus and The TJX Companies Travel Accident Plan".
7. Paragraph 2.4 of the Employment Agreement is further
amended by deleting the words "the Zayre Corp. "supra" life
insurance plan" and substituting therefor the words "The TJX
Companies, Inc.'s supra" life insurance plan".
8. Paragraph 3 of the Employment Agreement is amended by
adding at the end the following sentences:
If, prior to death, the Employee receives or
irrevocably elects to receive his SERP benefit in the
form of a lump sum payment, no amount shall be payable
under paragraph (b) above. If any balance of such lump
sum amount remains unpaid at the Employee's death, it
shall be paid to the Employee's estate or otherwise in
accordance with SERP.
9. The first paragraph of Section 4 of the Employment
Agreement is amended by deleting the words "the Zayre Corp.
Retirement Plan" wherever those words appear and substituting
therefor the words "The TJX Companies, Inc. Retirement Plan".
10. The first paragraph of Section 4 of the Employment
Agreement is further amended by deleting clauses (b) and (c)
thereof and substituting the following:
(b) the benefits payable to the Employee under The TJX
Companies, Inc. Retirement Plan, such benefits being
valued as a single life annuity regardless of the
actual form of payment under The TJX Companies, Inc.
Retirement Plan; and (c) the benefits payable to the
Employee under SERP, such benefits being valued as a
single life annuity regardless of the actual form of
payment under SERP (including any lump sum payment or
other settlement form).
11. Paragraph (ii) of Section 4 of the Employment Agreement
is amended to read in its entirety as follows:
(ii) Death payments under Section 3, if any, with Standard
Retirement Benefits calculated for this purpose on
actual payments, if any, made to the Employee's wife.
12. The last paragraph of Section 6 of the Employment
Agreement is amended by deleting the words "the Zayre Corp.
Retirement Plan" and substituting therefor the words "The TJX
Companies, Inc. Retirement Plan".
IN WITNESS WHEREOF, The TJX Companies, Inc. has caused this
Agreement to be executed by its duly authorized officer and the
Employee has hereunto set his hand, all as of the date first
above written.
/s/ Stanley H. Feldberg
Stanley H. Feldberg
THE TJX COMPANIES, INC.
By: /s/ Bernard Cammarata
Bernard Cammarata, President
and Chief Executive Officer