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Actionable news in TJX: TJX COMPANIES Inc (THE),

Departure of Directors or Certain

CEO Succession Plan; Election of Director; Employment Agreements

The TJX Companies, Inc. (TJX or the Company) today announced that its Board of Directors has approved a CEO succession plan. The Board intends to elect Ernie Herrman to the position of Chief Executive Officer, effective at the beginning of the Companys next fiscal year, January31, 2016. Mr.Herrman will also retain his current title as President of the Company. Carol Meyrowitz, current Chairman and CEO, will become Executive Chairman of the Board at the time of the CEO transition. The Board also elected Mr.Herrman a Director of the Company, effective immediately. Management directors are not paid for their service as a Company director.

On October5, 2015, in connection with the CEO succession plan describe d above, TJX entered into new employment agreements, generally effective January31, 2016, with Ms.Meyrowitz and Mr.Herrman. The agreements will replace the existing employment agreements with the executives, and, unless terminated earlier in accordance with their terms, will continue until February2, 2019. The agreements provide for a minimum annual base salary of $1,525,000 for Mr.Herrman and $1,000,000 for Ms.Meyrowitz, and for participation in the Stock Incentive Plan (SIP) (but not, in the case of Ms.Meyrowitz, in new stock option grants), Long Range Performance Incentive Plan (LRPIP) and Management Incentive Plan (MIP) at levels commensurate with their respective position and responsibilities. Both agreements specify minimum MIP and LRPIP target award levels and entitle the executives to participate in TJXs fringe benefit and deferred compensation programs, including an automobile allowance commensurate with their respective positions. Mr.Herrmans agreement provides for enhanced benefits to him under the Companys Executive Savings Plan (ESP), including an increased Company match (150% of eligible deferrals plus an additional performance-based match of up to 200% of eligible deferrals) and supplemental Company credits of $1 million for each year of the agreement if applicable performance goals are met. Ms.Meyrowitzs agreement provides for new annual awards during the term of the agreement of performance-based restricted stock with a grant date value of $5 million that will be subject to satisfaction of LRPIP-based performance criteria with a three-year performance vesting period and specifies interest rate assumptions for determining her benefit under the Supplemental Executive Retirement Plan (SERP) if more favorable than those provided in the plan. In addition, each agreement provides for a special equity award to be granted under the SIP by the Executive Compensation Committee of the Board of Directors before the end of fiscal 2016 that will be subject to satisfaction of fiscal 2017 MIP-based performance criteria. For Mr.Herrman, the special award will consist of restricted stock units (career shares)...


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