{"id":39924,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-severance-agreement-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-severance-agreement-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-severance-agreement-target-corp.html","title":{"rendered":"Executive Severance Agreement – Target Corp."},"content":{"rendered":"

AGREEMENT<\/u><\/strong><\/p>\n

\n

THIS AGREEMENT is made by and between Target Corporation, a Minnesota
\ncorporation and Target Enterprise, Inc., a subsidiary of Target Corporation
\n(“Enterprise”) (Target Corporation and Enterprise collectively referred to as
\nthe “Company”), and Troy Risch (“Executive”).<\/p>\n<\/p>\n

RECITALS<\/u><\/p>\n<\/p>\n

A. Executive is employed by Enterprise; and<\/p>\n<\/p>\n

B. Enterprise and Executive wish to sever their relationship as employer and
\nemployee respectively, on the terms and conditions set forth in this Agreement;
\nand<\/p>\n<\/p>\n

C. Target Corporation maintains an Income Continuance Policy (the “ICP”) for
\nwhich Executive is eligible, the terms and provisions of which Executive has
\nbeen subject to and is familiar with; and<\/p>\n<\/p>\n

D. The Company delivered Notice of Termination to Executive on January 3,
\n2011; and<\/p>\n<\/p>\n

E. The ICP requires a release in writing from Executive; and<\/p>\n<\/p>\n

F. Executive acknowledges he has been advised and encouraged to review this
\nAgreement with an attorney and is fully aware of the potential rights and
\nremedies he may have as a result of the severance of his employment; and<\/p>\n<\/p>\n

G. Executive and the Company wish to memorialize the resolution and
\nsettlement of all Executive153s rights, remedies and obligations flowing from
\nExecutive153s employment with Enterprise and the severance and termination of that
\nemployment relationship.<\/p>\n<\/p>\n

H. Capitalized terms used, but not defined, in this Agreement shall have the
\ndefinitions ascribed to them in the ICP.<\/p>\n

\n

\n

<\/p>\n

\n

1. Employment Severance Date<\/u><\/em>.<\/em> Executive153s last
\nactive day at work on the Company153s premises will be January 7, 2011 (the “Last
\nDay Worked”) and the employer-employee relationship of Executive and Enterprise
\nshall be terminated on January 15, 2011 (the “Employment Severance Date”). From
\nthe Last Day Worked through the Employment Severance Date, Executive shall
\nperform the duties assigned to him by Enterprise, including availability for
\ntelephone consultation.<\/p>\n<\/p>\n

2. Salary<\/u><\/em>.<\/em> Executive shall be paid his regular
\nsalary for services rendered as an employee under Section 1 hereof through the
\nLast Day Worked. Enterprise agrees that Executive153s regular salary will continue
\nthrough the Employment Severance Date. Salary payments are subject to all
\nrequired and voluntary withholdings. Such payments will otherwise be made in
\naccordance with the standard payroll practices of Enterprise as in effect at the
\ntime of payment.<\/p>\n<\/p>\n

3. Income Continuance Payments<\/u><\/em>. Executive shall be entitled
\nto the equivalent of twenty-four (24) months of income continuance payments
\npursuant to and subject to the terms and conditions of the ICP payable as
\nfollows: (i) a payment on July 22, 2011 in the gross amount of $715,416
\nrepresenting twelve (12) suspended bi-weekly payments and one (1) regularly
\nscheduled bi-weekly payment and (ii) thirty-nine (39) consecutive equal
\nbi-weekly (or such other interval as is consistent with payments under the
\nCompany153s payroll system) payments each in the gross amount of $55,032 beginning
\non or about August 5, 2011. This amount is based on a three-year average annual
\nbonus amount of $705,807 and a base salary of $725,000. The payments shall be
\nreduced for taxes and other amounts required to be withheld by the Company. No
\npayments shall be made if Executive revokes this Agreement.<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

4. Vacation Pay<\/u><\/em>.<\/em> Enterprise shall pay to Executive
\nany unused vacation due Executive as of the Employment Severance Date consistent
\nwith Enterprise practice.<\/p>\n<\/p>\n

5. Health Insurance<\/u><\/em>.<\/em> Executive may continue to
\nparticipate in the Company153s medical and dental programs to the extent, if any,
\npermitted by the Company153s medical and dental plans (the “Plans”). In order to
\ncontinue such coverage, Executive must maintain continuous coverage under the
\nPlans and pay 102% of the full cost of such Plans. Executive acknowledges that
\nthe Company may modify its premium structure, the terms of the Plans and the
\ncoverages of the Plans, including the termination of all or part of any Plan.
\nAll insurance coverage shall terminate 18 months from the end of active
\nemployment coverage or at such other date pursuant to the Consolidated Omnibus
\nBudget Reconciliation Act of 1985, as amended (“COBRA”).<\/p>\n<\/p>\n

6. Life Insurance<\/u><\/em>.<\/em> Executive may continue his life
\ninsurance coverage, if any, after the Employment Severance Date pursuant to the
\nterms and conditions of the Company153s plan. In order to continue such coverage,
\nExecutive must make all payments required under the policy.<\/p>\n<\/p>\n

7. Pension Plan : 401(k) Plan.<\/u><\/em> Executive153s rights, if any,
\nunder the Target Corporation Pension Plan and the Target Corporation 401(k) Plan
\nwill be determined under the terms of such plans as amended from time to time.\n<\/p>\n<\/p>\n

8. Deferred Compensation Plan<\/u><\/em>.<\/em> Executive shall be
\npaid his deferred benefits, if any, under the Target Corporation Officer EDCP
\npursuant to the terms of such plan as amended from time to time.<\/p>\n<\/p>\n

9. Supplemental Pension Plan<\/u><\/em>.<\/em> Executive153s vested
\nbenefits, if any, under any Target Corporation SPP have been or will be
\ntransferred to the Target Corporation Officer EDCP and will be determined and
\npaid out pursuant to such terms as amended from time to time.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

10. Stock Plans<\/u><\/em>. Executive153s rights, if any, under the Target
\nCorporation Long-Term Incentive Plan (the “LTIP”) will be determined under the
\nterms of such plan and the applicable award agreements. Executive acknowledges
\nthat Executive must exercise all options that are exercisable on the Employment
\nSeverance Date within two hundred ten (210) days after such date or the options
\nwill expire. No further installments will vest after the Employment Severance
\nDate.<\/p>\n<\/p>\n

Executive153s 2009 and 2010 Restricted Stock Units awards will be paid to him
\nat 50% of the award pursuant to the terms of the Restricted Stock Units
\nAgreement, net of applicable tax withholdings, provided Executive signs and does
\nnot revoke this Agreement.<\/p>\n<\/p>\n

Executive will not be eligible for the 2008, 2009 and 2010 Performance Share
\naward payouts, if any.<\/p>\n<\/p>\n

11. Other Benefits<\/u><\/em>.<\/em> The Company will pay up to
\n$30,000 for reasonable outplacement services directly related to Executive153s
\ntermination through January 15, 2012 provided Executive signs and does not
\nrevoke this Agreement. Such outplacement fees shall be paid by the Company
\ndirectly to the mutually agreed upon outplacement firm engaged by Executive
\nafter submission of its invoices to Company. Executive shall provide the Company
\nwith the name of the outplacement firm he desires to engage for approval by the
\nCompany. Such approval shall not be unreasonably withheld. Executive
\nacknowledges that he will not receive a bonus payment pursuant to the Short-Term
\nIncentive Plan (STIP) for fiscal year 2010 performance. Provided Executive signs
\nand does not revoke this Agreement and subject to compliance with the terms of
\nthis Agreement, the Company will pay Executive one million dollars ($1,000,000)
\nin addition to payments under Section 3 of this Agreement. Payment will be made
\nas follows: a payment of $150,000 on June 10, 2011, a payment of $200,000 on
\nOctober 28, 2011, a payment of $200,000 on March 16, 2012, a payment of $150,000
\non August 3, 2012<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

and a payment of $300,000 on January 18, 2013. Each of the foregoing payments
\nwill be treated as a separate payment for purposes of Internal Revenue Code
\nSection 409A. Applicable taxes as reasonably determined by the Company shall be
\nwithheld from such payments.] <\/strong>Except as set forth in this
\nAgreement or as required by law, Executive is entitled to no other employee
\nbenefits, fringe benefits or compensation.<\/p>\n<\/p>\n

12. No Recruiting<\/u><\/em>.<\/em> Executive agrees that while he is
\nan employee of Enterprise and through January 15, 2013 he will not recruit,
\nsolicit or entice, directly or indirectly, for employment, any employee of the
\nCompany or any of their subsidiaries or affiliated companies, unless Executive
\nhas a written agreement signed by authorized persons of Target Corporation and
\nEnterprise allowing Executive to recruit persons named in that agreement. The
\nexecution of that agreement shall be in the sole discretion of authorized
\npersons of Target Corporation and Enterprise.<\/p>\n<\/p>\n

13. Consultation and Cooperation<\/u><\/em>.<\/em> Following the
\nEmployment Severance Date, the Company may request that Executive consult or
\ncooperate with the Company (including, without limitation, providing truthful
\ninformation to the Company or serving as a witness or testifying at the
\nCompany153s request without subpoena), and Executive agrees to be available at
\nmutually agreeable times to perform such duties and provide such cooperation in
\nconnection with various business and legal matters in which Executive was
\ninvolved or has knowledge as result of Executive153s employment with the Company.
\nIn so consulting or cooperating, Executive shall be reimbursed his reasonable
\nout-of-pocket expenses. After the Employment Severance Date Executive shall not
\nbe, nor represent to anyone that he is, an agent of the Company, unless
\nexpressly authorized in writing to do so by an authorized officer of the
\nCompany.<\/p>\n<\/p>\n

14. Directly Competitive Employment.<\/u><\/em> For purposes of Section
\nII.G of the ICP and Section 18 of this Agreement, “Directly Competitive
\nEmployment” shall be employment with<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

Wal-Mart Stores, Inc.; Best Buy Co., Inc.; Kohl153s Corporation; Toys “R” Us,
\nInc.; or CVS Caremark Corporation; or any parent, subsidiary, division or
\naffiliate of any such company (examples of affiliates include entities under
\ncommon control, joint venture partners and e-commerce affiliates). Executive
\nwill promptly report to the Company Executive153s acceptance of or engagement in
\nany Directly Competitive Employment and provide such other information about any
\nDirectly Competitive Employment as may be requested by the Company. Such
\ninformation shall be provided to the Corporate Secretary, Target Corporation,
\n1000 Nicollet Mall, TPS 2670, Minneapolis, Minnesota 55403.<\/p>\n<\/p>\n

15. Confidentiality<\/u><\/em>. Executive understands and agrees that
\nExecutive will keep confidential any information regarding the negotiations or
\ndiscussions relating to this Agreement, except that Executive may disclose such
\ninformation to Executive153s spouse or domestic partner, attorney, financial
\nadvisor or tax advisor (all of whom must agree to keep it confidential) or
\nunless required by law. Executive is encouraged to share with an employer or
\npotential employer Section 12 and Section 15 of this Agreement.<\/p>\n<\/p>\n

Executive represents and warrants that prior to signing this Agreement,
\nExecutive has not disclosed the terms and conditions of this Agreement (except
\nfor those terms and conditions disclosed by the Company) or any information
\nregarding the negotiations or discussions relating to this Agreement to anyone
\nother than Executive153s spouse or domestic partner, attorney, financial advisor
\nor tax advisor (all of whom have agreed to keep such information confidential).\n<\/p>\n<\/p>\n

Executive acknowledges and agrees that confidential information of the
\nCompany and any of their subsidiaries and affiliates is a valuable, special and
\nunique asset and such confidential information includes without limitation:<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

1) employee data and information (including, but not limited to, personnel
\ndecisions relating to employees and applicants), and<\/p>\n<\/p>\n

2) present, past and future strategies, plans, and proposals (including, but
\nnot limited to, customer, marketing, merchandising, sourcing, store operations,
\ntechnology, assets protection, distribution, benefits and compensation
\nstrategies, plans and proposals), and<\/p>\n<\/p>\n

3) financial information, and<\/p>\n<\/p>\n

4) present, past and future personnel and labor relations strategies, plans,
\npractices, policies, training programs and goals.<\/p>\n<\/p>\n

as well as any information treated as confidential (“Confidential
\nInformation”).<\/p>\n<\/p>\n

Executive will not, during or after Executive153s employment with Enterprise,
\nuse or disclose or cause or permit to be used or disclosed any Confidential
\nInformation to any person, firm, corporation, association or other entity for
\nany reason or purpose whatsoever.<\/p>\n<\/p>\n

16. Company Property<\/u><\/em>. Executive agrees to return all of the
\nCompany153s property, including any copies or duplicates, in Executive153s
\npossession on or before the Employment Severance Date. In addition, as of the
\nEmployment Severance Date, Executive represents and warrants that Executive has
\nnot removed and agrees that Executive will not remove any of the Company153s
\nproperty, including any copies or duplicates, from the Company153s premises. This
\nincludes but is not limited to the Company153s credit or charge cards; discount
\ncards; cellular phones or other mobile devices; pagers; personal computers;
\nidentification badges; keys; business records, reports, policies, files, forms,
\nmanuals and correspondence; customer lists and records; personnel lists,
\ninformation, plans, training materials and records; information regarding
\nsuppliers and vendors; marketing plans; strategy information; contracts and
\ncontract information; computer tapes and reports; and any type of computer or
\ndigital storage media.<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

\n

17. Detrimental Conduct<\/u><\/em>.<\/em> Executive agrees that he
\nwill not make any untrue statements about the Company or any of their
\nsubsidiaries or affiliated companies or any of their management regarding any
\nevents taking place during the employment period. Executive will not disparage
\nin any way the Company or any of their subsidiaries or affiliated companies, or
\nany of their officers, managers or employees.<\/p>\n<\/p>\n

18. Termination of Payments and Benefits<\/u><\/em>. In addition to any
\nother remedies available to the Company, in the event Executive (a) engages in
\nDirectly Competitive Employment while Executive has the right to receive
\npayments pursuant to Section 3 or Section 11 or exercise stock options under the
\nLTIP, or (b) breaches any of Executive153s obligations under the ICP or this
\nAgreement, then (i) the Company will be relieved of all liability and
\nobligations to make payments under this Agreement (including payments under both
\nSection 3 and Section 11), (ii) all of Executive153s stock options shall terminate
\nimmediately and (iii) the Company may demand the return of any payments
\npreviously paid to Executive under Section 3 and Section 11. Even if payments
\nand benefits are terminated pursuant to this Section 18, Executive153s obligations
\nunder Sections 12, 13, 15, 16 and 17 hereof, and the release set forth in
\nSection 19 hereof shall remain in full force and effect.<\/p>\n<\/p>\n

19. Release<\/u><\/em>.<\/em><\/p>\n<\/p>\n

A. DEFINITIONS. The definitions below are intended solely for the purpose of
\nthis Section 19. All words used in this release are intended to have their plain
\nmeanings in ordinary English. Specific terms in this release have the following
\nmeanings:<\/p>\n<\/p>\n

1) “Executive” includes Executive and anyone who has or obtains any legal
\nrights or claims through Executive.<\/p>\n

\n

8<\/p>\n

\n

2) “Target” means Target Corporation and any company related to Target
\nCorporation in the present or past (including without limitation, its
\npredecessors, parents, subsidiaries, affiliates and divisions) and any successor
\nof Target.<\/p>\n<\/p>\n

3) “Corporation” means Target and any company providing insurance to Target
\nin the present or past, any employee benefit plan sponsored or maintained by
\nTarget and the present and past fiduciaries of any such plans, Target153s present
\nand past officers, directors, employees, committees and agents and any person
\nwho acted on behalf of Target or on instructions from Target.<\/p>\n<\/p>\n

4) “Executive Claims” means all of the rights Executive has now to any relief
\nof any kind from the Corporation, including without limitation:<\/p>\n<\/p>\n

a. all claims arising out of or relating to Executive153s employment with
\nTarget and Executive153s employment termination; and<\/p>\n<\/p>\n

b. all claims arising out of or relating to statements, actions, or omissions
\nof the Corporation; and<\/p>\n<\/p>\n

c. all claims for any alleged unlawful discrimination, harassment,
\nretaliation or reprisal, or other alleged unlawful practices arising under the
\nlaws of the United States or any other country or of any state, province,
\nmunicipality, or other unit of government including without limitation, claims
\nunder the Age Discrimination in Employment Act, Title VII of the Civil Rights
\nAct of 1964, the Americans with Disabilities Act, 42 U.S.C \u00a7 1981, the Employee
\nRetirement Income Security Act, the Equal Pay Act, the Worker Adjustment and
\nRetraining Notification Act, the Family and Medical Leave<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

Act, the Fair Credit Reporting Act, the Sarbanes-Oxley Act, and workers153
\ncompensation non-interference or non-retaliation statutes; and<\/p>\n<\/p>\n

d. all claims for alleged wrongful discharge; breach of contract; breach of
\nimplied contract; failure to keep any promise; breach of a covenant of good
\nfaith and fair dealing; breach of fiduciary duty; estoppel; Executive153s
\nactivities, if any, as a “whistleblower”; defamation; infliction of emotional
\ndistress; fraud; misrepresentation; negligence; harassment; retaliation or
\nreprisal; constructive discharge; assault; battery; false imprisonment; invasion
\nof privacy; interference with contractual or business relationships; any other
\nwrongful employment practices; and violation of any other principle of common
\nlaw; and<\/p>\n<\/p>\n

e. all claims for compensation of any kind, including without limitation,
\nbonuses, commissions, vacation pay, perquisites, and expense reimbursements; and\n<\/p>\n<\/p>\n

f. all claims for back pay, front pay, reinstatement, other equitable relief,
\ncompensatory damages, damages for alleged personal injury, liquidated damages,
\nand punitive damages; and<\/p>\n<\/p>\n

g. all claims for attorney153s fees, costs, and interest.<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

However, Executive Claims do not include any claims that the law does not
\nallow to be waived or any claims that may arise after the date on which
\nExecutive signs this Agreement.<\/p>\n<\/p>\n

B. AGREEMENT TO RELEASE EXECUTIVE CLAIMS. Executive will receive
\nconsideration from Target as set forth in this Agreement if he signs and does
\nnot revoke this Agreement as provided in Section 25 below. Executive understands
\nand acknowledges that the consideration is in addition to anything of value that
\nExecutive would be entitled to receive from the Corporation if Executive did not
\nsign this Agreement or if Executive revoked this Agreement. In exchange for that
\nconsideration, Executive gives up and releases all of Executive Claims.
\nExecutive will not make any demands or claims against the Corporation for
\ncompensation or damages relating to Executive Claims. This provision shall not
\npreclude Executive from filing a charge of discrimination with the Equal
\nEmployment Opportunity Commission. However, Executive hereby agrees that he
\nreleases any right to compensation arising out of such a charge, agrees not to
\nseek any compensation in such a charge, and specifically agrees to return any
\ncompensation that he receives in connection with such a charge to Target. The
\nconsideration that Executive is receiving is a full and fair payment for the
\nrelease of Executive Claims.<\/p>\n<\/p>\n

C. ADDITIONAL AGREEMENTS AND UNDERSTANDINGS. Even though Target will provide
\nconsideration for Executive to settle and release Executive Claims, the
\nCorporation does not admit that it is responsible or legally obligated to
\nExecutive. In fact, the Corporation denies that it engaged in any unlawful or
\nimproper conduct toward Executive and denies that it has engaged in any
\nwrongdoing.<\/p>\n<\/p>\n

20. Miscellaneous<\/u><\/em>.<\/em> This Agreement shall be binding
\nupon the Company and its successors and assigns and Executive, his heirs,
\nexecutors, successors and assigns. This<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

\n

Agreement, together with the plans and award agreements specifically referred
\nto herein, embody the entire agreement and understanding between the Company and
\nExecutive, and supersedes all prior agreements and understandings (oral or
\nwritten) between them relating to the subject matter hereof. The terms of this
\nAgreement may only be modified by an agreement in writing signed by Executive
\nand authorized persons of Target Corporation and Enterprise.<\/p>\n<\/p>\n

21. Construction and Applicable Law<\/u><\/em>. The ICP and its
\nimplementation pursuant to this Agreement is intended to be a welfare benefit
\nplan subject to the applicable requirements of ERISA. The ICP and this Agreement
\nshall be administered and construed consistently with that intent and with the
\napplicable provisions of the Internal Revenue Code. The laws of the State of
\nMinnesota, without regard to Minnesota153s choice-of-law principles, govern all
\nmatters arising out of or related to this Agreement to the extent such laws are
\nnot preempted by laws of the United States of America. The parties agree that
\nthe exclusive forum and venue for any legal action arising out of or related to
\nthis Agreement shall be the United States District Court for the District of
\nMinnesota, and the parties submit to the personal jurisdiction of that court. If
\nneither subject matter nor diversity jurisdiction exists in the United States
\nDistrict Court for the District of Minnesota, then the exclusive forum and venue
\nfor any such action shall be the courts of the State of Minnesota located in
\nHennepin County, and the parties submit to the personal jurisdiction of that
\ncourt.<\/p>\n<\/p>\n

22. Severability<\/em><\/u>. If any provision of this Agreement is held
\ninvalid, illegal or unenforceable, the validity, legality and enforceability of
\nthe remaining provisions will not be affected or impaired, unless enforcement of
\nthis Agreement as so invalidated would be unreasonable or grossly inequitable
\nunder all the circumstances or would frustrate the purposes of this Agreement.\n<\/p>\n<\/p>\n

23. Relationship to Income Continuance Plan<\/u>. <\/em>This Agreement
\nis entered into for the purpose of implementing the ICP. The terms of this
\nAgreement are intended to be construed in<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

concert with the terms of the ICP. To the extent there is conflict between
\nthe terms of this Agreement and the terms of the ICP, the terms of this
\nAgreement shall prevail.<\/p>\n<\/p>\n

24. Acceptance Period<\/u>. <\/em> Executive understands that the terms
\nof this Agreement shall be open for acceptance for a period of twenty-one (21)
\ndays from the date of its receipt and a signed copy of this Agreement must be
\ndelivered to the Company within twenty-five (25) days of receipt of this
\nAgreement. During this time, Executive may consider whether or not to accept
\nthis Agreement or seek counsel to advise him regarding the same. Executive
\nagrees that changes to this Agreement, whether material or immaterial, will not
\nrestart this acceptance period.<\/p>\n<\/p>\n

25. Revocation<\/u>.<\/em> Executive understands that he may revoke
\n(that is cancel) this Agreement, including the release set forth in Section 19,
\nif he does so within fifteen (15) calendar days of signing this Agreement. Such
\nrevocation must be made in a written statement that is hand delivered or post
\nmarked within fifteen (15) calendar days of the date Executive signs this
\nAgreement and must be addressed to the Corporate Secretary, Target Corporation,
\n1000 Nicollet Mall, TPS 2670, Minneapolis, Minnesota 55403. Executive
\nunderstands that if he mails such a revocation, mailing by certified mail,
\nreturn receipt requested, is recommended to show proof of mailing.<\/p>\n<\/p>\n

26. Remedies<\/u><\/em>. In the event of a breach or threatened breach
\nby Executive of the provisions of Sections 12, 13, 15, 16 or 17 of this
\nAgreement, the Company shall be entitled to an injunction restraining Executive
\nfrom breaching, in whole or in part, any of his duties, obligations, or
\ncovenants in those sections. Executive acknowledges that such remedy is
\nappropriate. Nothing in this Agreement shall be construed as prohibiting the
\nCompany from pursuing any additional or other remedy or remedies available to it
\nfor such breach or threatened breach, including but not limited to the other
\nremedies specifically provided for in this Agreement and the recovery of
\ndamages, together with costs and attorney153s fees.<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

\n

27. Reporting<\/u><\/em>. Until all payments are made pursuant to this
\nAgreement, Executive shall promptly inform the Company of the name and business
\naddress of each employer of Executive and shall provide a summary description of
\nthe nature and principal business locations of the employer. Executive shall
\nalso provide the title, principal duties, address and phone number of Executive.
\nSignificant changes in employment, duties or location must be promptly reported.
\nSuch reports shall be provided to the Executive Vice President, Human Resources,
\nTarget Corporation, 1000 Nicollet Mall, TPS 0999, Minneapolis, Minnesota 55403.\n<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

\n

Please read carefully before signing<\/u><\/strong>\n<\/p>\n

\n

– Executive acknowledges that the Company is hereby advising and encouraging
\nExecutive to consult with an attorney prior to signing this Agreement.<\/p>\n<\/p>\n

– By signing this Agreement, Executive acknowledges that he has not relied on
\nany statements or explanations made by the Company, its agents or its attorneys.\n<\/p>\n<\/p>\n

– Executive acknowledges that he has been given twenty-one (21) days (or
\nmore) to consider whether to sign this Agreement. Executive acknowledges that if
\nhe signs this Agreement before the end of the twenty-one (21) day period, it was
\nExecutive153s personal voluntary decision to do so.<\/p>\n<\/p>\n

– Executive understands that this Agreement shall not become effective or
\nenforceable until the revocation period has expired. No payment shall be made to
\nExecutive until after the revocation period has expired.<\/p>\n<\/p>\n

– Executive understands that if he revokes this Agreement it will terminate
\nand Executive will not receive any benefits under this Agreement, including the
\nincome continuance payments set forth in Section 3, the payments set forth in
\nSection 11, and the Restricted Stock Units awards payouts set forth in Section
\n10.<\/p>\n<\/p>\n

In signing below, each party agrees to the terms and conditions above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n<\/td>\n\n<\/td>\n\n<\/td>\n\n<\/td>\n\n

TARGET CORPORATION<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

2\/1, 2011<\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

\/s\/ Jodeen Kozlak<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

EVP HR<\/p>\n<\/td>\n<\/tr>\n

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

TARGET ENTERPRISE, INC.<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

2\/1, 2011<\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

\/s\/ Jodeen Kozlak<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

EVP HR<\/p>\n<\/td>\n<\/tr>\n

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

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

\n

1\/26, 2011<\/p>\n<\/td>\n

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

\/s\/ Troy Risch<\/p>\n<\/td>\n<\/tr>\n

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

Troy Risch<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

15<\/p>\n

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