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Target Corp – ‘10-Q’ for 7/30/11 – ‘EX-10.AA’

On:  Thursday, 8/25/11, at 9:36am ET   ·   For:  7/30/11   ·   Accession #:  1104659-11-48645   ·   File #:  1-06049

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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

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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 


‘EX-10.AA’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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

 

1



 

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.

 

2



 

IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to be executed by their duly authorized officers this        day of               , 2011.

 

COMPANY

TRUSTEE

 

 

 

 

 

 

 

By

 

 

By

 

 

 

 

 

 

Name:

 

 

Name:

 

 

 

 

 

 

Title:

 

 

Title:

 

 

3



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/25/11
For Period end:7/30/11
6/8/114,  8-K,  DEF 14A
1/1/09
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
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Filing Submission 0001104659-11-048645   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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