ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 21, 2009, The TJX Companies, Inc. (TJX) and Ernie Herrman, Senior Executive Vice President, Group President, entered into an amendment to his Employment Agreement, dated September 8, 2006 (as subsequently amended) and TJX and Jeffrey Naylor, Senior Executive Vice President, Chief Financial and Administrative Officer, entered into an amendment to his Employment Agreement, dated April 5, 2008 (as subsequently amended). Each amendment was effective as of February 1, 2009.
Each amendment includes changes designed to preserve TJX's ability to deduct compensation payable under TJX's two cash incentive plans, the Management Incentive Plan (MIP) and the Long Range Performance Incentive Plan (LRPIP), under the performance-based compensation exemption from the deduction limitations under Section 162(m) of the Internal Revenue Code of 1986, as amended. The amendments provide that MIP and LRPIP-based payouts upon a termination without cause or certain voluntary terminations without good reason will be measured by actual, rather than target, performance.
Consistent with changes negotiated with our President and Chief Executive Officer, each amendment removes the Company's obligation to pay Mr. Herrman and Mr. Naylor a tax gross-up payment to cover certain taxes incurred in connection with a change of control and the right to receive severance benefits upon certain voluntary terminations without good reason following a change of control. In recognition of these changes, the amendments increased the period during which Mr. Herrman and Mr. Naylor each receive severance benefits following an involuntary termination without cause or a voluntary termination for good reason from eighteen months to twenty-four months. Mr. Naylor's amendment also increased his non-competition provision following any termination of employment to twenty-four months (such provision for Mr. Herrman was already at twenty-four months).
Each amendment also revised the change of control definition. Other than certain other non-material conforming and clarifying changes, all of the additional terms of each Employment Agreement remain unchanged.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.

Exhibit Number Description 10.1 Amendment to Employment Agreement between Ernie Herrman and The TJX Companies, Inc., dated April 21, 2009. 10.2 Amendment to Employment Agreement between Jeffrey Naylor and The TJX Companies, Inc., dated April 21, 2009.

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