{"id":38512,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amendment-to-dcta-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amendment-to-dcta-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/amendment-to-dcta-target-corp.html","title":{"rendered":"Amendment to DCTA – Target Corp."},"content":{"rendered":"

Amendment<\/strong><\/p>\n

to<\/strong><\/p>\n

Target Corporation Deferred Compensation Trust
\nAgreement
\n(As Amended and Restated Effective January 1, 2009)<\/strong><\/p>\n<\/p>\n

\n<\/p>\n

This Amendment is made to the Target Corporation Deferred Compensation Trust
\nAgreement (As Amended and Restated Effective January 1, 2009) (the “Trust
\nAgreement”), effective as of June 8, 2011, by and between Target Corporation, a
\nMinnesota corporation (the “Company”) and State Street Bank and Trust Company
\n(the “Trustee”).<\/p>\n

WHEREAS, the Company desires to amend the definition of “Change of Control”
\nunder the Trust Agreement to conform such definition to the definition of
\n“change in control” adopted by the Company on June 8, 2011 under its equity
\nincentive plan.<\/p>\n<\/p>\n

NOW, THEREFORE, the parties hereby amend the Trust Agreement as follows:\n<\/p>\n<\/p>\n<\/p>\n

1. Section 13(d) is amended and restated to read as follows:<\/p>\n<\/p>\n<\/p>\n

(d) For purposes of this Trust, a “Change of Control” means one of the
\nfollowing:<\/p>\n<\/p>\n<\/p>\n

(1) Individuals who are Continuing Directors cease for any reason to
\nconstitute 50% or more of the directors of the Company; or<\/p>\n<\/p>\n<\/p>\n

(2) 30% or more of the outstanding voting power of the Voting Stock of the
\nCompany is acquired or beneficially owned (within the meaning of Rule 13d-3
\nunder the Exchange Act) by any Person, other than an entity resulting from a
\nBusiness Combination in which clauses (x) and (y) of Section 13(d)(3) apply; or\n<\/p>\n<\/p>\n<\/p>\n

(3) the consummation of a merger or consolidation of the Company with or into
\nanother entity, a statutory share exchange, a sale or other disposition (in one
\ntransaction or a series of transactions) of all or substantially all of the
\nCompany153s assets or a similar business combination (each, a “Business
\nCombination”), in each case unless, immediately following such Business
\nCombination, (x) all or substantially all of the beneficial owners (within the
\nmeaning of Rule 13d-3 under the Exchange Act) of the Company153s Voting Stock
\nimmediately prior to such Business Combination beneficially own, directly or
\nindirectly, more than 60% of the voting power of the then outstanding shares of
\nvoting stock (or comparable voting equity interests) of the surviving or
\nacquiring entity resulting from such Business Combination (including such
\nbeneficial ownership of an entity that, as a result of such transaction, owns
\nthe Company or all or substantially all of the Company153s assets either directly
\nor through one<\/p>\n<\/p>\n

\n<\/p>\n

1<\/p>\n<\/p>\n

\n

\n

or more subsidiaries), in substantially the same proportions (as compared to
\nthe other beneficial owners of the Company153s Voting Stock immediately prior to
\nsuch Business Combination) as their beneficial ownership of the Company153s Voting
\nStock immediately prior to such Business Combination, and (y) no Person
\nbeneficially owns, directly or indirectly, 30% or more of the voting power of
\nthe outstanding voting stock (or comparable equity interests) of the surviving
\nor acquiring entity (other than a direct or indirect parent entity of the
\nsurviving or acquiring entity, that, after giving effect to the Business
\nCombination, beneficially owns, directly or indirectly, 100% of the outstanding
\nvoting stock (or comparable equity interests) of the surviving or acquiring
\nentity); or<\/p>\n<\/p>\n

(4) approval by the shareholders of a definitive agreement or plan to
\nliquidate or dissolve the Company.<\/p>\n<\/p>\n

For purposes of this Section 13(d):<\/p>\n<\/p>\n

“Continuing Director” means an individual (A) who is, as of June 8, 2011, a
\ndirector of the Company, or (B) who becomes a director of the Company after June
\n8, 2011 and whose initial appointment, or nomination for election by the
\nCompany153s shareholders, was approved by at least a majority of the then
\nContinuing Directors; provided, however, that any individual whose initial
\nassumption of office occurs as a result of either an actual or threatened
\ncontested election by any Person (other than the Board of Directors) seeking the
\nelection of such nominee in which the number of nominees exceeds the number of
\ndirectors to be elected shall not be a Continuing Director;<\/p>\n<\/p>\n

“Person” means any individual, firm, corporation or other entity and shall
\ninclude any group comprised of any person and any other person with whom such
\nperson or any affiliate or associate (as defined in Rule 14a-1(a) of the
\nExchange Act) of such person has any agreement, arrangement or understanding,
\ndirectly or indirectly, for the purpose of acquiring, holding, voting or
\ndisposing of any capital stock of the Company;<\/p>\n<\/p>\n

“Voting Stock” means all then-outstanding capital stock of the Company
\nentitled to vote generally in the election of directors of the Company; and<\/p>\n<\/p>\n

“Exchange Act” means the Securities Exchange Act of 1934, as amended and in
\neffect from time to time, and the regulations promulgated thereunder.<\/p>\n

\n

2<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment to
\nbe executed by their duly authorized officers this day of , 2011.<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
\n

COMPANY<\/p>\n<\/td>\n

\n

TRUSTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

By<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

3<\/p>\n

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