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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/25/11 Target Corp 10-Q 7/30/11 69:14M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 922K 10: EX-10.AA Material Contract HTML 33K 2: EX-10.B Material Contract HTML 177K 3: EX-10.C Material Contract HTML 137K 4: EX-10.D Material Contract HTML 139K 5: EX-10.E Material Contract HTML 131K 6: EX-10.F Material Contract HTML 118K 7: EX-10.G Material Contract HTML 289K 8: EX-10.I Material Contract HTML 159K 9: EX-10.J Material Contract HTML 123K 11: EX-12 Statement re: Computation of Ratios HTML 52K 12: EX-31.A Certification -- §302 - SOA'02 HTML 25K 13: EX-31.B Certification -- §302 - SOA'02 HTML 26K 14: EX-32.A Certification -- §906 - SOA'02 HTML 21K 15: EX-32.B Certification -- §906 - SOA'02 HTML 21K 26: R1 Consolidated Statements of Operations HTML 86K 64: R2 Consolidated Statements of Financial Position HTML 124K 22: R3 Consolidated Statements of Financial Position HTML 27K (Parenthetical) 23: R4 Consolidated Statements of Cash Flows HTML 119K 56: R5 Consolidated Statements of Shareholders' Equity HTML 84K 41: R6 Consolidated Statements of Shareholders' Equity HTML 33K (Parenthetical) 60: R7 Accounting Policies HTML 30K 34: R8 Earnings Per Share HTML 58K 42: R9 Canadian Leasehold Acquisition HTML 26K 45: R10 Fair Value Measurements HTML 269K 52: R11 Credit Card Receivables HTML 154K 28: R12 Commitments and Contingencies HTML 25K 40: R13 Notes Payable and Long-Term Debt HTML 25K 36: R14 Derivative Financial Instruments HTML 50K 38: R15 Income Taxes HTML 26K 61: R16 Share Repurchase HTML 76K 33: R17 Pension, Postretirement Health Care and Other HTML 118K Benefits 51: R18 Segment Reporting HTML 203K 37: R19 Earnings Per Share (Tables) HTML 54K 63: R20 Fair Value Measurements (Tables) HTML 256K 53: R21 Credit Card Receivables (Tables) HTML 150K 57: R22 Derivative Financial Instruments (Tables) HTML 40K 24: R23 Share Repurchase (Tables) HTML 77K 59: R24 Pension, Postretirement Health Care and Other HTML 110K Benefits (Tables) 32: R25 Segment Reporting (Tables) HTML 199K 27: R26 Accounting Policies (Details) HTML 25K 29: R27 Earnings Per Share (Details) HTML 55K 47: R28 Canadian Leasehold Acquisition (Details) HTML 41K 55: R29 Fair Value Measurements (Details) HTML 49K 50: R30 Fair Value Measurements (Details 2) HTML 30K 44: R31 Fair Value Measurements (Details 3) HTML 38K 39: R32 Credit Card Receivables (Details) HTML 35K 48: R33 Credit Card Receivables (Details 2) HTML 29K 62: R34 Credit Card Receivables (Details 3) HTML 36K 35: R35 Credit Card Receivables (Details 4) HTML 49K 65: R36 Commitments and Contingencies (Details) HTML 27K 69: R37 Notes Payable and Long-Term Debt (Details) HTML 35K 31: R38 Derivative Financial Instruments (Details) HTML 39K 54: R39 Income Taxes (Details) HTML 24K 43: R40 Share Repurchase (Details) HTML 41K 49: R41 Pension, Postretirement Health Care and Other HTML 46K Benefits (Details) 46: R42 Pension, Postretirement Health Care and Other HTML 50K Benefits (Details 2) 30: R43 Segment Reporting (Details) HTML 68K 58: R44 Segment Reporting (Details 2) HTML 26K 68: R45 Document and Entity Information HTML 39K 66: XML IDEA XML File -- Filing Summary XML 87K 67: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.81M 16: EX-101.INS XBRL Instance -- tgt-20110730 XML 2.37M 18: EX-101.CAL XBRL Calculations -- tgt-20110730_cal XML 264K 21: EX-101.DEF XBRL Definitions -- tgt-20110730_def XML 1.03M 19: EX-101.LAB XBRL Labels -- tgt-20110730_lab XML 4.03M 20: EX-101.PRE XBRL Presentations -- tgt-20110730_pre XML 1.80M 17: EX-101.SCH XBRL Schema -- tgt-20110730 XSD 360K 25: ZIP XBRL Zipped Folder -- 0001104659-11-048645-xbrl Zip 273K
Exhibit (10)AA
Amendment
to
Target Corporation Deferred Compensation Trust Agreement
(As Amended and Restated Effective January 1, 2009)
This Amendment is made to the Target Corporation Deferred Compensation Trust Agreement (As Amended and Restated Effective January 1, 2009) (the “Trust Agreement”), effective as of June 8, 2011, by and between Target Corporation, a Minnesota corporation (the “Company”) and State Street Bank and Trust Company (the “Trustee”).
WHEREAS, the Company desires to amend the definition of “Change of Control” under the Trust Agreement to conform such definition to the definition of “change in control” adopted by the Company on June 8, 2011 under its equity incentive plan.
NOW, THEREFORE, the parties hereby amend the Trust Agreement as follows:
1. Section 13(d) is amended and restated to read as follows:
(d) For purposes of this Trust, a “Change of Control” means one of the following:
(1) Individuals who are Continuing Directors cease for any reason to constitute 50% or more of the directors of the Company; or
(2) 30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by any Person, other than an entity resulting from a Business Combination in which clauses (x) and (y) of Section 13(d)(3) apply; or
(3) the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one
or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no Person beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity); or
(4) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.
For purposes of this Section 13(d):
“Continuing Director” means an individual (A) who is, as of June 8, 2011, a director of the Company, or (B) who becomes a director of the Company after June 8, 2011 and whose initial appointment, or nomination for election by the Company’s shareholders, was approved by at least a majority of the then Continuing Directors; provided, however, that any individual whose initial assumption of office occurs as a result of either an actual or threatened contested election by any Person (other than the Board of Directors) seeking the election of such nominee in which the number of nominees exceeds the number of directors to be elected shall not be a Continuing Director;
“Person” means any individual, firm, corporation or other entity and shall include any group comprised of any person and any other person with whom such person or any affiliate or associate (as defined in Rule 14a-1(a) of the Exchange Act) of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of any capital stock of the Company;
“Voting Stock” means all then-outstanding capital stock of the Company entitled to vote generally in the election of directors of the Company; and
“Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time, and the regulations promulgated thereunder.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed by their duly authorized officers this day of , 2011.
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/25/11 | |||
For Period end: | 7/30/11 | |||
6/8/11 | 4, 8-K, DEF 14A | |||
1/1/09 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Target Corp. 10-K 2/03/24 131:11M 3/08/23 Target Corp. 10-K 1/28/23 127:12M 3/09/22 Target Corp. 10-K 1/29/22 124:11M 3/10/21 Target Corp. 10-K 1/30/21 130:12M |