Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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2: EX-10.HH Material Contract HTML 88K
3: EX-10.S Material Contract HTML 65K
4: EX-10.T Material Contract HTML 67K
5: EX-10.U Material Contract HTML 66K
6: EX-10.X Material Contract HTML 41K
7: EX-21 Subsidiaries List HTML 32K
8: EX-23 Consent of Experts or Counsel HTML 36K
9: EX-24 Power of Attorney HTML 76K
10: EX-31.A Certification -- §302 - SOA'02 HTML 38K
11: EX-31.B Certification -- §302 - SOA'02 HTML 38K
12: EX-32.A Certification -- §906 - SOA'02 HTML 34K
13: EX-32.B Certification -- §906 - SOA'02 HTML 34K
103: R1 Cover Page HTML 95K
67: R2 Consolidated Statements of Operations HTML 113K
25: R3 Consolidated Statements of Comprehensive Income HTML 52K
88: R4 Consolidated Statements of Financial Position HTML 119K
101: R5 Consolidated Statements of Financial Position HTML 51K
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65: R6 Consolidated Statements of Cash Flows HTML 133K
23: R7 Consolidated Statements of Shareholders' HTML 90K
Investment
86: R8 Consolidated Statements of Shareholders' HTML 37K
Investment (Parenthetical)
106: R9 Summary of Accounting Policies HTML 40K
70: R10 Revenues HTML 85K
31: R11 Cost of Sales and Selling, General and HTML 40K
Administrative Expenses
99: R12 Consideration Received from Vendors HTML 35K
117: R13 Advertising Costs HTML 45K
69: R14 Fair Value Measurements HTML 69K
30: R15 Cash and Cash Equivalents HTML 46K
98: R16 Inventory HTML 35K
115: R17 Other Current Assets HTML 44K
71: R18 Property and Equipment HTML 39K
29: R19 Other Noncurrent Assets HTML 42K
78: R20 Goodwill and Intangible Assets HTML 35K
119: R21 Accrued and Other Current Liabilities HTML 51K
50: R22 Commitments and Contingencies HTML 39K
35: R23 Commercial Paper and Long-Term Debt HTML 78K
77: R24 Derivative Financial Instruments HTML 58K
118: R25 Leases HTML 215K
48: R26 Income Taxes HTML 128K
34: R27 Other Noncurrent Liabilities HTML 48K
74: R28 Share Repurchase HTML 46K
120: R29 Share-Based Compensation HTML 104K
112: R30 Defined Contribution Plans HTML 54K
95: R31 Pension Plans HTML 214K
32: R32 Accumulated Other Comprehensive Loss HTML 55K
72: R33 Quarterly Results (Unaudited) HTML 205K
113: R34 Summary of Accounting Policies (Policies) HTML 132K
96: R35 Revenues (Tables) HTML 80K
33: R36 Cost of Sales and Selling, General and HTML 42K
Administrative Expenses (Tables)
73: R37 Advertising Costs (Tables) HTML 45K
111: R38 Fair Value Measurements (Tables) HTML 73K
97: R39 Cash and Cash Equivalents (Tables) HTML 44K
129: R40 Other Current Assets (Tables) HTML 44K
83: R41 Property and Equipment (Tables) HTML 37K
38: R42 Other Noncurrent Assets (Tables) HTML 43K
51: R43 Accrued and Other Current Liabilities (Tables) HTML 51K
130: R44 Commercial Paper and Long-Term Debt (Tables) HTML 85K
84: R45 Derivative Instruments and Hedging Activities HTML 56K
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39: R46 Leases (Tables) HTML 150K
52: R47 Income Taxes (Tables) HTML 128K
128: R48 Other Noncurrent Liabilities (Tables) HTML 47K
85: R49 Share Repurchase (Tables) HTML 46K
94: R50 Share-Based Compensation (Tables) HTML 103K
109: R51 Defined Contribution Plans (Tables) HTML 49K
60: R52 Pension Plans (Tables) HTML 233K
20: R53 Accumulated Other Comprehensive Loss (Tables) HTML 55K
93: R54 Quarterly Results (Unaudited) (Tables) HTML 204K
108: R55 Revenues - Disaggregation of Revenue (Details) HTML 73K
59: R56 Revenues - Narrative (Details) HTML 51K
19: R57 Revenues - Gift Card Liability (Details) HTML 39K
92: R58 Advertising Costs (Details) HTML 39K
110: R59 Fair Value Measurements - Schedule of Fair Value HTML 52K
Measurements - Recurring Basis (Details)
55: R60 Fair Value Measurements - Schedule of Significant HTML 38K
Financial Instruments not Measured at Fair Value
(Details)
44: R61 Fair Value Measurements - Narrative (Details) HTML 37K
81: R62 Cash and Cash Equivalents (Details) HTML 56K
126: R63 Other Current Assets (Details) HTML 43K
54: R64 Property and Equipment (Details) HTML 53K
43: R65 Other Noncurrent Assets (Details) HTML 41K
80: R66 Goodwill and Intangible Assets - Goodwill HTML 39K
(Details)
125: R67 Goodwill and Intangible Assets - Intangible Assets HTML 63K
(Details)
57: R68 Accrued and Other Current Liabilities (Details) HTML 56K
40: R69 Commitments and Contingencies (Details) HTML 49K
22: R70 Commercial Paper and Long-Term Debt - Schedule of HTML 62K
Carrying Value and Maturities of Debt Portfolio
(Details)
64: R71 Commercial Paper and Long-Term Debt - Schedule of HTML 47K
Required Principal Payments (Details)
102: R72 Commercial Paper and Long-Term Debt - Narrative HTML 72K
(Details)
89: R73 Commercial Paper and Long-Term Debt - Schedule of HTML 43K
Commercial Paper (Details)
24: R74 Derivative Financial Instruments - Narrative HTML 49K
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66: R75 Derivative Instruments and Hedging Activities - HTML 41K
Effect of Hedges On Debt (Details)
104: R76 Derivative Instruments and Hedging Activities - HTML 40K
Effect of Hedges on Net Interest Expense (Details)
90: R77 Leases - Narrative (Details) HTML 39K
28: R78 Leases - Lease Assets and Liabilities (Details) HTML 53K
62: R79 Leases - Lease Cost (Details) HTML 48K
21: R80 Leases - Maturity of Lease Liabilities (Details) HTML 93K
63: R81 Leases - Lease Term and Discount Rate (Details) HTML 44K
100: R82 Leases - Other Information (Details) HTML 40K
87: R83 Income Taxes - Narrative (Details) HTML 69K
26: R84 Income Taxes - Schedule of Tax Rate Reconciliation HTML 59K
- Continuing Operations (Details)
68: R85 Income Taxes - Schedule of Provision for Income HTML 68K
Taxes (Details)
105: R86 Income Taxes - Schedule of Net Deferred Tax HTML 74K
Asset/(Liability) (Details)
91: R87 Income Taxes - Schedule of Reconciliation of HTML 46K
Liability for Unrecognized Tax Benefits (Details)
27: R88 Other Noncurrent Liabilities (Details) HTML 51K
61: R89 Share Repurchase (Details) HTML 40K
56: R90 Share-Based Compensation - Narrative (Details) HTML 84K
45: R91 Share-Based Compensation - Schedule of Restricted HTML 69K
Stock Activity and Performance Share Unit Activity
(Details)
82: R92 Share-Based Compensation - Schedule of Stock HTML 67K
Option Activity (Details)
127: R93 Share-Based Compensation - Schedule of Stock HTML 40K
Option Exercises (Details)
53: R94 Defined Contribution Plans (Details) HTML 57K
42: R95 Pension Plans - Schedule of Recognition of HTML 47K
Funded/(Underfunded) Status (Details)
79: R96 Pension Plans - Schedule of Estimated Future HTML 46K
Benefit Payments (Details)
124: R97 Pension Plans - Schedule of Net Pension Benefit HTML 54K
Expense (Details)
58: R98 Pension Plans - Schedule of Benefit Obligation HTML 37K
Weighted Average Assumptions (Details)
41: R99 Pension Plans - Schedule of Net Periodic Benefit HTML 40K
Expense Weighted Average Assumptions (Details)
46: R100 Pension Plans - Narrative (Details) HTML 59K
36: R101 Pension Plans - Schedule of Change in Projected HTML 57K
Benefit Obligation (Details)
75: R102 Pension Plans - Schedule of Change in Plan Assets HTML 55K
(Details)
121: R103 Pension Plans - Schedule of Asset Category HTML 55K
(Details)
47: R104 Pension Plans - Schedule of Fair Value HTML 62K
Measurements (Details)
37: R105 Pension Plans - Schedule of Amounts in Accumulated HTML 49K
Other Comprehensive Income (Details)
76: R106 Accumulated Other Comprehensive Loss (Details) HTML 73K
122: R107 Quarterly Results (Unaudited) - Schedule of HTML 118K
Quarterly Results (Details)
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123: EXCEL IDEA Workbook of Financial Reports XLSX 118K
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Amended and Restated Target Corporation 2011 Long-Term Incentive Plan
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AGREEMENT
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 “Director”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a member of the Board, is being issued under the Amended and Restated Target Corporation 2011 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 Director the number of RSUs set forth in the Award Letter.
3. Vesting Schedule. Beginning with the fiscal quarter in which the Grant Date occurs, 25% of the RSUs shall vest on the last day of each quarter of the fiscal year in which the Grant Date occurs (i.e., at the end of April, July, October and January) and any remaining RSUs shall become fully vested on the last day of the fiscal year in which the Grant Date occurs (the “Final Vesting Date”).
4. Circumstances that Accelerate the Vesting Date.
All unvested RSUs subject to this Agreement shall become immediately vested if the Director ceases to be a member of the Board due to (a) death, (b) Disability, (c) reaching the mandatory retirement age for members of the Board, or (d) reaching the maximum term limit for members of the Board.
In the event a Change in Control occurs prior to the Final Vesting Date, the outstanding unvested RSUs shall immediately become fully vested.
5. Effect of Ceasing to be a Member of the Board. In the event that the Director ceases to be a member of the Board for any reason prior to the Final Vesting Date, except as specifically provided in this Agreement, the unvested portion of the Award shall be forfeited.
6. Dividend
Equivalents. The Director 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 7. 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 fully vested upon issuance, and shall be converted into Shares on the basis and at the time set forth in Section 7 hereof.
7. Conversion
of RSUs and Issuance of Shares. The Director shall receive one Share for each vested RSU on the date that is as soon as administratively feasible, but not more than 90 days, following a Change in Control (provided such acceleration is permissible under Code Section 409A), the Director’s death or other termination of service as a member of the Board and cessation of all contractual relationships as an independent contractor with the Company (or any other entity which would be treated as a single employer with the Company under Code Section 414(b) or 414(c)) which causes the Director to experience a “separation from service” within the meaning of Code Section 409A; provided, however, that in the event the
Company determines that the Director is a “specified employee” under Code Section 409A (or successor provision) and that such distribution is subject to Code Section 409A(a)(2)(B), the issuance of the Director’s Shares will be suspended until six months after the Director’s separation from service, or if earlier, the Director’s death. Until such time as the Director’s RSUs have been converted into Shares pursuant to this Section 7, the RSUs will not carry any of the rights of share ownership and will not be entitled to vote or receive dividends (other than the right to receive dividend equivalents).
8. Limitations on Transfer. The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Director other than pursuant to the terms of the Plan.
9. Service
as a Member of the Board. Nothing in this Agreement, the Plan or the Award Letter shall give the Director any claim or right to continue as a member of the Board.
2.
10. Governing Law; Venue; Jurisdiction. 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 Director, 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.
11. 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.
12. 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 Director pertaining to this grant of RSUs and supersede all prior agreements and understandings (oral or written)
between them relating to the subject matter hereof. The Company or a third party designated by the Company may deliver to the Director by electronic means any documents related to his or her participation in the Plan. The Director acknowledges receipt of a copy of the Plan and the Award Letter.
[End of Agreement]
3.
Dates Referenced Herein and Documents Incorporated by Reference
