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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 |
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 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(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
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.
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]
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/20/13 | 4, 8-K | ||
For Period end: | 2/2/13 | ARS | ||
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 7/03/13 SEC UPLOAD¶ 9/21/17 1:34K Target Corp. 5/22/13 SEC UPLOAD¶ 9/21/17 1:154K Target Corp. |