OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE TJX
The purpose of the Executive
Compensation Committee of The TJX Companies, Inc. is to:
- Discharge the Board of Directors’
responsibilities relating to compensation of the Company’s executives and
- Oversee the Company's stock and cash incentive
plans and retirement benefit plans; and
- Prepare the report on executive
compensation required by U.S. Securities and Exchange Commission rules to
be included in the Company’s annual proxy statement.
II. Duties and
The duties and responsibilities
of the Committee shall include the following:
- Review and approve the structure and philosophy
of compensation of the Chief Executive Officer, other executive officers
and senior associates.
- Determine the performance goals and performance
criteria under the Company’s incentive plans.
- Determine the compensation of the Chief Executive
Officer, including awards of stock options, bonuses, and other awards and
incentives, based on the evaluation by the Corporate Governance Committee
of the Chief Executive Officer’s performance and such other factors deemed
relevant by the Committee.
- Approve the compensation, including awards of
stock options, bonuses, and other awards and incentives, payable to each
associate of the Company or its subsidiaries whose base salary exceeds
$250,000 per year.
- Review the compensation payable to each associate
of the Company or its subsidiaries whose base salary
exceeds $225,000 per year but does not exceed $250,000 per year.
- Approve the terms of employment of the executive
officers of the Company.
- Administer the Company’s Stock Incentive Plan,
Management Incentive Plan, Long Range Management Incentive Plan, Long
Range Performance Incentive Plan, Supplemental Executive Retirement Plan, 1993 Stock Option Plan for Non-Employee Directors,
Deferred Stock Plan for Non-Employee Directors, General Deferred
Compensation Plan and Executive Savings Plan.
- Adopt, amend or terminate stock or cash incentive
plans, retirement benefit plans or compensation plans applicable to any
associates of the Company or its subsidiaries.
- Prepare an annual report on executive
compensation for inclusion in the Company’s annual proxy statement, as
required by the rules of the Securities and Exchange Commission, which
also describes the Committee’s composition and responsibilities and how
they were discharged.
- Review and assess the adequacy of this Charter
and submit any changes to the Board of Directors for approval.
- Perform an annual evaluation of the performance
of the Committee.
- Report regularly to the Board of Directors.
- Review such other matters that
the Board of Directors or the Committee shall deem appropriate.
The Committee shall consist of
at least three members of the Board, including a Chair, appointed by the Board
of Directors upon the recommendation of the Corporate Governance Committee. The
term of each member shall be until the first meeting of directors following the
next annual meeting of stockholders unless such member earlier dies, resigns or
is removed by the Board of Directors in its discretion. Each member shall
satisfy the independence requirements under applicable law and SEC and New York
Stock Exchange rules. In addition, each member of the Committee shall qualify
as an “outside director” within the meaning of Section 162(m) of the Internal
Revenue Code and shall be a “non-employee director” within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.
The Committee shall hold at
least three regularly scheduled meetings annually and such special meetings as
it determines appropriate. Any member of the Committee may call a meeting of
the Committee upon one day's notice to each other member. Any action of the
Committee shall be taken by the affirmative vote of a majority of the members
and may be taken without a meeting if all members of the Committee consent in
writing. The Committee may delegate its authority to a subcommittee. The
Committee may establish such other procedures to govern its operation as it
determines are appropriate.
The Committee shall have the
sole authority to retain and terminate, at the expense of the Company and
without Board approval, such consulting firms as it shall consider appropriate
to carry out its duties and responsibilities including determining the fees and
terms of engagement of such firms.