exv10w2





Exhibit 10.2



THE TJX COMPANIES, INC.

FORM OF NON-QUALIFIED STOCK OPTION CERTIFICATE

GRANTED UNDER THE COMPANY’S STOCK INCENTIVE PLAN




Series [    ]


This certificate evidences a non-qualified stock option to purchase shares of Common Stock, $1.00
par value, of The TJX Companies, Inc. (the “Company”) granted to the optionee named below under the
Company’s Stock Incentive Plan ([as supplemented by the Company’s Stock Incentive Plan Rules for UK
Employees,] the “Plan”). This option is subject to the terms and conditions of the Plan, the
provisions of which, as from time to time amended, are incorporated in this certificate by
reference. Terms defined in the Plan are used in this certificate as so defined.




	 	 	 	 	 

	1.

	 	Optionee:	 	 
	 
	 	 	 	 
	2.

	 	Number of Shares of
Common Stock of the
Company Subject
to this Option:	 	 
	 
	 	 	 	 
	3.

	 	Date of Grant:	 	 
	 
	 	 	 	 
	4.

	 	Expiration Date:	 	 
	 
	 	 	 	 
	5.

	 	Option Price:
	 	[    ] per share, payable by (i) certified or
bank check, (ii) through a broker-assisted exercise as
described in the Plan, or (iii) shares of Common Stock
of the Company not then subject to restrictions under
any Company Plan or a combination of (i), (ii) and
(iii).
	 
	 	 	 	 
	6.

	 	Exercise of Option:
	 	This option shall become exercisable in annual
installments as specified below:







	 
	 
	 	 	 	This option may be exercised to the extent it has become exercisable in full at
any time prior to the Expiration Date, or in part from time to time prior to
the Expiration Date.
	 
	 	7.	 	Termination of Employment: In the event of the termination of employment of
the optionee or in the event of the designation of the optionee as an inactive
employee by reason of Disability, this option may thereafter be exercised
during the following applicable period (or until the Expiration Date, if
earlier) but only to the extent it was exercisable at the earlier of such
termination or designation (except as otherwise indicated below):
	 
	 	 	 	Reason for Termination or Designation      Subsequent Period for Exercise




 









 






	 	8.	 	Partial Acceleration of Exercisability Upon Death and Disability:
Subject to Paragraph 7 above, in the event of the termination of
employment due to the death or Disability of the optionee, or in the
event of the designation of the optionee as an inactive employee by
reason of Disability, this option shall be exercisable as to the
number of shares for which it could have been exercised immediately
prior to such termination or designation or, if greater, (i) the total
number of shares subject to this option multiplied by a fraction the
numerator of which shall be the number of days between the grant of
this option and such termination or designation and the denominator of
which shall be the number of days between the grant of this option and
the date upon which this option, by its terms, would have become fully
exercisable, minus (ii) the number of shares, if any, previously
purchased under this option, provided, however, that no shares may be
purchased under this option in the event that such termination or
designation occurs within three months after the grant of this option.
	 
	 	9.	 	Change of Control: This option unless previously terminated or
expired shall automatically become fully exercisable upon the
occurrence of a Change of Control.
	 
	 	10.	 	[Automatic Exercise in Certain Circumstances: To the extent any
portion of this option is otherwise exercisable but remains
unexercised at the close of business on the Expiration Date (or on the
date of the earlier expiration of the period for exercising such
portion of the option following a termination of employment or a
designation as an inactive employee by reason of Disability), and if
on such date the Fair Market Value of the shares subject to such
exercisable but unexercised portion of this option exceeds the
aggregate consideration that would have been required to be paid to
purchase such shares had such portion of this option been exercised,
the optionee will automatically be paid, in cancellation of such
portion of the option, an amount of Company Stock having a Fair Market
Value equal to such excess, if any.]
	 
	 	11.	 	Limited Transferability: This option may not be transferred by the
optionee other than by will or by the laws of descent and
distribution, and is exercisable during the optionee’s lifetime only
by the optionee.
	 
	 	12.	 	Withholding: No shares will be delivered pursuant to the exercise [or
automatic exercise] of this option unless and until the person
exercising the option has paid to the Company any taxes required to be
withheld by the Company as a consequence of such exercise [or
automatic exercise], or otherwise provided to the Company’s
satisfaction for the payment of such taxes. The optionee shall be
entitled to tender shares that would otherwise be delivered upon
exercise of this option, or shares of Common Stock of the Company not
then subject to restrictions under any Company Plan, in satisfaction
of minimum required tax withholding with respect to income realized in
connection with the exercise [or automatic exercise] of this option.
	 
	 	13.	 	[Data Privacy: In order to perform its obligations under the Plan or
for the implementation and administration of such Plan, the Company
may collect, transfer, use, process, or hold certain personal or
sensitive data about the optionee. Such data includes, but is not
limited, to the optionee’s name, nationality, citizenship, work
authorization, date of birth, age, government or tax identification
number, passport number, brokerage account information, address,
compensation and equity award history, and beneficiaries’ contact
information. By accepting this grant, the optionee explicitly consents
to the collection, transfer (including to third parties in the
optionee’s home country or the United States or other countries, such
as but not limited to human resources personnel, the Company’s legal
and/or tax advisors, and brokerage administrators), use, processing,
holding, electronically or otherwise, of his/her personal or sensitive
data in connection with this or any other equity award. At all times
the Company shall maintain the confidentiality of the optionee’s
personal or sensitive data, except to the extent the Company is
required to provide such information to governmental agencies or other
parties; any such actions will be undertaken by the Company only in
accordance with applicable law.]
	 
	 	14.	 	Mode of Communications: To the fullest extent permitted by law, in
lieu of delivering documents in paper format, any documents that the
Company or Subsidiary may deliver in connection with this grant and any other grants offered by




 









 






	 	 	 	the Company to the optionee, including
prospectuses, grant notifications, account statements, annual or
quarterly reports, and other communications may be delivered
electronically. Electronic delivery of a document may be made via the
Company’s email system or by reference to a location on the Company’s
intranet or website or the online brokerage account system.
	 
	 	15.	 	[Value of Options: The optionee understands and agrees that the
Company and any Subsidiary are neither responsible for any foreign
exchange fluctuation between the optionee’s local currency and the
United States Dollar that may affect the value of his option nor
liable for any decrease in the value of Stock or this option.]
	 
	 	16.	 	Employment Relationship: This option does not confer upon the optionee
any right to continued employment with the Company or a Subsidiary,
nor does it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of the optionee at any time.
	 
	 	 	 	Nothing contained in this certificate is intended to constitute or
create a contract of employment, nor shall this certificate constitute
or create the right to remain associated with or in the employ of the
Company or a Subsidiary for any particular period of time.
Furthermore, this certificate, the Plan, and any other Plan documents
are not part of the optionee’s employment contract, if any, and do not
guarantee either the optionee’s right to receive any future grants
under the Plan or the inclusion of the value of any grants in the
calculation of severance payments, if any, upon termination of
employment.
	 
	 	17.	 	Compliance with Law: [Notwithstanding anything to the contrary herein,
the Company shall not be obligated to issue any Stock pursuant to any
option, at any time, if the offering of the Stock covered by such
option, or the exercise of an option by the optionee, violates or is
not in compliance with any laws, rules or regulations of the United
States or any state or country.]
	 
	 	 	 	The laws of the country in which the optionee is working at the time
of grant, vesting, and/or exercise of this option (including any rules
or regulations governing securities, foreign exchange, tax, labor or
other matters) may restrict or prevent exercise of this option or may
subject the optionee to additional procedural or regulatory
requirements for which the optionee is solely responsible and that the
optionee will have to independently fulfill in relation to the
exercise of this option.
	 
	 	 	 	[Without limiting the foregoing, the optionee acknowledges and agrees
that, unless otherwise provided by the Committee, this option and all
options previously granted to optionee pursuant the Plan shall be
subject to the terms of the Company’s Stock Incentive Plan Rules for
UK Employees, as amended from time to time.]
	 
	 	18.	 	Governing Law: Except as otherwise expressly provided in the Plan (i)
the Plan is administered in the United States and these Terms and
Conditions shall be governed by and interpreted, construed, and
enforced in accordance with the laws of the Commonwealth of
Massachusetts without regard to its or any other jurisdiction’s
conflicts of laws provisions and (ii) for purposes of resolving any
dispute that may arise directly or indirectly from these Terms and
Conditions, the parties hereby submit and consent to the exclusive
jurisdiction of the United States and agree that any litigation shall
be conducted only in the United States District Court for the District
of Massachusetts or a court of the Commonwealth of Massachusetts.
	 
	 	19.	 	Other Terms: The provisions of this certificate are severable, and if
any one or more of the provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.




 









 











	 	 	 	 	 
	 	THE TJX COMPANIES, INC.

 	 
	 	BY:  	
 	 
	 	 	[Title] 	 
	 	 	 	 
	 


Accepted: ____________________