UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 29, 2010
THE TJX COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| DELAWARE
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1-4908
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04-2207613 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
770 Cochituate Road, Framingham, MA 01701
(Address
of Principal Executive Offices) (Zip Code)
(508) 390-1000
Registrant’s
Telephone Number (Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS |
The TJX Companies, Inc. (the “Company”) and Ernie Herrman, Senior Executive Vice President, Group
President of the Company, entered into a new employment agreement, effective as of January 29,
2010. The term of the agreement continues until February 2, 2013, unless terminated earlier in
accordance with its terms. The agreement provides for a minimum base salary of $925,000 and
participation in specified benefit programs at levels commensurate with his position and
responsibilities. If, prior to the end of the term, the Company terminates Mr. Herrman’s
employment (other than for cause) or Mr. Hermann terminates his employment in connection with a
relocation of more than forty miles, Mr. Herrman is entitled to continuation of base salary and any
automobile allowance for a period of twenty-four months; a cash payment (grossed up for taxes) to
cover the cost of any COBRA continuation of medical benefits that Mr. Herrman elects, subject to
possible early termination if Mr. Herrman obtains other coverage; certain cash incentive awards
(Management Incentive Plan (MIP) and Long Range Performance Incentive Plan (LRPIP)) for the year or
award cycle in which termination occurs, subject to attainment of the applicable performance goals
and adjusted to reflect his period of service during the year or cycle; and vested and accrued, but
unpaid, pay and benefits. Mr. Herrman is also entitled to these severance benefits upon
termination of his employment during the term if he dies or becomes disabled (except that base
salary continuation would be offset by any long-term disability benefits and the MIP award would be
his unprorated target MIP award), or if the Company fails to offer him continued service in a
comparable position, as reasonably determined by the Executive Compensation Committee of the Board
of Directors of the Company, at the end of the term of the agreement.
Mr. Herrman agreed to non-competition and non-solicitation provisions during the term of his
employment and for twenty-four months thereafter and to confidentiality provisions during and after
his employment. Benefits under the agreement are conditioned on compliance with these covenants.
If a change of control occurs during the term of the agreement (with or without a termination of
employment), Mr. Herrman is entitled to receive, in addition to any earned but unpaid MIP and LRPIP
awards, a lump sum payment equal to his target MIP award for the year in which the change of
control occurs, plus his target MIP award for that year prorated for his period of service, plus
the maximum award for each uncompleted LRPIP cycle. In addition, upon a change of control, Mr.
Herrman is not subject to the non-competition covenant described above following termination of
employment. If Mr. Herrman’s employment terminates due to his death or disability, if the Company
terminates his employment other than for cause, or if he terminates his employment for good reason
(as defined in the agreement), within twenty-four months following a change of control and prior to
the end of the term, instead of the severance benefits payable prior to a change of control, Mr.
Herrman is entitled to receive a payment equal to two times his annual base salary (offset by any
long-term disability benefits) plus the value of two years of any automobile allowance; continued
life and medical insurance for two years, except to the extent he has coverage from another
employer; and vested and accrued, but unpaid, pay and benefits. If certain excise taxes would be
incurred by Mr. Herrman in connection with a change of control, the Company is obligated to reduce
or eliminate his benefits to the extent necessary to maximize his after-tax benefit. The Company
is also obligated to pay Mr. Herrman all legal fees and expenses he reasonably incurs in seeking
enforcement of his contractual rights following a change of control.
The description of the agreement set forth above is qualified in its entirety by reference to the
actual terms of the agreement filed as Exhibit 10.1 and incorporated herein by reference.