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Target Corp – ‘10-K’ for 2/2/13 – ‘EX-10.V’

On:  Wednesday, 3/20/13, at 10:25am ET   ·   For:  2/2/13   ·   Accession #:  1047469-13-3100   ·   File #:  1-06049

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/20/13  Target Corp                       10-K        2/02/13  124:15M                                    Toppan Merrill-FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.10M 
 2: EX-2.E      Plan of Acquisition, Reorganization, Arrangement,   HTML     55K 
                Liquidation or Succession                                        
 3: EX-10.R     Material Contract                                   HTML     64K 
 4: EX-10.S     Material Contract                                   HTML     71K 
 5: EX-10.V     Material Contract                                   HTML     40K 
 6: EX-10.W     Material Contract                                   HTML     38K 
 8: EX-21       Subsidiaries List                                   HTML     29K 
 9: EX-23       Consent of Experts or Counsel                       HTML     31K 
10: EX-24       Power of Attorney                                   HTML     76K 
 7: EX-12       Statement re: Computation of Ratios                 HTML     44K 
11: EX-31.A     Certification -- §302 - SOA'02                      HTML     36K 
12: EX-31.B     Certification -- §302 - SOA'02                      HTML     36K 
13: EX-32.A     Certification -- §906 - SOA'02                      HTML     32K 
14: EX-32.B     Certification -- §906 - SOA'02                      HTML     32K 
86: R1          Document and Entity Information                     HTML     58K 
67: R2          Consolidated Statements of Operations               HTML     97K 
82: R3          Consolidated Statements of Comprehensive Income     HTML     53K 
90: R4          Consolidated Statements of Comprehensive Income     HTML     37K 
                (Parenthetical)                                                  
113: R5          Consolidated Statements of Financial Position       HTML    141K  
70: R6          Consolidated Statements of Financial Position       HTML     60K 
                (Parenthetical)                                                  
81: R7          Consolidated Statements of Cash Flows               HTML    166K 
61: R8          Consolidated Statement Of Shareholders' Equity      HTML     73K 
50: R9          Consolidated Statements of Shareholders'            HTML     35K 
                Investment (Parenthetical)                                       
115: R10         Summary of Accounting Policies                      HTML     37K  
92: R11         Revenues                                            HTML     33K 
91: R12         Cost of Sales and Selling, General and              HTML     35K 
                Administrative Expenses                                          
98: R13         Consideration Received from Vendors                 HTML     32K 
99: R14         Advertising Costs                                   HTML     36K 
96: R15         Earnings per Share                                  HTML     43K 
100: R16         Credit Card Receivables Transaction                 HTML     34K  
83: R17         Canadian Leasehold Acquisition                      HTML     32K 
87: R18         Fair Value Measurements                             HTML     86K 
94: R19         Cash Equivalents                                    HTML     36K 
123: R20         Credit Card Receivables                             HTML     73K  
108: R21         Inventory                                           HTML     35K  
76: R22         Other Current Assets                                HTML     38K 
93: R23         Property and Equipment                              HTML     37K 
79: R24         Other Noncurrent Assets                             HTML     38K 
40: R25         Goodwill and Intangible Assets                      HTML     50K 
109: R26         Accounts Payable                                    HTML     31K  
119: R27         Accrued and Other Current Liabilities               HTML     42K  
55: R28         Commitments and Contingencies                       HTML     37K 
54: R29         Notes Payable and Long-Term Debt                    HTML     65K 
59: R30         Derivative Financial Instruments                    HTML     64K 
60: R31         Leases                                              HTML     55K 
62: R32         Income Taxes                                        HTML     77K 
28: R33         Other Noncurrent Liabilities                        HTML     39K 
106: R34         Share Repurchase                                    HTML     42K  
74: R35         Share-Based Compensation                            HTML     78K 
77: R36         Defined Contribution Plans                          HTML     49K 
45: R37         Pension and Postretirement Health Care Plans        HTML    197K 
122: R38         Segment Reporting                                   HTML    108K  
21: R39         Quarterly Results (Unaudited)                       HTML    127K 
64: R40         Schedule II-Valuation and Qualifying Accounts       HTML     45K 
112: R41         Summary of Accounting Policies (Policies)           HTML    183K  
42: R42         Advertising Costs (Tables)                          HTML     36K 
53: R43         Earnings per Share (Tables)                         HTML     39K 
58: R44         Fair Value Measurements (Tables)                    HTML     75K 
68: R45         Credit Card Receivables (Tables)                    HTML     73K 
27: R46         Other Current Assets (Tables)                       HTML     38K 
49: R47         Property and Equipment (Tables)                     HTML     35K 
23: R48         Other Noncurrent Assets (Tables)                    HTML     39K 
111: R49         Goodwill and Intangible Assets (Tables)             HTML     47K  
41: R50         Accrued and Other Current Liabilities (Tables)      HTML     42K 
107: R51         Notes Payable and Long-Term Debt (Tables)           HTML     73K  
46: R52         Derivative Financial Instruments (Tables)           HTML     62K 
65: R53         Leases (Tables)                                     HTML     52K 
22: R54         Income Taxes (Tables)                               HTML     78K 
25: R55         Other Noncurrent Liabilities (Tables)               HTML     38K 
57: R56         Share Repurchase (Tables)                           HTML     44K 
33: R57         Share-Based Compensation (Tables)                   HTML     80K 
116: R58         Defined Contribution Plans (Tables)                 HTML     51K  
72: R59         Pension and Postretirement Health Care Plans        HTML    214K 
                (Tables)                                                         
97: R60         Segment Reporting (Tables)                          HTML    106K 
48: R61         Quarterly Results (Unaudited) (Tables)              HTML    127K 
51: R62         Summary of Accounting Policies (Details)            HTML     34K 
104: R63         Revenues (Details)                                  HTML     41K  
101: R64         Advertising Costs (Details)                         HTML     37K  
75: R65         Earnings per Share (Details)                        HTML     67K 
103: R66         Credit Card Receivables Transaction (Details)       HTML     44K  
47: R67         Canadian Leasehold Acquisition (Details)            HTML     59K 
80: R68         Fair Value Measurements (Details)                   HTML     65K 
118: R69         Fair Value Measurements (Details 2)                 HTML     57K  
24: R70         Cash Equivalents (Details)                          HTML     40K 
39: R71         Credit Card Receivables (Details)                   HTML     79K 
66: R72         Credit Card Receivables (Details 2)                 HTML     47K 
31: R73         Credit Card Receivables (Details 3)                 HTML     69K 
121: R74         Credit Card Receivables (Details 4)                 HTML     37K  
43: R75         Inventory (Details)                                 HTML     32K 
34: R76         Other Current Assets (Details)                      HTML     46K 
38: R77         Property and Equipment (Details)                    HTML     47K 
26: R78         Other Noncurrent Assets (Details)                   HTML     47K 
29: R79         Goodwill and Intangible Assets (Details)            HTML     81K 
88: R80         Accounts Payable (Details)                          HTML     31K 
36: R81         Accrued and Other Current Liabilities (Details)     HTML     65K 
117: R82         Commitments and Contingencies (Details)             HTML     39K  
63: R83         Notes Payable and Long-Term Debt (Details)          HTML     55K 
95: R84         Notes Payable and Long-Term Debt (Details 2)        HTML     52K 
102: R85         Notes Payable and Long-Term Debt (Details 3)        HTML     73K  
35: R86         Derivative Financial Instruments (Details)          HTML     82K 
37: R87         Leases (Details)                                    HTML    153K 
114: R88         Income Taxes (Details)                              HTML    203K  
32: R89         Other Noncurrent Liabilities (Details)              HTML     47K 
89: R90         Share Repurchase (Details)                          HTML     52K 
85: R91         Share-Based Compensation (Details)                  HTML    190K 
105: R92         Defined Contribution Plans (Details)                HTML     80K  
84: R93         Pension and Postretirement Health Care Plans        HTML    200K 
                (Details)                                                        
71: R94         Pension and Postretirement Health Care Plans        HTML    185K 
                (Details 2)                                                      
110: R95         Pension and Postretirement Health Care Plans        HTML     53K  
                (Details 3)                                                      
69: R96         Pension and Postretirement Health Care Plans        HTML     46K 
                (Details 4)                                                      
44: R97         Segment Reporting (Details)                         HTML    102K 
78: R98         Segment Reporting (Details 2)                       HTML     43K 
73: R99         Quarterly Results (Unaudited) (Details)             HTML     97K 
56: R100        Quarterly Results (Unaudited) (Details 2)           HTML     42K 
124: R101        Schedule II-Valuation and Qualifying Accounts       HTML     42K  
                (Details)                                                        
120: XML         IDEA XML File -- Filing Summary                      XML    176K  
52: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.07M 
15: EX-101.INS  XBRL Instance -- tgt-20130202                        XML   3.25M 
17: EX-101.CAL  XBRL Calculations -- tgt-20130202_cal                XML    434K 
20: EX-101.DEF  XBRL Definitions -- tgt-20130202_def                 XML   1.14M 
18: EX-101.LAB  XBRL Labels -- tgt-20130202_lab                      XML   4.84M 
19: EX-101.PRE  XBRL Presentations -- tgt-20130202_pre               XML   2.14M 
16: EX-101.SCH  XBRL Schema -- tgt-20130202                          XSD    411K 
30: ZIP         XBRL Zipped Folder -- 0001047469-13-003100-xbrl      Zip    367K 


‘EX-10.V’   —   Material Contract


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




Exhibit (10)V

 

 

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 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 calendar quarter in which the Grant Date occurs, 25% of the RSUs shall vest on the last day of each calendar quarter of the year in which the Grant Date occurs (i.e., March 31, June 30, September 30 and December 31) and any remaining RSUs shall become fully vested on December 31 of the 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, a pro-rata portion of the RSUs shall become immediately vested, to the extent not already vested.  For this purpose a pro-rata portion of the RSUs shall be determined by multiplying the aggregate RSUs subject to the Award by a fraction, the numerator of which is the number of months that have elapsed since the Grant Date (rounded to the nearest whole month) and the denominator is 12.

 



 

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 Award is being granted with an equal number of dividend equivalents.  Accordingly, 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 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.

 

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.  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

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/20/134,  8-K
For Period end:2/2/13ARS
 List all Filings 


6 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
 7/03/13  SEC                               UPLOAD9/21/17    1:34K  Target Corp.
 5/22/13  SEC                               UPLOAD9/21/17    1:154K Target Corp.
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Filing Submission 0001047469-13-003100   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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