Attached files

file filename
10-Q - THE TJX COMPANIES, INC. - TJX COMPANIES INC /DE/b77180e10vq.htm
EX-10.1 - EX-10.1 LETTER AGREEMENT DATED AS OF SEPTEMBER 17, 2009 WITH ERNIE HERRMAN - TJX COMPANIES INC /DE/b77180exv10w1.htm
EX-12.1 - EX-12.1 FORM OF NON-QUALIFIED STOCK OPTION CERTIFICATE GRANTED UNDER THE STOCK INCENTIVE PLAN FOR CERTAIN EXECUTIVES - TJX COMPANIES INC /DE/b77180exv12w1.htm
EX-31.2 - EX-31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - TJX COMPANIES INC /DE/b77180exv31w2.htm
EX-32.2 - EX-32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - TJX COMPANIES INC /DE/b77180exv32w2.htm
EX-31.1 - EX-31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - TJX COMPANIES INC /DE/b77180exv31w1.htm
EX-32.1 - EX-32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - TJX COMPANIES INC /DE/b77180exv32w1.htm
Exhibit 12.2
THE TJX COMPANIES, INC.
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 under the Company’s Stock Incentive Plan (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. Terms defined in the Plan are used in these Terms and Conditions as so defined.
The stock option award letter outlines the number of option shares granted and option price.
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.
 
4.   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
5.   Partial Acceleration of Exercisability Upon Death and Disability: Subject to Paragraph 4 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.
 
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 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.
 
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 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.