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EXHIBIT 10.4
EMPLOYMENT AGREEMENT AMENDMENT
This Amendment dated as of April 7, 1997 amends the Amended and
Restated Employment Agreement dated as of February 1, 1995 (the "Agreement")
between XXXXXX X. XXXXXXXX ("Executive") and The TJX Companies, Inc., a Delaware
corporation, whose principal office is in Xxxxxxxxxx, Xxxxxxxxxxxxx 00000.
The parties hereto, in consideration of the mutual agreements contained
in the Agreement, agree that, effective April 7, 1997, the Agreement is amended
by deleting Section 3(c) thereof and substituting the following new Section 3(c)
therefore:
"(c) MIP. During the Employment Period, Executive shall be eligible to
receive annual awards under MIP. To the extent provided in Section 162(m) of the
Code, the goals, scope and conditions of any award shall be established annually
by the Committee. Subject to the foregoing, (i) for fiscal 1996 Executive shall
be entitled to earn up to 35% of his Base Salary if the target established by
the Committee is met and up to 70% of his Base Salary if such target is
exceeded, with the payment potential ranging from 0% to 70% of Executive's Base
Salary as established by the terms of the award, and (ii) commencing with fiscal
1997 Executive shall be entitled to earn up to 42.5% of his Base Salary if the
target established by the Committee is met and up to 85% of his Base Salary if
such target is exceeded, with the payment potential ranging from 0% to 85% of
Executive's Base Salary as established by the terms of the award."
/s/ Xxxxxx X. Xxxxxxxx
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Executive - Xxxxxx X. Xxxxxxxx
THE TJX COMPANIES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
President and
Chief Executive Officer
