Common use of Acknowledgement of Reasonableness; Remedies Clause in Contracts

Acknowledgement of Reasonableness; Remedies. In signing this Award Agreement, the Award Recipient gives the Company assurance that the Award Recipient has carefully read and considered all the terms and conditions hereof. The Award Recipient acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent the Award Recipient from obtaining other suitable Employment during the period in which he or she is bound by them. The Award Recipient will never assert, or permit to be asserted on the Award Recipient’s behalf, in any forum, any position contrary to the foregoing. Were the Award Recipient to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond. Without limiting the generality of the foregoing, in the event of the Award Recipient’s breach of any of the provisions of this Appendix I, the Company shall have the immediate right to call and repurchase any shares of Stock and any Stock Options that have been awarded to the Award Recipient by the Company other than Invested Equity (as defined in the Management Stockholders’ Agreement), at a purchase price that is the lesser of cost or fair market value, pursuant to the call procedures set forth in the Management Stockholders’ Agreement.

Acknowledgement of Reasonableness; Remedies. In signing this Award AgreementExhibit D, the Award Recipient Executive gives the Company Winners assurance that the Award Recipient he has carefully read and considered all the terms and conditions hereofof this Exhibit D, including the restraints imposed on him hereunder. The Award Recipient acknowledges Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the customer good will, Confidential Information and other legitimate business interests of the CompanyWinners, that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints will not prevent the Award Recipient him from obtaining other suitable Employment employment during the period in which he or she Executive is bound by them. The Award Recipient Executive further agrees that even though his responsibilities may change over time, these restrictions are still reasonable. Executive agrees that he will never assert, or permit to be asserted on the Award Recipient’s his behalf, in any forum, any position contrary to the foregoing. Were the Award Recipient Executive also acknowledges and agrees that, were he to breach any of the provisions of this Appendix IExhibit D, the harm to the Company Winners would be irreparable. ThereforeExecutive therefore agrees that, in the event of such a breach or threatened breach, the Company Winners shall, in addition to any other remedies available to it, including those contemplated herein and in the Agreement, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of legal fees incurred in connection with securing any relief hereunder. Without limiting the generality of the foregoingExecutive further agrees that, in the event that any provision of this Exhibit D shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified, including by the Award Recipient’s breach deletion of any of the provisions of this Appendix Iwords, the Company shall have the immediate right or reduced in application to call and repurchase any shares of Stock and any Stock Options that have been awarded permit its enforcement to the Award Recipient maximum extent permitted by the Company other than Invested Equity (as defined law. Executive agrees that in the Management Stockholders’ Agreement)event a court of competent jurisdiction finds that Executive has violated Sections 2(a)-(c) herein, at a purchase price that is the lesser of cost or fair market value, pursuant to the call procedures any time period set forth in those sections shall be tolled until such breach or violation has been cured. Executive also acknowledges and agrees that the Management Stockholders’ Agreementcovenants in Sections 2(a)-(c) hereof shall be construed as agreements independent of any other provision of this Exhibit D or any other agreement between Executive and Winners and the existence of any claim or cause of action by Executive against Winners shall not constitute a defense to the enforcement by Winners of such covenants.

Acknowledgement of Reasonableness; Remedies. In signing this or electronically accepting the Award Agreement, the Award Recipient gives the Company assurance that the Award Recipient has carefully read and considered all the terms and conditions hereof. The Award Recipient acknowledges without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject matter, length of time time, and geographic area; and that these restraints will not prevent the Award Recipient from obtaining other suitable Employment employment during the period in which he or she is bound by them. The Award Recipient will never assert, or permit to be asserted on the Award Recipient’s behalf, in any forum, any position contrary to the foregoing. Were the Award Recipient to breach any of the provisions of this Appendix III, the harm to the Company would be irreparable. Therefore, in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and the Award Recipient agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the Award Recipient’s breach of any of the provisions of this Appendix III, the Company shall have the immediate right to call and repurchase any shares of Stock and any Stock Options that have been awarded to the Award Recipient by the Company other than Invested Equity (as defined in the Management Stockholders’ Agreement), at a purchase price that is the lesser of cost will forfeit any award or fair market value, payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the call procedures set forth in Award Recipient will be obligated to return the Management Stockholders’ Agreementproceeds to the Company.

Acknowledgement of Reasonableness; Remedies. In signing this Award Agreement, the Award Recipient gives the Company I give TJX assurance that the Award Recipient has I have carefully read and considered all the terms and conditions hereofof this Agreement, including the restraints imposed on me under this Agreement. The Award Recipient acknowledges I agree without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the customer good will, Confidential Information and other legitimate business interests of the CompanyTJX, that each and every one of those restraints is reasonable in with respect to subject matter, length of time time, range of activities and geographic area; and that these restraints will not prevent the Award Recipient me from obtaining other suitable Employment employment during the period in which he or she is I am bound by them. The Award Recipient I agree that I will never assert, or permit to be asserted on the Award Recipient’s my behalf, in any forum, any position contrary to the foregoing. Were the Award Recipient I also acknowledge and agree that, were I to breach any of the provisions of this Appendix IAgreement, the harm to the Company TJX would be irreparable. ThereforeI therefore agree that, in the event of such a breach or threatened breach, the Company TJX shall, in addition to any other remedies available to itit and notwithstanding any dispute resolution agreement that I may have with TJX, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without having to post bond, and will additionally be entitled to an award of attorney’s fees incurred in connection with securing any relief hereunder. Without limiting the generality of the foregoingI further agree that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, so that TJX may enjoy the full benefit of the Award Recipient’s breach agreed-upon temporal protections recited herein, I agree that the periods of any of the provisions of this Appendix I, the Company shall have the immediate right to call and repurchase any shares of Stock and any Stock Options that have been awarded to the Award Recipient by the Company other than Invested Equity (as defined in the Management Stockholders’ Agreement), at a purchase price that is the lesser of cost or fair market value, pursuant to the call procedures restrictions set forth in Section 4.2 of this Agreement shall be tolled, and shall not run, during any period of time in which I am in violation of the Management Stockholders’ Agreementterms thereof and that, if I violate any fiduciary duty to TJX or unlawfully take any Confidential Information, trade secrets or other property belonging to TJX, the Non-Competition Period will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following my termination date.