Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.26M
2: EX-4.D Instrument Defining the Rights of Security Holders HTML 42K
3: EX-10.A Material Contract HTML 47K
4: EX-10.J Material Contract HTML 201K
5: EX-10.S Material Contract HTML 39K
6: EX-10.U Material Contract HTML 60K
7: EX-10.V Material Contract HTML 61K
8: EX-10.W Material Contract HTML 61K
9: EX-21 Subsidiaries List HTML 31K
10: EX-23 Consent of Expert or Counsel HTML 35K
11: EX-24 Power of Attorney HTML 70K
12: EX-31.A Certification -- §302 - SOA'02 HTML 36K
13: EX-31.B Certification -- §302 - SOA'02 HTML 36K
14: EX-32.A Certification -- §906 - SOA'02 HTML 33K
15: EX-32.B Certification -- §906 - SOA'02 HTML 33K
22: R1 Cover Page HTML 95K
23: R2 Consolidated Statements of Operations HTML 118K
24: R3 Consolidated Statements of Comprehensive Income HTML 51K
25: R4 Consolidated Statements of Financial Position HTML 118K
26: R5 Consolidated Statements of Financial Position HTML 48K
(Parenthetical)
27: R6 Consolidated Statements of Cash Flows HTML 123K
28: R7 Consolidated Statements of Shareholders' HTML 77K
Investment
29: R8 Consolidated Statements of Shareholders' HTML 33K
Investment (Parenthetical)
30: R9 Summary of Accounting Policies HTML 38K
31: R10 Coronavirus (Covid-19) HTML 35K
32: R11 Revenues HTML 70K
33: R12 Cost of Sales and Selling, General and HTML 38K
Administrative Expenses
34: R13 Consideration Received from Vendors HTML 35K
35: R14 Advertising Costs HTML 34K
36: R15 Fair Value Measurements HTML 58K
37: R16 Cash and Cash Equivalents HTML 42K
38: R17 Inventory HTML 34K
39: R18 Other Current Assets HTML 39K
40: R19 Property and Equipment HTML 38K
41: R20 Other Noncurrent Assets HTML 38K
42: R21 Goodwill and Intangible Assets HTML 34K
43: R22 Accrued and Other Current Liabilities HTML 45K
44: R23 Commitments and Contingencies HTML 38K
45: R24 Commercial Paper and Long-Term Debt HTML 64K
46: R25 Derivative Financial Instruments HTML 47K
47: R26 Leases HTML 157K
48: R27 Income Taxes HTML 95K
49: R28 Other Noncurrent Liabilities HTML 42K
50: R29 Share Repurchase HTML 40K
51: R30 Share-Based Compensation HTML 80K
52: R31 Defined Contribution Plans HTML 46K
53: R32 Pension Plans HTML 156K
54: R33 Accumulated Other Comprehensive Loss HTML 48K
55: R34 Summary of Accounting Policies (Policies) HTML 110K
56: R35 Revenues (Tables) HTML 64K
57: R36 Fair Value Measurements (Tables) HTML 60K
58: R37 Cash and Cash Equivalents (Tables) HTML 40K
59: R38 Other Current Assets (Tables) HTML 39K
60: R39 Property and Equipment (Tables) HTML 35K
61: R40 Other Noncurrent Assets (Tables) HTML 39K
62: R41 Accrued and Other Current Liabilities (Tables) HTML 45K
63: R42 Commercial Paper and Long-Term Debt (Tables) HTML 68K
64: R43 Derivative Financial Instruments (Tables) HTML 45K
65: R44 Leases (Tables) HTML 113K
66: R45 Income Taxes (Tables) HTML 97K
67: R46 Other Noncurrent Liabilities (Tables) HTML 42K
68: R47 Share Repurchase (Tables) HTML 40K
69: R48 Share-Based Compensation (Tables) HTML 79K
70: R49 Defined Contribution Plans (Tables) HTML 43K
71: R50 Pension Plans (Tables) HTML 163K
72: R51 Accumulated Other Comprehensive Loss (Tables) HTML 48K
73: R52 Coronavirus (Covid-19) (Details) HTML 40K
74: R53 Revenues - Disaggregation of Revenue (Details) HTML 58K
75: R54 Revenues - Narrative (Details) HTML 49K
76: R55 Revenues - Gift Card Liability Activity (Details) HTML 37K
77: R56 Advertising Costs (Details) HTML 33K
78: R57 Fair Value Measurements - Schedule of Fair Value HTML 49K
Measurements - Recurring Basis (Details)
79: R58 Fair Value Measurements - Schedule of Significant HTML 37K
Financial Instruments not Measured at Fair Value
(Details)
80: R59 Fair Value Measurements - Narrative (Details) HTML 35K
81: R60 Cash and Cash Equivalents - Narrative (Details) HTML 40K
82: R61 Cash and Cash Equivalents - Schedule of Cash and HTML 42K
Cash Equivalents (Details)
83: R62 Other Current Assets (Details) HTML 41K
84: R63 Property and Equipment (Details) HTML 51K
85: R64 Other Noncurrent Assets (Details) HTML 39K
86: R65 Goodwill and Intangible Assets - Goodwill HTML 37K
(Details)
87: R66 Goodwill and Intangible Assets - Intangible Assets HTML 60K
(Details)
88: R67 Accrued and Other Current Liabilities (Details) HTML 55K
89: R68 Commitments and Contingencies (Details) HTML 47K
90: R69 Commercial Paper and Long-Term Debt - Schedule of HTML 59K
Carrying Value and Maturities of Debt Portfolio
(Details)
91: R70 Commercial Paper and Long-Term Debt - Schedule of HTML 44K
Required Principal Payments (Details)
92: R71 Commercial Paper and Long-Term Debt - Narrative HTML 76K
(Details)
93: R72 Commercial Paper and Long-Term Debt - Schedule of HTML 41K
Commercial Paper (Details)
94: R73 Derivative Financial Instruments - Narrative HTML 45K
(Details)
95: R74 Derivative Financial Instruments - Effect of HTML 37K
Hedges On Debt (Details)
96: R75 Derivative Financial Instruments - Effect of HTML 38K
Hedges on Net Interest Expense (Details)
97: R76 Leases - Narrative (Details) HTML 39K
98: R77 Leases - Lease Assets and Liabilities (Details) HTML 62K
99: R78 Leases - Lease Cost (Details) HTML 47K
100: R79 Leases - Maturity of Lease Liabilities (Details) HTML 92K
101: R80 Leases - Lease Term and Discount Rate (Details) HTML 42K
102: R81 Leases - Other Information (Details) HTML 38K
103: R82 Income Taxes - Narrative (Details) HTML 47K
104: R83 Income Taxes - Schedule of Tax Rate Reconciliation HTML 52K
- Continuing Operations (Details)
105: R84 Income Taxes - Schedule of Provision for Income HTML 59K
Taxes (Details)
106: R85 Income Taxes - Schedule of Net Deferred Tax HTML 63K
Asset/(Liability) (Details)
107: R86 Income Taxes - Schedule of Reconciliation of HTML 43K
Liability for Unrecognized Tax Benefits (Details)
108: R87 Other Noncurrent Liabilities (Details) HTML 48K
109: R88 Share Repurchase (Details) HTML 38K
110: R89 Share-Based Compensation - Narrative (Details) HTML 74K
111: R90 Share-Based Compensation - Schedule of Restricted HTML 66K
Stock Activity and Performance Share Unit Activity
(Details)
112: R91 Share-Based Compensation - Schedule of Stock HTML 63K
Option Activity (Details)
113: R92 Share-Based Compensation - Schedule of Stock HTML 38K
Option Exercises (Details)
114: R93 Defined Contribution Plans (Details) HTML 55K
115: R94 Pension Plans - Schedule of Recognition of HTML 45K
Funded/(Underfunded) Status (Details)
116: R95 Pension Plans - Schedule of Estimated Future HTML 44K
Benefit Payments (Details)
117: R96 Pension Plans - Schedule of Net Pension Benefit HTML 53K
Expense (Details)
118: R97 Pension Plans - Schedule of Benefit Obligation HTML 38K
Weighted Average Assumptions (Details)
119: R98 Pension Plans - Schedule of Net Periodic Benefit HTML 41K
Expense Weighted Average Assumptions (Details)
120: R99 Pension Plans - Narrative (Details) HTML 61K
121: R100 Pension Plans - Schedule of Change in Projected HTML 55K
Benefit Obligation (Details)
122: R101 Pension Plans - Schedule of Change in Plan Assets HTML 53K
(Details)
123: R102 Pension Plans - Schedule of Asset Category HTML 53K
(Details)
124: R103 Pension Plans - Schedule of Fair Value HTML 61K
Measurements (Details)
125: R104 Pension Plans - Schedule of Amounts in Accumulated HTML 42K
Other Comprehensive Income (Details)
126: R105 Accumulated Other Comprehensive Loss (Details) HTML 63K
128: XML IDEA XML File -- Filing Summary XML 227K
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127: EXCEL IDEA Workbook of Financial Reports XLSX 129K
17: EX-101.CAL XBRL Calculations -- tgt-20210130_cal XML 360K
18: EX-101.DEF XBRL Definitions -- tgt-20210130_def XML 625K
19: EX-101.LAB XBRL Labels -- tgt-20210130_lab XML 2.22M
20: EX-101.PRE XBRL Presentations -- tgt-20210130_pre XML 1.22M
16: EX-101.SCH XBRL Schema -- tgt-20210130 XSD 235K
129: JSON XBRL Instance as JSON Data -- MetaLinks 519± 762K
130: ZIP XBRL Zipped Folder -- 0000027419-21-000010-xbrl Zip 659K
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”)
by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2020 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.
1. Definitions. Except as otherwise provided in this Agreement, the defined terms used in this Agreement shall have the same meaning as in the Plan. The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.
2. Grant of RSUs.
Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Team Member the number of RSUs set forth in the Award Letter.
3. Vesting Schedule.
(a) Subject to Section 3(b), [XX] of the Shares issuable under the RSUs shall vest on the first anniversary of the Grant Date and on each succeeding anniversary of the Grant Date until all of the Shares have been issued (after the [XX] anniversary of the Grant Date).
(b) Notwithstanding Section 3(a), the Shares issuable under the RSUs shall vest on the earlier of: (i) the date that the conditions for
an Accelerated Vesting Event set forth in Section 4 are satisfied, in which case, all of the outstanding unvested RSUs shall become vested; or (ii) as specified in Section 5.
(c) Each date of vesting is referred to as a “Vesting Date”. All vested RSUs shall be paid out as provided in Section 10, in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the Team Member may be required to enter pursuant to Sections 4 or 5. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion.
4. Accelerated Vesting Events. Upon the occurrence of one of
the following events (each, an “Accelerated Vesting Event”), the outstanding unvested RSUs subject to this Agreement shall vest as provided below:
(a) Retirement. If the Retirement Conditions are satisfied any outstanding unvested RSUs shall vest in full as of the date the last of the Retirement Conditions is satisfied, as applicable. The “Retirement Conditions” are: (i) the Team Member attaining age 55 and completing at least 5 years of Service (which 5 years need not be continuous) on or prior to the Team Member’s voluntary termination of Service, (ii) the Company receiving a valid unrevoked Release Agreement from the Team Member, and (iii) the
Team Member must have commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Team Member’s consideration of termination at least six months prior to the Team Member’s voluntary termination of Service.
(b) Death. In the case of the Team Member’s death prior to the Team Member’s termination of Service, any outstanding unvested RSUs shall vest in full as of the date of the Team Member’s death.
(c) Disability. In the case of the Team Member’s Disability prior to the Team Member’s termination of Service, any outstanding unvested RSUs shall vest in full as of the date of
the Team Member’s Disability.
5. Change in Control. If a Change in Control occurs and the Award is assumed or replaced pursuant to Section 11(b)(1) of the Plan, the Award will continue to be subject to the Vesting Schedule provided in Section 3. Notwithstanding the foregoing, if within two years after a Change in Control and prior to the [XX] anniversary of the Grant Date, the Team Member’s Service terminates voluntarily by the Team Member for Good Reason or involuntarily without Cause, and provided that the Company has received a valid unrevoked Release Agreement from the Team Member, then any outstanding unvested RSUs subject to this Agreement shall vest in full as of the date of the Team Member’s termination of Service.
6. Cause.
Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Team Member’s Service was terminated in whole or in part for Cause, all of the RSUs subject to the Award that have not previously been converted to Shares shall terminate immediately and the Team Member shall have no rights hereunder.
7. Other Termination; Changes of Service. If at any time prior to the [XX] anniversary of the Grant Date the Team Member’s Service is terminated involuntarily (even if the Team Member has satisfied the Retirement Conditions related to age and service), for Cause, or for any other reason not meeting all the conditions specified in Sections 4(b), 4(c) or 5, all of the outstanding unvested RSUs subject to the Award shall terminate effective as of the date of termination of Service
and the Team Member shall have no rights hereunder. Service shall not be deemed terminated in the case of (a) any approved leave of absence, or (b) transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination of Service shall occur if (i) the relationship the Team Member had with the Company or a Subsidiary at the Grant Date terminates, even if the Team Member continues in another Service Provider capacity with the Company or a Subsidiary, or (ii) the Team Member experiences a “separation from service” within the meaning of Code Section 409A.
2.
8. Restrictive
Covenant. By accepting the Award, the Team Member specifically agrees to the restrictive covenant contained in this Section 8 (the “Restrictive Covenant”) and the Team Member agrees that the Restrictive Covenant and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company.
(a) Non-Solicitation. The Team Member agrees that for the period beginning on the Grant Date and ending on the date that is one year following the Team Member’s termination of Service, the Team Member will not recruit for employment directly or indirectly, any employee of the Company with whom the Team Member worked, or
about whom the Team Member possesses any Company personnel information.
(b) Remedies. The Team Member agrees that immediate irreparable damage will result to Company if the Team Member breaches the Restrictive Covenant set forth in this Agreement. Therefore, in the event the Team Member breaches this Agreement, whether directly or indirectly, the Team Member consents to specific enforcement of this Agreement through an injunction or restraining order. Injunctive relief shall be awarded in addition to any other remedies or damages available at law or in equity. The Team Member specifically agrees that the Company is entitled to the attorneys’ fees and expenses the Company
incurs to enforce this Agreement, and that the Team Member is responsible for paying the Company’s costs and attorneys’ fees incurred as a result of enforcing any provisions of this Agreement.
(c) Recovery. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Team Member has breached the Restrictive Covenant, the Company may take one or more of the following actions with respect to the Award:
(i) immediately terminate all of the RSUs subject to the Award that have not previously been converted to Shares, and
the Team Member shall have no rights hereunder; and
(ii) require repayment of all or any portion of the amounts realized or received by the Team Member resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award.
9. Dividend Equivalents. The Team Member shall have the right to receive additional RSUs with a value equal to the regular cash dividend paid on one Share for each RSU held pursuant to this Agreement prior to the conversion of RSUs and issuance of Shares pursuant to Section 10. The number of additional RSUs to be received as dividend equivalents for each RSU held shall be determined by dividing the cash dividend per share by the Fair Market Value of one Share on the dividend payment date; provided, however, that for purposes of avoiding the issuance of fractional
RSUs, on each dividend payment date the additional RSUs issued as dividend equivalents shall be rounded up to the nearest whole number. All such additional RSUs received as dividend equivalents shall be subject to forfeiture in the same manner and to the same extent as the original RSUs granted hereby, and shall be converted into Shares on the basis and at the time set forth in Section 10 hereof.
3.
10. Conversion of RSUs and Issuance of Shares.
(a) Timing. Vested RSUs shall be converted to Shares and shall be issued within 90 days following the earliest to occur of (i) each anniversary of the Grant Date,
(ii) the Team Member’s “separation from service” as such term is defined for purposes of Code Section 409A, (iii) the Team Member’s death, or (iv) the Team Member’s Disability (as determined by the Committee in its sole discretion, provided such determination complies with the definition of disability under Code Section 409A).
(b) Limitation for Specified Employees. If any Shares shall be issuable with respect to the RSUs as a result of the Team Member’s “separation from service” at such time as the Team Member is a “specified employee” within the meaning of Code Section 409A, then no Shares shall be issued, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Team Member’s “separation from service”, or (ii) the Team Member’s
death.
(c) Unvested RSUs. All of the RSUs subject to the Award that are unvested as of the time the vested RSUs are converted and Shares are issued under Section 10(a)(ii) shall terminate immediately and the Team Member shall have no rights hereunder with respect to those unvested RSUs.
(d) Code Section 409A. The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed or required under Code Section 409A. Payment of amounts under this Agreement are intended to comply with the requirements of Code Section 409A and this Agreement shall in all respects be administered and construed to give effect to such intent.
11. Taxes.
The Team Member acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Team Member’s responsibility and may exceed the amount actually withheld by the Company and/or a Subsidiary to which the Team Member is providing Service (the “Service Recipient”) and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting and/or conversion of the RSUs and issuance of Shares; (ii) do not commit and are under no obligation
to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Team Member’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Team Member has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Team Member if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.
The Team Member authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company
reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the Team Member the highest number of whole
4.
Shares that the Company determines has a value less than or equal to the aggregate applicable Tax-Related Items. In lieu thereof, the Team Member may elect at the time of conversion of the RSUs such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Team Member’s Tax-Related Items.
12. Limitations
on Transfer. The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Team Member other than pursuant to the terms of the Plan.
13. Recoupment Provision. In the event of intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company’s consolidated financial statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Human Resources & Compensation Committee of the Board in its sole discretion,
and the Team Member shall be bound by such determination:
(a) cancel all or a portion of the RSUs, whether vested or unvested, including any dividend equivalents related to the Award; and
(b) require repayment of all or any portion of the amounts realized or received by the Team Member resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award.
The term “restatement” shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term “intentional misconduct” shall be limited to conduct that the Human Resources & Compensation Committee or its delegate determines indicates an intentional violation of law, an
intentional violation of the Company’s Code of Ethics (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Team Member.
The Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Team Member under any of the Company’s deferred
compensation plans to the extent permitted under Code Section 409A. This Section 13 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
14. No Employment Rights. Nothing in this Agreement, the Plan or the Award Letter shall confer upon the Team Member any right to continued Service with the Company or any Subsidiary, as applicable, nor shall it interfere with or limit in any way any right of the Company or any Subsidiary, as applicable, to terminate the Team Member’s Service at any time with or without Cause or change the Team Member’s compensation, other benefits, job responsibilities or title provided in compliance with applicable local
laws and permitted under the terms of the Team Member’s service contract, if any.
(a) The Team Member’s rights to vest in the RSUs or receive Shares after termination of Service shall be determined pursuant to Sections 3 through 10. Those rights and
5.
the Team Member’s date of termination of Service will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar notice period pursuant to local law).
(b) This
Agreement, the Plan and the Award Letter are separate from, and shall not form, any part of the contract of Service of the Team Member, or affect any of the rights and obligations arising from the Service relationship between the Team Member and the Company and/or the Service Recipient.
(c) No Service Provider has a right to participate in the Plan. All decisions with respect to future grants, if any, shall be at the sole discretion of the Company and/or the Service Recipient.
(d) The Team Member will have no claim or right of action in respect of any
decision, omission or discretion which may operate to the disadvantage of the Team Member.
15. Nature of Grant. In accepting the grant, the Team Member acknowledges, understands, and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal;
(b) the
RSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;
(c) in no event should the RSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any pension rights or compensation;
(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty;
(e) the
Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Team Member’s participation in the Plan or the RSUs;
(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Team Member’s Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the RSUs to which the Team Member is otherwise not entitled, the Team Member irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Team Member’s ability, if any, to bring any such claim, and (iii) releases the
Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is
6.
allowed by a court of competent jurisdiction, then, by participating in the Plan, the Team Member shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;
(g) this Agreement is not a condition of the Team Member’s employment or continued employment; and
(h) the Team Member is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the
Plan before taking any action related to the RSUs or the Plan.
16. Governing Law; Venue; Jurisdiction; Severability. To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the District of Minnesota, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be
the courts of the State of Minnesota located in Hennepin County, and the Team Member, as a condition of this Agreement, consents to the personal jurisdiction of that court. If any provision of this Agreement, the Award Letter or the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, the Award Letter or the Plan, and the Agreement, the Award Letter and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
17. Currencies and Dates. Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.
18. Survival. The
Team Member agrees that the terms of Sections 8 and 13 shall survive the Team Member’s termination of Service and any conversion of the Award into Shares.
19. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Team Member’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Team Member to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
20. Plan
and Award Letter Incorporated by Reference; Electronic Delivery. The Plan, as hereafter amended from time to time, and the Award Letter shall be deemed to be incorporated into this Agreement and are integral parts hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. This Agreement, the Plan and the Award Letter embody the entire agreement and understanding between the Company and the Team Member pertaining to this grant of RSUs and supersede all prior agreements and understandings (oral or written)
7.
between them relating to the subject
matter hereof. The Company or a third party designated by the Company may deliver to the Team Member by electronic means any documents related to his or her participation in the Plan. The Team Member acknowledges receipt of a copy of the Plan and the Award Letter.
[End of Agreement]
8.
Dates Referenced Herein and Documents Incorporated by Reference
