exv10w13






Exhibit 10.13




THE TJX COMPANIES, INC.

PERFORMANCE-BASED RESTRICTED STOCK AWARD

GRANTED UNDER STOCK INCENTIVE PLAN




[     ]


This certificate evidences an award of performance-based restricted shares (“Restricted Stock”) of
Common Stock, $1.00 par value, of The TJX Companies, Inc. (the “Company”) granted to the grantee
named below (“Grantee”) under the Company’s Stock Incentive Plan (the “Plan”). This grant is
subject to the terms and conditions of the Plan, the provisions of which, as from time to time
amended, are incorporated by reference in this certificate. Terms defined in the Plan are used in
this certificate as so defined.





	1.	 	Grantee:
	 
	2.	 	Number of Shares of Restricted Stock:
	 
	3.	 	Date of Grant:
	 
	4.	 	Performance Vesting Criteria:
	 
	5.	 	Change of Control. Upon the occurrence of a Change of Control, all shares of Restricted Stock not then vested and not previously
forfeited shall immediately and automatically vest.
	 
	6.	 	Termination of Employment: In the event of the termination of the
employment of the Grantee with the Company and its subsidiaries for
any reason prior to [     ], all shares of Restricted Stock not then
vested and not previously forfeited shall immediately and
automatically be forfeited[, except as follows:].




 









 











PERFORMANCE-BASED RESTRICTED STOCK AWARD





	7.	 	Dividends: Grantee shall be entitled to regular cash
dividends, if any, paid on, and to vote, shares of
Restricted Stock held by Grantee on the record date;
provided, however, that Grantee’s right to any such
dividends with respect to a share of unvested
Restricted Stock shall be treated as unvested so long
as such Restricted Stock remains unvested (the
“restricted period”), and shall be forfeited if such
Restricted Stock is forfeited; and provided, further,
that any such dividends that would otherwise be paid
with respect to a share of unvested Restricted Stock
during the restricted period shall instead be
accumulated and paid to Grantee, without interest,
only upon, or within thirty (30) days following, the
date on which the Restricted Stock is determined by
the Company to have vested.
	 
	 	 	Any dividend or distribution (other than any regular
cash dividend) distributed with respect to a share of
Restricted Stock, and any share of stock or other
security of the Company or any other entity, or other
property, into which a share of Restricted Stock is
converted or for which it is exchanged, (each share
of Restricted Stock with respect to which any such
dividend or distribution is made or which is so
converted or exchanged, an “associated share”),
including without limitation a distribution of stock
by reason of a stock dividend, stock split or
otherwise with respect to an associated share, or a
distribution of other securities with respect to an
associated share, shall be subject to the
restrictions provided in this certificate in the same
manner and for so long as the associated share
remains or would have remained subject to such
restrictions, and shall be forfeited if and when the
associated share is so forfeited or would have been
so forfeited; provided that any cash distribution
with respect to an associated share other than a
regular cash dividend, any cash amount into which an
associated share is converted or for which it is
exchanged or any other amount distributed with
respect to an associated share, the deferred delivery
of which would otherwise result in the deferral of
compensation subject to Section 409A of the Code,
shall be paid to Grantee, without interest, only
upon, or within thirty (30) days following, the date
on which the Company determines the associated share
has vested or would have vested; and provided,
further that the Committee may require, to the extent
consistent with Section 409A of the Code, that any
such cash distribution or amount be placed in escrow
or otherwise made subject to such restrictions as the
Committee deems appropriate until such payment date.
References to the shares of Restricted Stock in this
certificate shall include any such restricted shares,
securities, property or other amounts.
	 
	8.	 	No Transfers; Restrictive Legend: Grantee shall not
sell, assign, pledge, margin, give, transfer,
hypothecate or otherwise dispose of any shares of
Restricted Stock or any interest therein.
Certificates representing shares of Restricted Stock
will bear a restrictive legend to such effect, and
stop orders will be entered with the Company’s
transfer agent.
	 
	9.	 	Transfer Upon Forfeiture: By acceptance of this
grant, Grantee appoints the Company as
attorney-in-fact of Grantee to take such actions as
the Company determines necessary or appropriate to
effectuate a transfer to the Company of the record
ownership of any shares that are forfeited and agrees
to sign such stock powers and take such other actions
as the Company may reasonably request to accomplish
the transfer or forfeiture of any forfeited shares.
	 
	10.	 	Withholding: Grantee shall, no later than the date
as of which any shares of Restricted Stock first
become includable in the gross income of Grantee for
Federal income tax purposes, pay to the Company, or
make arrangements satisfactory to the Committee
regarding payment of, any Federal, state, or local
taxes of any kind required by law to be withheld with
respect to such income.
	 
	11.	 	Section 83(b): Grantee should confer promptly with a
professional tax advisor to consider whether or not
to make a so-called “83(b) election” with respect to
the Restricted Stock. Any such election, to be
effective, must be made in accordance with applicable
regulations and no later than thirty (30) days
following the date of grant. The Company makes no
recommendation with respect to the advisability of
making such an election.





	 	 	 	 	 
	 	THE TJX COMPANIES, INC.

 	 
	 	BY: 	 	 	 
	 	 	 	[     ]