Other Terminations. (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans). In addition, the Compan
...y will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive's termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment. (b) Termination for Cause. If the Company should end Executive's employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive's account (but not received) under the ESP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company's tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). The Company does not waive any rights it may have for damages or injunctive relief.
View More
Other Terminations. (a)
Voluntary Retirement or other voluntary termination of employment. If Executive terminates
his her employment
voluntarily, voluntarily or elects to retire from service with the Company ("Voluntary Termination"), Executive or
his her legal representative shall be entitled (in each case in accordance
-7- with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New
Awards), including any benefi...ts in connection with Special Service Retirement (as defined in the Stock Awards) Incentive Plan), and to any vested benefits under the plans described in Section 3(f) 3(d) (Qualified Plans; Other Deferred Compensation Plans). In addition, Plans) and any vested benefits under the Company's frozen GDCP; provided, for the avoidance of doubt, that nothing in this Section 6(a) shall be construed as entitling Executive to any Stock Incentive Plan award not yet granted as of the date of termination. The Company will also pay to Executive or his her legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive's termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. In addition, a Voluntary Termination by Executive shall be treated as a termination described in Section 5(a)(II) solely for purposes of the payments and benefits described in Section 5(a)(v) and Section 5(a)(vi) (and not for purposes of any other provision of Section 5); provided, that for purposes of applying Section 5(a)(v) to a Voluntary Termination described in this sentence, instead of using the proration fraction described in Section 5(a)(v)(B), the LRPIP benefit, if any, for each cycle shall be prorated using a fraction, the numerator of which is the number of full fiscal years in such cycle completed prior to the Date of Termination and the denominator of which is the number of fiscal years in such cycle); and further provided, for the avoidance of doubt, that Executive shall not be entitled under this Section 6(a) to any continued Base Salary or automobile allowance, any amount described in Section 5(a)(ii), or any amounts in respect of MIP performance periods that begin before and end after the date of Voluntary Termination. No other benefits shall be paid under this Agreement upon a voluntary termination of employment. (b) Termination for Cause. If the Company should end Executive's employment for Cause Cause, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive's account (but not received) under the ESP and the frozen GDCP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company's tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). The Company does not waive any rights it may have for damages or for injunctive relief.
View More
Other Terminations. (a) Voluntary termination of employment. If Executive terminates
his her employment voluntarily, Executive or
his her legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New
Stock Awards) and to any vested benefits under the plans described in Section
3(f) 3(d) (Qualified Plans; Other Deferred Compensation
Plans). Plans) and... any vested benefits under the Company's frozen GDCP. In addition, -6- the Company will pay to Executive or his her legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive's termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. In addition, provided that Executive gives the Company at least ninety (90) days' advance written notice of termination, Executive's voluntary termination occurring prior to the End Date shall be treated as a termination described in Section 5(a)(II) solely for purposes of the following payments and benefits (and not for purposes of any other provision of Section 5): Section 5(a)(i), Section 5(a)(ii), Section 5(a)(v) (except that, for purposes of applying Section 5(a)(v) to a voluntary termination described in this sentence, instead of using the proration fraction described in Section 5(a)(v)(B), the LRPIP benefit, if any, for each cycle shall be prorated using a fraction, the numerator of which is the number of full fiscal years in such cycle completed prior to the Date of Termination and the denominator of which is the number of fiscal years in such cycle), and any automobile allowance described in Section 5(a)(ix); provided, for the avoidance of doubt, that Executive shall not be entitled under this Section 6(a) to any acceleration of awards under the Stock Incentive Plan (under Section 3(c)(i) or otherwise) or any amounts in respect of MIP performance periods that begin before and end after the Date of Termination. No other benefits shall be paid under this Agreement upon a voluntary termination of employment. (b) Termination for Cause. If the Company should end Executive's employment for Cause Cause, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive's account (but not received) under the ESP and the frozen GDCP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company's tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). The Company does not waive any rights it may have for damages or for injunctive relief.
View More
Other Terminations. (a) Voluntary
termination Termination of
employment. Employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New
Awards), including any benefits in connection with Special Service Retirement (as defined in the Stock
Awards) Incentive Plan), and to a
...ny vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation Plans). 3(d) (Retirement and Savings Programs; Health and Welfare Programs) and under Parent's U.S.-based retirement, savings or deferred compensation plans, including its General Savings/Profit Sharing Plan, its Retirement Plan, the ESP and the SERP. In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company Parent ended immediately prior to Executive's termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment. (b) Termination for Cause. If the Company should end Executive's employment for Cause Cause, all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) (w) such vested amounts as are credited to Executive's account (but not received) under the ESP in accordance with the terms of those programs; (y) and CESP; (x) any vested benefits to which Executive is entitled under the Company's Parent's -7- tax-qualified plans; and (z) (y) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in under Sections 3(b) (Existing Awards) and 3(c) (New Awards); and (z) life insurance coverage to the extent provided by Parent's executive life insurance program, in each case case, in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). program or arrangement. The Company does not waive any rights it may have for damages or injunctive relief.
View More
Other Terminations. (a) Voluntary
termination Termination of
employment. Employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New Stock Awards) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensation
Plans)....Executive's termination of employment, plus any unpaid amounts owing with -6- respect to LRPIP cycles in which Executive participated and which were completed prior to termination, termination of employment, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment. (b) Termination for Cause. If the Company should end terminate Executive's employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive's account (but not received) under the ESP in accordance with the terms of those programs; ESP; (y) any vested benefits to which Executive is entitled under the Company's tax-qualified plans and under any TJX Canada-based retirement, savings and deferred compensation plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards); in each case case, in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). plan, program or arrangement. The Company does not waive any rights it may have for damages or injunctive relief.
View More
Other Terminations. (a) Voluntary termination of employment. If Executive terminates his employment voluntarily, Executive or his legal representative shall be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) to any Stock Incentive Plan benefits described in Section 3(b) (Existing Awards) or Section 3(c) (New
Stock Awards) Awards; Career Shares -7- Award) and to any vested benefits under the plans described in Section 3(f) (Qualified Plans; Other Deferred Compensatio
...n Plans). Plans) and any vested benefits under the Company's frozen GDCP. In addition, the Company will pay to Executive or his legal representative any unpaid amounts to which Executive is entitled under MIP for the fiscal year of the Company ended immediately prior to Executive's termination of employment, plus any unpaid amounts owing with respect to LRPIP cycles in which Executive participated and which were completed prior to termination, in each case at the same time as other awards for such prior year or cycle are paid. No other benefits shall be paid under this Agreement upon a voluntary termination of employment. (b) Termination for Cause. If the Company should end Executive's employment for Cause all compensation and benefits otherwise payable pursuant to this Agreement shall cease, other than (x) such vested amounts as are credited to Executive's account (but not received) under the ESP and the frozen GDCP in accordance with the terms of those programs; (y) any vested benefits to which Executive is entitled under the Company's tax-qualified plans; and (z) Stock Incentive Plan benefits, if any, to which Executive may be entitled (in each case in accordance with and subject to the terms of the applicable arrangement) under Sections 3(b) (Existing Awards) and 3(c) (New Stock Awards). Awards; Career Shares Award). The Company does not waive any rights it may have for damages or injunctive relief.
View More
