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AGREEMENT
This Agreement dated this October 28, 1999 by and between The TJX
Companies, Inc. (the "Corporation") and Bernard Cammarata ("Executive").
WHEREAS Executive and the Corporation have agreed to enter into a so-called
"Split dollar" insurance arrangement more particularly described below under
which the Corporation will pay premiums to fund a life insurance policy or
policies to be owned by insurance trusts designated by Executive (the "Trusts");
and
WHEREAS Executive participates in the Corporation's Supplemental Executive
Retirement Plan ("SERP") and continues to accrue a benefit under SERP; and
WHEREAS Executive has agreed to relinquish such rights as he has to
benefits heretofore accrued under SERP and to any future accruals under SERP,
subject to the terms of this Agreement;
NOW, THEREFORE, the parties hereto, intending to be bound hereby, agree as
follows:
1. Executive agrees to relinquish such rights as he has (whether under the
terms of SERP or under the terms of Executive's employment agreement with the
Corporation or otherwise) to any and all benefits heretofore earned by Executive
under SERP and further agrees that he shall forthwith cease to participate in
SERP and shall earn no future benefits thereunder. Nothing in this Agreement
shall affect Executive's rights to other retirement benefits.
2. The Corporation will assist the Trusts in the purchase of split-dollar
life insurance under the terms of separate split-dollar life insurance
agreements in the forms attached hereto as Exhibit A.
3. At the one-year anniversary of Executive's retirement, there shall be
calculated the present value as of October 29, 1999 (the "Present Value"), using
a 6% annual rate of interest as the discount factor between October 29, 1999
and such one-year anniversary, of the sum of (i) the monthly SERP payments that
Executive would (but for this Agreement) have been entitled to receive following
retirement and prior to such one-year anniversary, expressed as a single life
annuity, and (ii) the remaining SERP benefit that Executive would (but for this
Agreement) have been entitled to receive at such one-year anniversary, expressed
as a lump sum, in each case determined under the terms of SERP as then in
effect. If the Present Value is less than $7,370,667, Executive shall promptly
pay the difference to the Corporation in a single cash payment. If the Present
Value is greater than $7,370,667, the Corporation shall promptly pay the
difference, net of applicable tax withholdings, to Executive in a single cash
payment.
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4. This Agreement shall be binding on Executive, the Corporation, and their
respective heirs and assigns, including any successor to the Corporation or the
Corporation's business by merger or otherwise.
5. Executive acknowledges that he has been separately advised with respect
to the arrangements that are the subject matter of this Agreement and has not
relied upon any advice from the Corporation with respect to the tax treatment of
such arrangements or other matters pertaining thereto. Executive agrees to
indemnify the Corporation for, and hold it harmless against, any and all taxes
(including, without limitation, withholding taxes) and related interest and
penalties that may be asserted against the Corporation with respect to the
arrangements contemplated by this Agreement.
6. This Agreement shall be construed and applied in accordance with the
laws of the Commonwealth of Massachusetts and shall be binding in accordance
with its terms as an agreement under seal.
THE TJX COMPANIES, INC.
/s/ Donald G. Campbell
By:____________________________________________
Donald G. Campbell
Executive Vice President/Chief Financial Officer
ACCEPTED:
/s/ Bernard Cammarata
______________________
Bernard Cammarata
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FORM OF
SPLIT-DOLLAR AGREEMENT
THIS AGREEMENT made and entered into as of this 28th day of October, 1999,
by and among The TJX Companies, Inc., (the "Corporation"), Bernard Cammarata,
(the "Employee"), and Richard Lesser, Trustee of the Bernard Cammarata 1999-
Irrevocable Insurance Trust dated October 20, 1999 (the "Owner"),
WITNESSETH THAT:
WHEREAS the Employee is employed by the Corporation; and
WHEREAS the Employee and the Corporation have agreed that the Owner will
purchase life insurance policies (together, the "Policies") on the life of the
Employee as described in EXHIBIT A attached hereto and by this reference made a
part of hereof, and which were issued by John Hancock and Security Life of
Denver (the "Insurers"), on the terms described herein; and
WHEREAS the Corporation has agreed to pay a portion of the premiums due on
the Policies pursuant to the Plan on the terms and conditions hereinafter set
forth; and
WHEREAS, except as provided herein, Owner is the owner of the Policies and,
as such, possesses all incidents of ownership in and to the Policies, subject
however to the terms of this Agreement and
WHEREAS the parties hereto have agreed that the Policies shall be
collaterally assigned to the Corporation by the Owner to secure the repayment of
the amounts to which the Corporation is entitled under this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
1. PURCHASE OF POLICIES. The Owner shall purchase the Policies described
in Exhibit A from the Insurer. The parties have taken all necessary action to
cause the Insurers to issue the Policies and shall take any further action which
may be necessary to cause the Policies to conform to the provision of this
Agreement. The parties agree that the Policies shall be subject to the terms and
conditions of this Agreement and of the collateral assignments (the "Collateral
Assignments") filed with the Insurers relating to the Policies.
2. OWNERSHIP OF POLICIES.
a. The Owner shall be owner of the Policies and may exercise all
ownership rights granted to the owner thereof by the terms of the Policies,
subject in the case of each Policy to the Collateral Assignment relating to that
Policy and to the rights of the Corporation under this Agreement.
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3. PAYMENT OF PREMIUMS WHILE THE SPLIT DOLLAR AGREEMENT REMAINS IN
EFFECT.
a. A portion of the premiums shall be payable by the Corporation
commencing with the premium due for the first "Policy Year", as hereinafter
defined, and for each of the next four (4) Policy Years thereafter, unless this
Agreement sooner terminates with respect to the Employee. The amount of the
premium for the Corporation for each Policy Year (hereinafter referred to as the
"Corporation's Premiums") shall be as set forth in EXHIBIT B which is attached
hereto and by this reference made a part hereof. For purposes of this Agreement,
"Policy Year" shall mean the one year period beginning October 1, 1999, and
ending September 30, 2000, and each succeeding twelve month period that the
Policy is in force.
b. The Owner shall pay that portion of the premium specified as
"Owner's Premium" in Exhibit B.
c. The Corporation shall be responsible only for the payment of the
Corporation's Premium, and is not responsible for ensuring that such payments
are sufficient to maintain the Policy in force.
d. Upon payment of each of the premiums as outlined on Exhibit B,
the Owner shall direct the Insurer(s) to allocate the premiums as outlined by
the Investment Guidelines as set forth in Exhibit C which is attached hereto and
by this reference made a part hereof.
4. COLLATERAL ASSIGNMENT. To secure the repayment to the Corporation of
the aggregate premiums paid by the Corporation, the Owner has, by Collateral
Assignment of the date herewith, assigned each Policy to the Corporation as
collateral. Such repayment shall be made from the cash surrender value of the
Policy (as defined therein) if this Agreement is terminated or if the Owner
surrenders or cancels the Policy, or from the death proceeds of the Policy if
the Employee dies while the Policy and this Agreement remain in force. The
Collateral Assignments shall not be terminated, altered or amended by the Owner
while this Agreement is in effect without the Corporation's written consent. The
parties hereto agree to take all action necessary to cause the Collateral
Assignments to conform to the provisions of this Agreement.
5. LIMITATIONS ON OWNER'S RIGHTS IN POLICY.
a. The Owner shall take no action with respect to the Policies that
would in any way compromise, jeopardize or otherwise adversely affect the
Corporation's rights under this Agreement.
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6. COLLECTION OF DEATH PROCEEDS.
a. Upon the death of the Employee, the Corporation and the Owner
shall cooperate to take all action necessary to obtain the death benefits
provided under the Policies.
b. The Corporation shall have the unqualified right to receive the
portion of such death benefits equal to the Corporation's Interest in the
Policies. The Corporation's Interest in the Policies is equal to the total
amount of the premiums paid by the Corporation PLUS, if such Interest is not
fully paid to the Corporation prior to October 1, 2014, 4% interest thereon
compounded annually from and after October 1, 2014 until the earlier of (i) the
date on which the Corporation receives full repayment of its Interest from the
death benefit under the Policies, or (ii) the date on which the Corporation
otherwise receives full repayment of its Interest. The balance, if any, of the
death benefits provided under the Policies, shall be paid directly to the
beneficiary or beneficiaries designated by the Owner, in the manner and in the
amount or amounts provided in the beneficiary designation provision of the
Policies. No amount shall be paid from such death benefits to the beneficiary or
beneficiaries designated by the Owner until the full amount due the Corporation
has been paid. The parties hereto agree that the beneficiary designation
provision of the Policies shall conform to the provisions of this Agreement.
c. Notwithstanding any provision to the contrary, in the event that,
for any reason whatsoever, no death benefit is payable under a Policy upon the
death of the Insured and in lieu thereof the Insurer refunds all or any part of
the premiums paid for the Policies, the Corporation shall have the unqualified
right to receive such refunded premiums up to the amount of the total
Corporation's Interest in the Policies and the balance, if any, shall belong to
the Owner.
7. TERMINATION OF AGREEMENT.
a. Subject to b. below, the owner shall have the sole right to
surrender or cancel the Policies, but only if the aggregate net cash surrender
value of the Policies at least equals the Corporation's Interest in the
Policies. Upon surrender or cancellation of the Policies, the Corporation shall
have the unqualified right to receive a portion of the aggregate net cash
surrender value of the Policies equal to the total amount of the Corporation's
Interest in the Policies. The balance, if any, shall be paid to the Owner. Upon
payment to the Corporation of its total Interest in the Policies, this Agreement
shall terminate.
b. If the Insured is living at September 30, 2014, the Owner shall
pay, or shall cause the Insurers to pay from the net cash surrender value under
the Policies, to the
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Corporation an amount equal to the Corporation's total Interest in the Policies.
Notwithstanding the foregoing, if the net cash surrender value under the
Policies is then less than the Corporation's total Interest in the Policies, the
Corporation may elect to defer receipt of some or all of its Interest in the
Policies. If the Corporation elects to defer receipt of some or all of its
Interest in the Policies pursuant to the preceding sentence, it shall continue
to be entitled to receive the balance of such Interest pursuant to Section 6 of
this Agreement or, at any time or times prior to the death of the Insured, at
the Corporation's election, by requiring the Owner to pay, or to cause the
insurers to pay from the net cash surrender value under the Policies, to the
Corporation such balance or any portion thereof (and if upon any such payment
any balance remains to be paid to the Corporation, the provisions of this
paragraph shall continue to apply to such remaining balance). Upon payment to
the Corporation of its total Interest in the Policies, this Agreement shall
terminate.
c. Upon termination of this Agreement, the Corporation shall release
the Collateral Assignments by the execution and delivery of appropriate
instruments of release. After the Corporation releases to the Owner all of the
Owner's rights and interest in the Policies, the Owner may exercise all options
permitted by the Insurers with respect to the Policies.
8. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.
a. The parties hereto acknowledge and intend that this Agreement
shall constitute a welfare benefit plan for purposes of the Employee Retirement
Income Security Act of 1974 as amended. The Corporation is hereby designated as
the named fiduciary under this Agreement. The named fiduciary shall have
authority to control and manage the administration of this Agreement.
b. (1) Claim.
A person who believes that he is being denied a benefit to
which he is entitled under this Agreement (hereinafter referred to as a
"Claimant") may file a written request for such benefit with the Corporation,
setting forth his or her claim. The request must be addressed to the President
of the Corporation at its then principal place of business.
(2) Claim Decision.
Upon receipt of a claim, the Corporation shall advise the
Claimant in writing of its response within ninety (90) days; provided that the
Corporation may, extend the response period for an additional ninety (90) days
for reasonable cause.
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If the claim is denied in whole or in part, the Corporation
shall state its reasons therefore in writing, using language calculated to be
understood by the Claimant and setting forth: (a) the specific reason or reasons
for such denial; (b) the specific reference to pertinent provisions of this
Agreement on which such denial is based; (c) a description of any additional
material or information necessary for the Claimant to perfect his claim and an
explanation why such material or such information is necessary; (d) appropriate
information as to the steps to be taken if the Claimant wishes to submit the
claim for review; and (e) the time limits for requesting a review under
subsection (3) and for review under subsection (4) hereof. However, if the
Corporation fails to issue a written decision within this time period described
above, the claim shall be deemed denied at the end of such period.
(3) Request for Review
Within sixty (60) days after the receipt by the Claimant of
the written opinion described above, (or within sixty (60) days of any deemed
denial), the Claimant may request in writing that the Secretary of the
Corporation review the determination of the Corporation. Such request must be
addressed to the Secretary of the Corporation at its then principal place of
business. The Claimant or his or her duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Corporation. If the Claimant does not request a
review of the Corporation's determination by the Secretary of the Corporation
within such sixty (60) day period, he shall be barred and estopped from
challenging the Corporation's determination.
(4) Review of Decision.
Within sixty (60) days after the Secretary's receipt of a
request for review, he or she will review the Corporation's determination. After
considering all materials presented by the Claimant, the Secretary will render a
written opinion, written in a manner calculated to be understood by the
Claimant, setting forth the specific reasons for the decision and containing
specific references to the pertinent provisions of this Agreement on which the
decision is based. If special circumstances require that the sixty (60) day time
period be extended, the Secretary will so notify the Claimant and will render
the decision as soon as possible, but no later than one hundred twenty (120)
days after receipt of the request for review. If the Secretary fails to issue a
written opinion within the time period described above, the Claimant's appeal
will be deemed denied at the end of such period.
9. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
successors or assigns, and may not be otherwise terminated except as provided
herein.
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10. BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns, and the Employee, the
Owner, and their respective successors, assigns, heirs, executors,
administrators and beneficiaries.
11. INSURER NOT A PARTY. The Insurer is not a part of this Agreement.
12. NOTICE. Any notice, consent or demand required or permitted to be
given under the provisions of this Agreement shall be in writing and shall be
signed by the party giving or making the same. If such notice, consent or demand
is mailed to a party hereto, it shall be sent by United States certified mail,
postage prepaid, addressed to such party's last known address (as shown on the
records of the Corporation, in the case of a notice given by the Corporation).
The date of such mailing shall be deemed the date of notice, consent or demand.
13. GOVERNING LAW. This Agreement, and the rights of the parties
hereunder, shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
triplicate, as of the day and year first above written.
The TJX Companies, Inc.
By:________________________________________________
Donald G. Campbell
Executive Vice President/Chief Financial Officer
Bernard Cammarata 1999- Irrevocable Insurance Trust
By:________________________________________________
Richard Lesser, Trustee
___________________________________________________
Bernard Cammarata