EX-10.5



 Exhibit 10.5 

Standard Award Document 

THE TJX COMPANIES, INC. 

FORM OF NON-QUALIFIED STOCK OPTION TERMS AND CONDITIONS 

GRANTED UNDER THE COMPANY’S STOCK INCENTIVE PLAN 

Series [    ] 
 These
terms and conditions (“Terms and Conditions”) apply to your non-qualified stock option to purchase shares of Common Stock, $1.00 par value, of The TJX Companies, Inc. (the “Company”) granted to you (“you” or
“optionee”) under the Company’s Stock Incentive Plan (as supplemented by any applicable sub-plan, the “Plan”). Capitalized terms that are used and that are not defined herein will have the meanings given to them in the Plan.
Your option is subject to the terms and conditions of the Plan, the provisions of which, as from time to time amended, are incorporated into these Terms and Conditions. By accepting your option, you agree to these Terms and Conditions, including
without limitation any applicable country-specific terms and conditions in the attached Addendum. 
 Please note that the local laws applicable to your
option may change from time to time. You are advised to seek your own professional legal, tax, and financial advice in connection with this option grant and your acceptance of it. The Company is not providing any tax, legal, or financial advice, nor
is the Company making any recommendation regarding your acceptance or exercise of this grant or the sale of shares received under the Plan. 
 The number of
shares of Company stock subject to this option, the option price, and other important information has been made available to you through the Plan’s recordkeeping system. For any questions about the Plan’s recordkeeping system, please
contact TJX Total Rewards at . 
  

	1.	Date of Grant: 

  

	2.	Expiration Date: 

  

	3.	Exercise of Option: 

 This option may be exercised to the extent it has become
exercisable at any time prior to the Expiration Date, subject to these Terms and Conditions. The option price may be payable as specified by the Company in its discretion in accordance with Section 6(c) of the Plan or any successor provision.

  

	4.	Termination of Employment: In the event of the termination of employment of the optionee, 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 time of such termination (except as otherwise indicated below): 

  

			
	 Reason for Termination
	  	 Subsequent Maximum Period for Exercise

	 	  	 
	 	  	 

  

	5.	Partial Acceleration of Exercisability Upon Death and Disability: Subject to Paragraph 4 above, in the event of the termination of employment of the optionee due to the death or Disability of the optionee, this
option shall be exercisable as to the number of shares for which it could have been exercised immediately prior to such termination 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 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 occurs within three months after the
grant of this option. 

  

	6.	Change of Control: This option unless previously terminated or expired shall automatically become fully exercisable upon the occurrence of a Change of Control. 









	7.	Automatic Settlement 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), 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. This Paragraph 7 is subject to the terms of any applicable sub-plan. The optionee hereby acknowledges that tax and other legal requirements must be met prior to any settlement of options
under this Paragraph 7 and hereby consents to any tax or other consequences that may arise in connection with this Paragraph 7. 

  

	8.	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. 

  

	9.	Withholding: No shares will be delivered pursuant to the exercise or automatic settlement of this option unless and until the person exercising the option has paid to the Company, or has made arrangements
satisfactory to the Company regarding payment of, any taxes, social contributions or other applicable amounts that are required to be withheld or that otherwise may be due (as determined by the Company in its sole discretion) as a consequence of
such exercise or automatic settlement or other taxable event in relation to this option. The optionee consents to any withholding that the Company may deem necessary or appropriate of such amounts, including from payroll, as the Company may
determine, and the payment of any such amounts to the relevant tax or other authorities by the Company or Subsidiary. The optionee understands that any individual tax, social contribution, or other liability that may arise in relation to this option
is solely the optionee’s (and not the Company’s or Subsidiary’s) responsibility and that such liability may exceed any amounts withheld. The optionee further understands that the optionee is solely responsible for filing any relevant
documentation that may be required in relation to this option and any individual taxes, including but not limited to personal income tax returns or reporting statements. 


 

	10.	Data Privacy: In order to perform its obligations under the Plan or for the implementation and administration of the Plan, the Company may collect, transfer, use, process, or hold certain personal 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 data in
connection with this or any other equity award. Refusal or withdrawal of consent may affect the optionee’s ability to participate in the Plan or to realize benefits from the option. At all times the Company shall maintain the confidentiality of
the optionee’s personal 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.


  

	11.	Mode of Communications: By accepting this option, the optionee agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that
the Company or Subsidiary may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications, and to
participate in the Plan through an online system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and
conditions. 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. To the extent the optionee has been
provided with a copy of these Terms and Conditions, the Plan, or any other documents relating to this grant in a language other than English, the English language document will prevail in case of any ambiguity or divergence resulting from the
translation of such documents. 

  

	12.	Foreign Exchange Restrictions: The optionee understands and agrees that neither the Company nor any Subsidiary is responsible or liable for (i) any foreign exchange fluctuation between the optionee’s
local currency (if applicable) and the United States Dollar (or the selection by the Company or Subsidiary of any applicable foreign exchange rate it may determine in its discretion to be appropriate) that may affect the value of this option or the
calculated income thereunder, or any related taxes or other amounts, or (ii) any decrease in the value of Stock or this option. The optionee understands and agrees that any cross-border remittance made to exercise this option or transfer
proceeds received upon the sale of Stock must be made through a locally authorized financial institution or registered foreign exchange agency and that the optionee will be solely responsible for satisfying any requirements to provide such entity
with certain information regarding the transaction. 









	13.	No Employment Rights or Other Entitlements: The optionee agrees that any awards under the Plan, including this option and these Terms and Conditions, do not confer upon the optionee any right to continued
employment with the Company or a Subsidiary, nor do they 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 these Terms and Conditions shall be deemed to
constitute or create a contract of employment, nor shall these Terms and Conditions 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 grant
is made solely at the discretion of the Company, and these Terms and Conditions, the Plan, and any other Plan documents (i) are not part of the optionee’s employment contract, if any, and (ii) 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. 


 

	14.	Compliance with Law: Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Stock pursuant to this option, at any time, if the offering of the Stock covered by this
option, or the exercise of this 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. Furthermore, the optionee understands that, to the extent applicable, the laws
of the country in which he/she 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 he/she is solely responsible for and will have to independently fulfill in relation to this option, and that sales of Stock may be subject to restrictions under
United States federal securities laws, and the laws, rules or regulations of any other relevant federal, state or local jurisdiction, and under Company policies including insider trading policies and procedures. Summaries of potentially applicable
legal restrictions furnished in connection with the Plan, including in the Addendum attached hereto and in the Prospectus for the Plan and the stock option program thereunder, are not intended to be exhaustive, and the optionee acknowledges that
other rules may apply. The Company reserves the right to impose other requirements on optionee’s participation in the Plan, stock option awards thereunder, and any Stock acquired under the Plan, to the extent the Company determines it is
necessary or advisable to comply with applicable law or facilitate the administration of the Plan. 

  

	15.	Governing Law and Forum: The optionee acknowledges that 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. 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 Commonwealth of Massachusetts in 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. 

  

	16.	Other Terms: The provisions of these Terms and Conditions 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. To the extent applicable, the country-specific terms and conditions in the attached Addendum shall apply to this option.