1
EXHIBIT 10.1
------------
(As amended through June 3, 1997.
Reflects 2 for 1 stock split effective June, 1997.)
THE TJX COMPANIES, INC.
1993 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this 1993 Stock Option Plan for Non-Employee Directors (the
"Plan") is to advance the interests of The TJX Companies, Inc. (the "Company")
by increasing the proprietary interest in the Company of non-employee members of
the Company's Board of Directors by providing a portion of their compensation in
options to acquire shares ("Shares") of the Company's common stock ("Common
Stock").
2. ADMINISTRATION
The Plan shall be administered by a committee (the "Committee") of the
Board of Directors (the "Board") of the Company designated by the Board for that
purpose. The Committee shall have authority, not inconsistent with the express
provisions of the Plan, (a) to administer the issuance of options granted in
accordance with the formula set forth in this Plan to such directors as are
eligible to receive options; (b) to prescribe the form or forms of instruments
evidencing options and any other instruments required under the Plan and to
change such forms from time to time; (c) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (d) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Committee shall be
conclusive and shall bind all parties. Transactions under this plan are intended
to comply with all applicable conditions of Rule 16b-3 or its successors under
Section 16 of the Securities Exchange Act of 1934 ("Rule 16b-3"). To the extent
any provision of the Plan or action by the Committee fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date approved by the shareholders of
the Company. No option shall be granted under the Plan after the day of the
annual meeting of stockholders held in 2002, but options previously granted may
extend beyond that date.
2
4. SHARES SUBJECT TO THE PLAN
(a) NUMBER OF SHARES. The maximum number of Shares that may be delivered
upon the exercise of options granted under the Plan shall be 100,000. If any
option granted under the Plan terminates without having been exercised in full,
the number of Shares as to which such option was not exercised shall be
available for future grants within the foregoing limit.
(b) SHARES TO BE DELIVERED. Shares delivered under the Plan shall be
authorized but unissued Shares or, if the Board so decides in its sole
discretion, previously issued Shares acquired by the Company and held in
treasury. No fractional Shares shall be delivered under the Plan.
(c) CHANGES IN STOCK; RESTRUCTURING, ETC. In the event of a stock dividend,
stock split or combination of shares, the number and kind of shares of stock or
securities of the Company subject to options then outstanding or subsequently
granted under the Plan, the maximum number of shares or securities that may be
delivered under the Plan, the exercise price, and other relevant provisions
shall be appropriately adjusted by the Committee. In the event of any other
recapitalization, reorganization, extraordinary dividend or distribution or
restructuring transaction affecting the Common Stock, the number of shares
issuable under this Plan shall be subject to such adjustment as the Committee
may deem appropriate, and the number of shares issuable pursuant to any option
theretofore granted (whether or not then exercisable) and/or the option price
per share of such option shall be subject to such adjustment as the Committee
may deem appropriate with a view toward preserving the value of such option.
5. ELIGIBILITY FOR OPTIONS
Directors eligible to receive options under the Plan ("Non-Employee
Directors") shall be those directors who are not present or former employees of
the Company or of any subsidiary of the Company.
6. TERMS AND CONDITIONS OF OPTIONS
(a) NUMBER OF OPTIONS (REFLECTS 2 FOR 1 STOCK SPLIT EFFECTIVE JUNE, 1997).
On June 8, 1993, each Non-Employee Director continuing in office and each
newly elected Non-Employee Director was awarded an option covering 2,000 Shares.
On the date of each subsequent annual meeting, each Non-Employee Director who
has served since at least the previous annual meeting and is continuing in
office shall be awarded an option covering 1,000 Shares and each newly elected
Non-Employee Director shall be awarded an option covering 2,000 Shares. For
purposes of this paragraph, each Non-Employee Director elected to office by the
Board since the then last annual meeting shall be treated as a newly elected
Non-Employee Director.
-2-
3
(b) EXERCISE PRICE. The exercise price of each option shall be 100% of the
fair market value per Share at the time the option is granted. In no event,
however, shall the option price be less, in the case of an original issue of
authorized stock, than par value per share. For purposes of this paragraph, the
fair market value of a Share on any date shall be the last sale price of a share
of Common Stock on such day as reflected in the New York Stock Exchange
Composite Transactions Index or, if there was no such reported price on such
day, the latest day prior thereto on which there was such a reported price.
(c) DURATION OF OPTIONS. The latest date on which an option may be
exercised (the "Final Exercise Date") shall be the date which is ten years from
the date the option was granted.
(d) EXERCISE OF OPTIONS.
(1) Each option shall become exercisable to the full extent of all Shares
covered thereby one year after the date of the grant.
(2) Any exercise of an option shall be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (i) any
documentation required by the Committee and (ii) payment in full for
the number of Shares for which the option is exercised.
(3) If tax withholding is required under applicable federal, state or
local tax laws, the Committee may withhold from the number of Shares
otherwise issuable to the individual upon exercise a number of Shares
with a fair market value equal to any federal, state or local
withholding tax requirements due upon the exercise of the option.
(4) If an option is exercised by the executor or administrator of a
deceased director, or by the person or persons to whom the option has
been transferred by the director's will or the applicable laws of
descent and distribution, the Company shall be under no obligation to
deliver Shares pursuant to such exercise until the Company is
satisfied as to the authority of the person or persons exercising the
option.
(e) PAYMENT FOR AND DELIVERY OF SHARES. Shares purchased under the Plan
shall be paid for as follows: (i) by certified or bank check or other instrument
or means acceptable to the Committee (in accordance with guidelines established
for this purpose), (ii) through the delivery of shares of Company common stock
(which, in the case of shares acquired from the Company, have been outstanding
for at least six months) having a fair market value on the last business day
preceding the date of exercise equal to the purchase price, (iii) by delivery of
an unconditional and irrevocable undertaking by a broker to deliver promptly to
the Company
-3-
4
sufficient funds to pay the exercise price or (iv) by any combination of the
permissible forms of payment.
An option holder shall not have the rights of a shareholder with regard to
awards under the Plan except as to Stock actually received by him or her under
the Plan.
The Company shall not be obligated to deliver any Shares (1) until, in the
opinion of the Company's counsel, all applicable federal, state and foreign laws
and regulations have been complied with, and (2) if the Company's common stock
outstanding is at the time listed on any stock exchange, until the Shares to be
delivered have been listed or authorized to be listed on such exchange upon
official notice of issuance, and (3) until all other legal matters in connection
with the issuance and delivery of such Shares have been approved by the
Company's counsel. If the sale of Stock has not been registered under the
Securities Act of 1933, as amended, the Company may require, as a condition to
exercise of the option, such representations or agreements as counsel for the
Company may consider appropriate to avoid violation of such Act and may require
that the certificates evidencing such Shares bear an appropriate legend
restricting transfer.
(f) NONTRANSFERABILITY OF OPTIONS. No option may be transferred other than
by will or by the laws of descent and distribution, and during a director's
lifetime an option may be exercised only by him or her.
(g) DEATH, RETIREMENT AND DISABILITY OF A DIRECTOR. Upon the death,
retirement from the Board after attaining age 65 with at least 10 years of
service as a director or after attaining age 70, 71 or 72 with 9, 8 or 7 years
of service, respectively, or disability (as determined by the Committee) of any
director granted options under this Plan, all options not then exercisable shall
terminate. All options held by the director that are exercisable immediately
prior to such event may be exercised by such director or by his or her executor
or administrator, or by the person or persons to whom the option is transferred
by will or the applicable laws of descent and distribution, at any time within
three years after such event. After completion of that three-year period, such
options shall terminate to the extent not previously exercised. Notwithstanding
the foregoing, options held by a director who dies in the third year following
such retirement or disability shall remain exercisable for one year following
death. In no event shall any option referred to in this paragraph 6(g) be
exercisable beyond its stated term, if earlier.
(h) OTHER TERMINATION OF STATUS OF DIRECTOR. If a director's service with
the Company terminates for any reason other than death, retirement or disability
as specified in paragraph 6(g), all options held by the director that are not
then exercisable shall terminate. Options that are exercisable on the date of
termination shall continue to be exercisable for a period of three months (but
not beyond their stated term if earlier). After completion of that three-month
period, such options shall terminate to the extent not previously exercised,
expired or terminated.
-4-
5
(i) MERGERS, ETC. In the event of a consolidation or merger in which the
Company is not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or entity
or by a group of persons and/or entities acting in concert, or in the event of a
sale of all or substantially all assets or a dissolution or liquidation of the
Company, all options hereunder will terminate; provided, that 20 days prior to
the effective date of any such merger, consolidation, sale, dissolution, or
liquidation, all options outstanding hereunder that are not otherwise
exercisable shall become immediately exercisable.
7. EFFECT, TERMINATION AND AMENDMENT
The Committee may at any time terminate the Plan as to any further grants
of options. The Board may at any time or times amend the Plan for any purpose
which may at the time be permitted by law; provided, that except to the extent
expressly required or permitted by the Plan, no such amendment will, without the
approval of the stockholders of the Company, effectuate a change for which
stockholder approval is required in order for the Plan to continue to qualify
under Rule 16b-3.
-5-