Restoration Agreement (15K)
Doc #145471: Click preview link for longer preview.
RESTORATION AGREEMENT
This Agreement dated this December 31, 2002 by and between The TJX
Companies, Inc. (the "Corporation") and Bernard Cammarata ("Executive").
WHEREAS Executive and the Corporation, by an agreement dated October
28, 1999 (the "SERP Relinquishment Agreement"), agreed that Executive would
relinquish such rights as he had to benefits (including both benefits previously
earned and any benefits that might be earned in the future) under the
Corporation's Supplemental Executive Retirement Plan (the "SERP"), in
recognition of modified benefits arrangements (the "Prior Insurance Agreements"
and, together with the SERP Relinquishment Agreement, the "1999 Agreements")
under which the Corporation agreed to fund certain life insurance policies (the
"Policies") to be owned by insurance trusts designated by Executive (the
"Trusts"); and
WHEREAS Executive has advised the Corporation that, pursuant to the
terms of the Trusts, he has informed the trustee of the Trusts (the "Trustee")
that he will exercise his right to acquire, immediately prior to the Closing (as
hereinafter defined), the Policies and other Trust assets from the Trusts,
including any rights the Trusts may have under the Prior Insurance Agreements,
subject to the liabilities of the Trusts to the Corporation under the Prior
Insurance Agreements, for cash of equivalent value (the "Asset Substitutions");
and
WHEREAS the Corporation has, and Executive individually has and in his
capacity as successor to the Trusts with respect to the Prior Insurance
Agreements will have, determined that it is in its and his respective best
interests to amend the Prior Insurance Agreements to provide for a termination
of the Corporation's remaining rights and obligations under the Prior Insurance
Agreements; and
WHEREAS, in recognition of the alterations resulting from the foregoing
to the 1999 Agreements and the benefits intended to be provided thereby, the
Corporation is willing to pay to Executive the restored supplemental pension
benefit hereinafter described on the terms hereinafter described.
NOW, THEREFORE, the parties hereto, intending to be bound hereby, agree
as follows:
1. At a closing to be held on a mutually agreed date but in no event
later than December 31, 2002 (the "Closing"), the following transactions shall
occur simultaneously:
2. Effective as of the Closing, the Corporation shall be relieved of
all rights and obligations under the Prior Insurance Agreements including any
obligation to make premium payments or payments of any kind with respect to the
Policies, whether due or to become due, and shall have no right to any refund or
death benefit of any kind from the Policies. At the Closing, the Corporation
shall execute and deliver to Executive a mutually acceptable release of the
collateral assignment of rights that it holds with respect to the Policies to
secure its repayment rights under the Prior Insurance Agreements.
145471