exv10w14







Exhibit 10.14




THE TJX COMPANIES, INC.

PERFORMANCE-BASED DEFERRED STOCK AWARD

GRANTED UNDER STOCK INCENTIVE PLAN




[     ]


This certificate evidences an award (the “Award”) of performance-based deferred stock granted to
the Grantee named below (“Grantee”) under the Stock Incentive Plan (the “Plan”) of The TJX
Companies, Inc. (the “Company”). The Award is subject to the terms and conditions of the Plan, as
from time to time in effect, the provisions of which 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 Performance Based
Deferred Stock:
	 
	3.	 	Date of Grant:
	 
	4.	 	Performance Vesting Criteria:
	 
	5.	 	Change of Control. Upon the occurrence of a Change of Control, the
Award, to the extent not then vested and not previously     forfeited,
shall immediately and automatically vest in full.
	 
	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 [     ], the Award, to the extent not then vested
and not previously forfeited, shall immediately and automatically be
forfeited[, except as follows:].




 









 











PERFORMANCE-BASED DEFERRED STOCK AWARD





	7.	 	Delivery of Shares: As soon as practicable after Grantee’s right to
have transferred to Grantee any share of Stock subject to the Award
has vested under Section 4 or Section 5 above, but in no event later
than the 15th day of the 3rd month following the
close of the calendar year in which such vesting occurs or, if later,
the close of the fiscal year of the Company in which such vesting
occurs, the Company shall transfer to Grantee (or, if Grantee has
died, to Grantee’s beneficiary) such share of Stock evidenced either
by a stock certificate or by such other evidence of record ownership
as the Company deems appropriate. Notwithstanding the foregoing, if
Grantee’s right to any share of Stock subject to the Award vests in
connection with a Change of Control, or has previously vested but such
share of Stock has not yet been transferred prior to the Change of
Control, the Company in its discretion, to the extent consistent with
Section 409A of the Code and subject to such conditions as the Company
may prescribe (including, where vesting has not yet occurred, a
condition that the Stock be relinquished if the Change of Control does
not occur), may transfer such share of Stock to Grantee sufficiently
in advance of the Change of Control (but, for the avoidance of doubt,
with respect to any share, the right to which has previously vested,
no later than the date set forth in the immediately preceding
sentence) to permit Grantee to participate in the Change of Control as
a shareholder with respect to such share of Stock.
	 
	8.	 	No Dividend Rights: The Grantee shall not be eligible to receive
dividends in respect of the shares subject to this Award, unless and
until such time as such shares are earned and delivered to the
Grantee.
	 
	9.	 	No Voting Rights; Rights as Shareholder: The Award does not entitle
Grantee to any rights as a shareholder with respect to any shares of
Stock subject to the Award, unless and until such shares of Stock have
been transferred to Grantee. The Grantee shall have no voting rights
in respect of any shares subject to this Award, unless and until such
time as such shares are earned and delivered.
	 
	10.	 	Unsecured Obligation; No Transfers: The award is unfunded and
unsecured, and Grantee’s rights to any Stock or cash hereunder shall
be no greater than those of an unsecured general creditor of the
Company. The Award may not be assigned, transferred, pledged,
hypothecated or otherwise disposed of, except for disposition at death
as provided above.
	 
	11.	 	Section 409A: The Award and the Dividend Equivalent Payment, if any,
described in Section 13 below are intended to constitute arrangements
that qualify as a “short term deferrals” exempt from the requirements
of Section 409A of the Code, and shall be construed accordingly.
	 
	12.	 	Withholding: Grantee (or beneficiary) shall, no later than the date
on which any share of Stock is transferred to Grantee or beneficiary
and as a condition to such transfer, pay to the Company in cash, 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. If any taxes are required to be
withheld prior to such transfer of such share of Stock (for example,
upon the vesting of the right to receive such share), the Company may
require Grantee or beneficiary to pay such taxes timely in cash by
separate payment, may withhold the required taxes from other amounts
payable to Grantee or Beneficiary, or may agree with Grantee or
Beneficiary on other arrangements for the payment of such taxes, all
as the Company determines in its discretion.
	 
	13.	 	Dividend Equivalent Payment: Upon the vesting of the Award as to any
share of Stock, Grantee shall be entitled to a cash payment by the
Company in an amount equal to the amount that Grantee would have
received, if any, as a regular cash dividend had he held such share of
Stock from the date of grant to the date of vesting, less all
applicable taxes and withholding obligations. Any such payment shall
be paid, if at all, without interest and at the same time as the share
of such Stock is to be transferred to Grantee under the first sentence
of Section 7 above.





	 	 	 	 	 
	 	THE TJX COMPANIES, INC.



 	 
	 	 	BY: 	 	 
	 	 	 	[     ]