| \n 12 months<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n 2<\/p>\n
\n<\/p>\n An Executive entitled to Officer-ICP Payments will not be entitled to
\nprepayment or other change in the payment schedule.<\/p>\n<\/p>\n B. ELIGIBILITY PERIOD – USE<\/u><\/p>\n<\/p>\n The Eligibility Period of an Executive will determine the number of
\nconsecutive calendar months for which an Executive remains eligible for
\nOfficer-ICP Payments under this Statement after:<\/p>\n<\/p>\n 1. Reassignment to a new position
\nwithin the Corporation which is not designated an Officer Position, or<\/p>\n<\/p>\n 2. A downgrade as set forth in A.
\nabove.<\/p>\n<\/p>\n C. PAYMENT PERIOD – DEFINITION<\/u>\n<\/p>\n<\/p>\n The Payment Period for an Executive will consist of the same number of months
\nas the Executive153s Eligibility Period, measured from the time when Officer-ICP
\nPayments first become payable to the Executive under the terms of this Statement
\nand the agreement with the Executive implementing the terms of this Statement.\n<\/p>\n<\/p>\n D. PAYMENTS<\/u><\/p>\n<\/p>\n 1. Amount<\/u><\/p>\n<\/p>\n Each monthly Officer-ICP amount during the Payment Period will equal one
\ntwelfth (1\/12) of the Executive153s Final Annual Cash Compensation from the
\nCorporation which will consist of the sum of:<\/p>\n<\/p>\n a. Base Compensation<\/u><\/p>\n<\/p>\n The annual Base (regular monthly or other fixed salary) rate payable as Cash
\nCompensation to the Executive at the time of Notice of Termination or effective
\ndate of Reassignment or downgrade, but in no event less than the highest annual
\nrate paid to the Executive at any time during a number of months equal to the
\nExecutive153s Eligibility Period immediately before the Notice of Termination or
\neffective date of Reassignment or downgrade, and<\/p>\n<\/p>\n b. Performance Bonus<\/u><\/p>\n<\/p>\n The average amount of the three annual Performance Bonuses most recently paid
\nor credited to the Executive as Cash Compensation or deferred bonus, prior to
\nExecutive153s Notice of Termination or effective date of Reassignment or
\ndowngrade. For purposes of Officer-ICP, the Performance Bonus of an Executive
\nshall be determined according to the applicable Short Term Incentive Plan of the
\nCorporation, shall also include, if applicable, any discretionary bonus paid
\nduring said<\/p>\n \n 3<\/p>\n
\n<\/p>\n applicable period on account of the Executive153s performance but outside of
\nthe purview of the then applicable Short Term Incentive Plan.<\/p>\n<\/p>\n c. Adjustment<\/u><\/p>\n<\/p>\n The annual rate in dollars of each merit increase awarded to an Executive
\nbefore Notice of Termination will be included in Base Compensation to determine
\nthe Executive153s Officer-ICP Payments. If the Executive153s annual rate of Base
\nCompensation at the time of Notice of Termination has been increased or
\ndecreased to reflect a change from the Short Term Incentive Plan used to
\ndetermine the Performance Bonus defined above, and the change is for the purpose
\nof altering the future relationship of Bonus to total Annual Cash Compensation
\nof the Executive, then the dollar amount of that increase or decrease in annual
\nrate of Base Compensation will be excluded in determining ICP Payments.<\/p>\n<\/p>\n d. Installment Payments<\/u><\/p>\n<\/p>\n Although the amount of an Executive153s benefit is determined on a monthly
\nbasis, such monthly amount shall be converted to and made at the same frequency
\nas the Corporation153s standard payroll practices. With respect to any benefit
\nunder Officer-ICP that is considered deferred compensation pursuant to Code
\nSection 409A, each installment payment shall be considered a separate payment.\n<\/p>\n<\/p>\n 2. Commencement<\/u><\/p>\n<\/p>\n Officer-ICP Payments, or entitlement to begin receiving them, will commence
\nafter the Corporation has received a valid unrevoked Release and Agreement from
\nExecutive, subject to any Set-offs, Adjustments and Withholding as specified
\nherein. Unless the Executive is a Specified Employee, Officer-ICP Payments shall
\ncommence as of the date specified in the agreement with the Executive
\nimplementing the terms of an Executive153s Officer-ICP Payments, but not later
\nthan ninety (90) days following the date of the Executive153s separation from
\nservice, as defined under Code Section 409A. If at the time of the Executive153s
\nseparation from service, as defined under Code Section 409A, the Executive is a
\nSpecified Employee then no distribution of an Officer-ICP Payment that is
\nconsidered deferred compensation pursuant to Code Section 409A will be made
\nwithin 6 months of the separation from service, as defined under Code
\nSection 409A, unless such Officer-ICP Payment would otherwise be exempt from the
\nrequirements of Code Section 409A. Any Officer-ICP Payments suspended during
\nsuch 6 month period will be paid at the time of the first Officer-ICP Payment
\nafter such 6 month period. The Executive shall not be entitled to any
\ncompensation, benefits or perquisites, other than Officer-ICP Payments, after
\nthe date of the Executive153s separation from service, as defined under Code
\nSection 409A.<\/p>\n \n 4<\/p>\n
\n<\/p>\n 3. Set-Off and Withholding<\/u><\/p>\n<\/p>\n Officer-ICP Payments are not intended to duplicate or be in addition to any
\nother payment due between the Corporation and the Executive.<\/p>\n<\/p>\n a. Reduction<\/u><\/p>\n<\/p>\n Each Payment otherwise due from the Corporation to the Executive will be
\nreduced, dollar for dollar and in timing by all amounts which the Executive
\nreceives or is entitled to receive from the Corporation or under a plan, program
\nor agreement maintained by and at the expense of the Corporation after the
\nEmployment Severance Date. This will include but not be limited to legally
\nrequired payments during any required notice period or in connection with a
\nplant closing, mass layoff, termination, severance or redundancy under any law,
\nregulation or order. This will also include such sources as life and disability
\ninsurance. It will not apply to accrued vacation or expense reimbursement (both
\nwill be paid in cash at termination), pension proceeds, 401(k) proceeds,
\ndeferred compensation plans, Social Security, equity awards (for example, stock
\noptions, performance shares or restricted stock awards) or benefits payable
\nunder any Worker153s Compensation or similar law or regulation. Termination of
\nemployment by reason of mandatory retirement under a lawful and uniform policy
\nof the employer applicable to the Executive will not be treated as a termination
\nfor Officer-ICP purposes. In no circumstance whatsoever shall there be any
\ncombination or duplication of any Officer-ICP Payments with any such other
\nlegally required payment or payments which shall result in the Executive
\nreceiving because of or due to termination of employment a combined total amount
\nfrom the Corporation which is greater than the amount of Officer-ICP Payments to
\nwhich Executive is entitled under this Officer-ICP before accounting for such
\nlegally required other payments.<\/p>\n<\/p>\n b. Adjustments<\/u><\/p>\n<\/p>\n Taxes and other amounts which the Corporation reasonably determines are
\nrequired by law or by the Executive153s written instruction will be withheld from
\nOfficer-ICP amounts otherwise payable.<\/p>\n<\/p>\n 4. Recovery of Payments<\/u>.<\/p>\n<\/p>\n In addition to any other remedies available to the Corporation on account of
\nan Executive153s violation of the requirements under this Officer-ICP, the
\nCorporation has the right to recover Officer-ICP Payments that have been made to
\nthe Executive as specified in the agreement with the Executive implementing the
\nterms of an Executive153s Officer-ICP Payments.<\/p>\n \n 5<\/p>\n
\n<\/p>\n E. DEATH OF EXECUTIVE<\/u><\/p>\n<\/p>\n If an Executive should die after Notice of Termination and before completion
\nof the Executive153s Payment Period, the remaining Payments will be made by the
\nCorporation as follows, without unnecessary interruption:<\/p>\n<\/p>\n 1. Unless the Executive has otherwise
\ndesignated in unrevoked writing, acknowledged in writing by the CEO, the
\nsurviving spouse of the Executive, if any, will be entitled to all remaining
\nPayments.<\/p>\n<\/p>\n 2. If the Executive has otherwise
\neffectively designated in unrevoked writing, acknowledged in writing by the CEO,
\nthen Payment will be made to or for the account of the person or persons so
\ndesignated as identified by the Corporation.<\/p>\n<\/p>\n 3. In the absence of effective prior
\nwritten designation by the Executive and of a known surviving spouse, the
\nCorporation shall pay any remaining Payments to the Executive153s estate.<\/p>\n<\/p>\n 4. In the interest of providing
\nuninterrupted income to authorized beneficiaries of the Executive, any
\nOfficer-ICP Payment made with reasonable care and in good faith by the
\nCorporation shall conclusively constitute Payment by the Corporation in
\naccordance with and satisfaction of the entitlement of the Executive and
\nExecutive153s beneficiaries under Officer-ICP. No interest or other charge shall
\nbe payable by the Corporation or its representatives on any Payment delayed by
\nthe Corporation to permit reasonable verification of authorized recipient(s).\n<\/p>\n<\/p>\n F. DISQUALIFICATION<\/u><\/p>\n<\/p>\n 1. No Executive will be disqualified
\nfrom receipt of future Officer-ICP Payments by reason of any act or omission of
\nanyone other than the Executive or one or more persons acting pursuant to the
\nconscious and effective control of the Executive. Disqualification will be
\ninterpreted as follows:<\/p>\n<\/p>\n a. While Employed in the
\nCorporation<\/u><\/p>\n<\/p>\n Deliberate and serious disloyal or dishonest conduct in the course of
\nemployment will disqualify if it justifies and results in prompt discharge for
\nspecific cause under the established policies and practices of the Corporation
\nas interpreted by the CEO for this purpose. Examples would include material
\nunlawful conduct, material and conscious falsification or unauthorized
\ndisclosure of important records or reports, embezzlement or unauthorized
\nconversion of property, serious violation of conflict of interest or vendor
\nrelations policies, and misuse or disclosure of significant trade secrets or
\nother information likely to be of use to the detriment of the Corporation or its
\ninterests.<\/p>\n \n 6<\/p>\n
\n<\/p>\n b. After Notice of Termination<\/u>\n<\/p>\n<\/p>\n The Officer-ICP will not restrict an Executive153s conduct or employment
\nopportunities after Notice of Termination, or any independent remedy of the
\nCorporation or its representatives by reason of the Executive153s conduct while
\nemployed. The obligation of the Corporation to or for an Executive during the
\nEligibility and Payment Periods can be terminated only by the deliberate conduct
\nof the Executive or one acting under the Executive153s conscious and effective
\ncontrol, and only as to any Officer-ICP Payments not yet due, by reason of one
\nor more of the following events:<\/p>\n<\/p>\n 1) Unauthorized removal, use or disclosure of strategic or
\noperating plans, trade secrets, customer lists, internal systems or other
\nsignificant proprietary information of or concerning the Corporation or its
\npersonnel, the use or disclosure of which is intended or likely to cause loss or
\nreduction of business advantage or substantial injury to the Corporation or its
\nmanagement, business opportunities or interests.<\/p>\n<\/p>\n 2) Expressing or endorsing publication of untrue statements
\nwhich are intended or likely to receive broad public attention and to bring the
\nCorporation or its interests, methods or representatives into disrepute.<\/p>\n<\/p>\n 3) Providing materially false or misleading information
\nconcerning post-termination employment, or failure or refusal promptly and
\naccurately to provide required information, verification or authorization
\nrequired by the CEO as provided in this Statement and affecting any Officer-ICP
\npayment due from the Corporation.<\/p>\n<\/p>\n 4) Solicitation of or an offer to an employee within the
\nCorporation to accept employment elsewhere, where the selection of or offer to
\nthe recruited employee was based in the whole or in part upon Executive153s
\nknowledge or experience concerning the employee which was acquired by the
\nExecutive while employed within the Corporation or through one or more personal
\nacquaintances employed within the Corporation.<\/p>\n<\/p>\n 5) Exercising the discretion, authority or powers of an office
\nor position held by an Executive after Notice of Termination, and whether or not
\nbefore an Employment Severance Date, unless specifically authorized or directed
\nin writing in advance by an authorized executive of the Corporation.<\/p>\n<\/p>\n 2. Recoupment<\/u><\/p>\n<\/p>\n Notwithstanding any other provisions of the Officer-ICP, pursuant to the
\nCorporation153s recoupment policy as adopted by the Compensation Committee of<\/p>\n \n 7<\/p>\n
\n<\/p>\n the Board of Directors (the “Committee”), as amended from time to time, and
\nas in effect at the date of the Officer153s Employment Severance Date (“Recoupment
\nPolicy”), an Officer who engaged in intentional misconduct that contributed
\ndirectly or indirectly, in whole or in part, to the need for a restatement of
\nthe Corporation153s consolidated financial statements may be disqualified from
\nreceipt of Officer-ICP Payments and the Committee retains the discretion to
\nrecover Officer-ICP Payments in such event.<\/p>\n<\/p>\n a. If the Committee determines
\nOfficer-ICP Payments are subject to recovery by the Corporation under this
\nSection II.F.2. and the Recoupment Policy, the Committee shall be entitled, in
\nits discretion, to demand repayment or cancellation of all or a portion of the
\nmaximum amount that can be recovered or cancelled, to the extent necessary to
\navoid unjust enrichment of the recipient under the circumstances.<\/p>\n<\/p>\n b. Pending a determination by the
\nCommittee on the application of this Section II.F.2. and the Recoupment Policy
\nto a recipient of Officer-ICP Payments, the Committee shall have the authority
\nto suspend any payments under the Officer-ICP.<\/p>\n<\/p>\n c. Upon a determination by the
\nCommittee that Officer-ICP payments are subject to recovery by the Corporation,
\nthe Corporation shall have the right, to the extent permitted by law (and
\nwithout causing payments to become taxable under Section 409A of the Code), to
\nset-off amounts due under this Section II.F.2. and the Recoupment Policy against
\nany amount owed by the Corporation to the recipient of Officer-ICP Payments
\nunder any deferred compensation plan.<\/p>\n<\/p>\n d. An amendment of the Recoupment Policy
\nshall not be treated as an amendment of the Officer-ICP under Section II.M.<\/p>\n<\/p>\n 3. Preservation of Rights<\/u><\/p>\n<\/p>\n Neither Officer-ICP nor its application shall waive, excuse, preclude or
\notherwise affect any right or remedy which the Corporation or any agent or
\nrepresentative of the Corporation may have, individually or collectively, under
\nlaw by reason of conduct of the Executive during or after employment within the
\nCorporation. Any remedies or rights set forth in this Section II.F. will be
\nadditional and not exclusive remedies.<\/p>\n<\/p>\n G. COMPETITIVE EMPLOYMENT<\/u><\/p>\n<\/p>\n An Executive will receive not less than the full amount of the specified
\nOfficer-ICP Payments from the Employment Severance Date through the full Payment
\nPeriod whether or not compensated by another employer for services in that
\nperiod, unless disqualified under Section F., immediately above or as provided
\nin this Section G. Compensation from employment which is not identified as
\nDirectly Competitive Employment (“DCE”) will be in addition to and will not
\nreduce any Officer-ICP<\/p>\n \n 8<\/p>\n
\n<\/p>\n Payment. If an Executive engages in DCE as specifically defined in advance
\nand by this Statement, then each Officer-ICP Payment otherwise payable to the
\nExecutive will be currently reduced, dollar for dollar and in timing, by the
\namount of all Cash Compensation earned (whether on a current or deferred payment
\nbasis) from that source during the Payment Period.<\/p>\n<\/p>\n These provisions will be interpreted and administered as follows:<\/p>\n<\/p>\n 1. Purpose of Set-Off<\/u><\/p>\n<\/p>\n Reduction of Officer-ICP Payments by the amount of Cash Compensation
\ndetermined to be from DCE is not intended to restrict or penalize an Executive153s
\nchoice of alternative career opportunities, but only to preserve and reconcile
\nthe personal income security intended to be provided to Executives by
\nOfficer-ICP with the legitimate interests of the Shareholders of the Corporation
\nin its highly competitive business context.<\/p>\n<\/p>\n 2. Competitors Identified<\/u><\/p>\n<\/p>\n At or about the time of Notice of Termination, the Corporation will inform
\nthe Executive in writing of those employers who have been individually and
\nspecifically determined to offer DCE for Officer-ICP purposes with respect to
\nthe Executive153s former employment within the Corporation. This designation will
\ntake into account existing operations and known plans of the Corporation and of
\nthe employers listed, and will not change during the Eligibility Period by
\nreason of subsequent and mutually unanticipated changes in the operations or
\nplans of either.<\/p>\n<\/p>\n 3. Criteria<\/u><\/p>\n<\/p>\n The following criteria will be employed in determining and administering
\nOfficer-ICP application to DCE.<\/p>\n<\/p>\n a. Selective Potential Detriment<\/u>\n<\/p>\n<\/p>\n A position will not be determined to constitute DCE for this purpose unless
\nthe CEO determines that the competitive effectiveness of the Executive and the
\nnew employer would be materially enhanced by the Executive153s current knowledge
\nof such matters as the particular methods, policies, customers, suppliers,
\npersonnel or plans of the Corporation or its relevant business unit, as
\ndistinguished from the skills, experience and services of the Executive
\ngenerally. The Corporation will identify for DCE purposes not more than five
\npersons, firms or corporations who are determined for this purpose to be the
\nleading direct and immediate competitors of the affected business of the
\nCorporation.<\/p>\n \n 9<\/p>\n
\n<\/p>\n b. Preservation of Employment
\nOpportunities<\/u><\/p>\n<\/p>\n Whether or not an Executive153s most recent employment within the Corporation
\ninvolved direct participation in the management of one or more business units,
\nthis section will not be used to discourage or penalize otherwise suitable
\nemployment opportunities in retailing or otherwise. The Corporation may require,
\nas a condition of avoiding DCE designation for the Executive, a suitable written
\nundertaking by the Executive and the new employer that the Executive remains
\nobliged not to use or divulge trade secrets or proprietary information of the
\nCorporation and that the Executive will not volunteer or be expected or required
\nto violate that obligation in the course of the new employment.<\/p>\n<\/p>\n c. Relevant Considerations<\/u><\/p>\n<\/p>\n In determining DCE, the CEO will give suitable consideration to geographic,
\nproduct and price-line marketing overlaps, the nature and content of the
\nExecutive153s particular knowledge of strategies and plans within the Corporation,
\nand the extent to which the Executive153s knowledge, as distinguished from skills,
\nis likely to be a significant factor in generating an employment opportunity.
\nEmployment exclusively with a component of a larger business entity, which
\ncomponent is not presently or known to be planned to be a direct and immediate
\ncompetitor of the Executive153s former business unit, will not be treated as DCE
\nmerely because one or more other components of that entity is or may become a
\ncompetitor of the Corporation or one or more of its business units.<\/p>\n<\/p>\n 4. Officer-ICP Payment Reduction<\/u>\n<\/p>\n<\/p>\n Uniform and responsible administration of Officer-ICP will require reliable
\ninformation and verification to the Corporation.<\/p>\n<\/p>\n a. Reporting<\/u><\/p>\n<\/p>\n To be eligible for any Officer-ICP Payment during a period of DCE, an
\nExecutive must, in addition to all other required reporting, provide to the
\nCorporation in writing an accurate statement of the amount and payment schedule
\nof all Cash Compensation or its equivalent to be received from the new DCE
\nemployer and of any subsequent change or correction of that amount, in such form
\nand with such verification as the CEO may request in writing. An Executive will
\nnot be or become entitled to receive or retain any portion of any Officer-ICP
\nPayment on account of any Payment Period for which that information, and any
\nrequired verification, is not currently and accurately provided.<\/p>\n \n 10<\/p>\n
\n<\/p>\n b. Verification and Reconciliation<\/u><\/p>\n<\/p>\n Required verification may include authorization for written confirmation from
\nthe employer and confidential disclosure of completed W-2, payroll and income
\ntax forms of the Executive on which taxes have been or will be paid. If the
\nCorporation withholds for more than 30 days any Officer-ICP Payment pending
\nreceipt of required information or verification which is later received and
\nfound satisfactory, the Corporation will pay interest at a realistic rate
\ndetermined by the CEO for the period of delay. The Corporation and the Executive
\nwill each fairly and promptly adjust by payment any discrepancy later discovered
\nbetween reported and actual Cash Compensation of the Executive, but the
\nCorporation will have no liability for any amount not claimed by an Executive in
\nwriting before final expiration of the Executive153s Payment Period.<\/p>\n<\/p>\n H. REASSIGNMENT AND SPIN-OFF<\/u><\/p>\n<\/p>\n 1. Reassignment and Other Adjustments<\/u><\/p>\n<\/p>\n The Corporation may transfer an Executive to another position within the
\nCorporation or reduce the Executive153s Base Compensation in Executive153s current
\nposition (collectively referred to as “Reassignment”). An Executive in the case
\nof either event may elect Officer-ICP Payments if the Executive153s total monetary
\ncompensation after Reassignment will be measurably and substantially below the
\ntotal monetary compensation of the Executive immediately before notice of
\nReassignment. For this purpose, total monetary compensation will include salary
\nand bonus and continuation, or payment of the substantial equivalent in Cash
\nCompensation, of all non-cash personal benefits and perquisites which the
\nExecutive was receiving immediately before and does not receive after the
\nReassignment and which are susceptible of accurate and objective measurement in
\ndollars as determined by the CEO. An Executive who elects Officer-ICP Payments
\nmust terminate employment with the Corporation within thirty (30) days after
\nnotice of Reassignment to be eligible for such payments.<\/p>\n<\/p>\n 2. Spin-Off<\/u><\/p>\n<\/p>\n An Executive who is employed by a business unit on the closing date of any
\nSpin-Off that includes such business unit is no longer eligible for Officer-ICP.
\nA Spin-Off will be deemed to have occurred for purposes of this paragraph
\nwhether or not afterward: (a) the Executive has a personal ownership or
\nincentive interest in the severed business unit or operation; or (b) the severed
\nbusiness unit or operation becomes, as a result of or after the severance, a
\npart of one or more other legal entity or entities.<\/p>\n<\/p>\n I. REPORTING<\/u><\/p>\n<\/p>\n For convenience and uniformity of administration, each Executive while
\neligible for or entitled to Officer-ICP Payments after Notice of Termination
\nwill be expected as a pre-<\/p>\n \n 11<\/p>\n
\n<\/p>\n condition currently and accurately to inform the Corporation in writing of
\nthe name and business address of each employer of Executive during the
\nEligibility and Payment Periods, including a summary description of the nature
\nand principal business locations of the new employer and the title, principal
\nduties, address and telephone number of the Executive. Significant changes in
\nemployment, duties or location will also be promptly reported. The Corporation
\nwill not be required to make any Officer-ICP Payment for any period for which it
\nhas not received a current and accurate report as required by, or by the CEO in
\naccordance with, this Statement.<\/p>\n<\/p>\n J. INTERPRETATION<\/u><\/p>\n<\/p>\n 1. Any decision of the CEO will be: (1) Final and conclusive of
\nthe rights and obligations of all affected parties and (2) Applied uniformly as
\nto all Executives then similarly situated (subject to subsequent Officer-ICP
\namendment); and (3) Not subject to separate determination or review by any
\npublic or private agency or authority except as expressly provided in this
\nStatement.<\/p>\n<\/p>\n 2. References to compensation and other monetary rates or
\nmeasurements in this Statement and its applications are in current dollars,
\nunadjusted by reason of inflation, deflation or otherwise.<\/p>\n<\/p>\n 3. Any portion of a full calendar month or year will be prorated
\non a full calendar basis, without differential related to such considerations as
\nworking days or holidays. Any portion of a day will be treated as a full day,
\nand measurement days will begin and end at midnight, current time. The fiscal
\nyear of the Corporation will be treated for all purposes as it is for financial
\nreporting purposes.<\/p>\n<\/p>\n 4. In the event of application or interpretation of Officer-ICP
\nto an individual Executive who is a Director of the Corporation, or otherwise in
\nits sole discretion, the Board of Directors of the Corporation or its authorized
\ncommittee shall have and may exercise the sole, exclusive and final authority
\nand discretion of the CEO for any purpose under Officer-ICP.<\/p>\n<\/p>\n K. RELEASE<\/u><\/p>\n<\/p>\n Payment and receipt of Officer-ICP Payments will be in full and final
\nsatisfaction of all claims by or through an Executive against the Corporation
\nand its representatives by reason of the employment of the Executive and its
\ntermination, except as otherwise expressly provided in this Statement or as
\nrequired by applicable law or regulation. A signed and unrevoked written Release
\nto that effect, in form approved by the CEO, will be delivered by the Executive
\nor the Executive153s representative to the Corporation before any Officer-ICP
\nPayment will become payable by the Corporation to or on account of the
\nExecutive. Such Release must be delivered to the Corporation within 60 days of
\nthe date of Executive153s separation from service, as defined under Code
\nSection 409A. The Release may, without limitation, require a representation that
\nno confidential documents concerning the Corporation or its intentions have been
\nor will be removed or retained by the Executive without specific authority, and
\nthat the Executive will not<\/p>\n \n 12<\/p>\n
\n<\/p>\n engage in disqualifying misconduct as defined in this Statement, in reference
\nto the Corporation. The Release will not affect any conversion, vested or
\ncontinuing rights available to an Executive under a plan of the Corporation
\nother than Officer-ICP.<\/p>\n<\/p>\n L. GENERAL<\/u><\/p>\n<\/p>\n The Officer-ICP and this Statement will not constitute or infer an obligation
\nor undertaking to employ any person for any future period of time or in any
\nspecific position. Officer-ICP Eligibility or Payments after Notice of
\nTermination will not create, continue or evidence any employment relationship
\nwith the Corporation. All employment privileges, benefits and perquisites not
\nexpressly and in writing reserved to an Executive under Officer-ICP will
\nterminate on Executive153s separation from service, as defined under Code
\nSection 409A, unless otherwise expressly agreed in advance in writing by the
\nCorporation. This will not affect any conversion, vested or other continuing
\nbenefits or rights available to an Executive under a plan of the Corporation
\nother than Officer-ICP.<\/p>\n<\/p>\n M. AMENDMENT<\/u><\/p>\n<\/p>\n Officer-ICP and this Statement may not be terminated and may not be amended
\nto reduce benefits with respect an Executive subject to the Officer-ICP until
\ntwelve months after the Executive receives written notice of the proposed
\ntermination or amendment. Except as set forth in the first sentence hereof,
\nOfficer-ICP and this Statement can be amended (including modification,
\nrestatement, suspension and termination) at any time, without prior written
\nnotice to or consultation with any Executive, by action of the Board of
\nDirectors or by action of a person so authorized by resolution of the Board of
\nDirectors and subject to any limitations or conditions in such authorization.
\nAny such change will have effect as follows:<\/p>\n<\/p>\n 1. Effective Date of Change<\/u><\/p>\n<\/p>\n Except as set forth below, any amendment will be effective on the date of its
\nadoption by the Board or committee or such other such subsequent date or dates
\nas may be specified in the amendment or the resolution by which it is adopted.
\nUnless otherwise mutually agreed in writing by the parties, (a) an amendment or
\ntermination will have no effect upon any Executive who at the time has received
\nNotice of Termination under Officer-ICP and (b) a termination or an amendment
\nthat reduces benefits will not be effective as to an Executive subject to the
\nOfficer-ICP until twelve months after the Executive receives written notice of
\nthe termination or amendment.<\/p>\n<\/p>\n 2. Notice of Amendment<\/u><\/p>\n<\/p>\n The Corporation will promptly after any amendment provide to each Executive
\nthen eligible for Officer-ICP benefits a written statement of Officer-ICP as
\namended, and no amendment will be effective as to an Executive until the later
\nof the date the Executive receives such written statement, or twelve months
\nafter notice as provided in 1 above. An Executive will be deemed to have
\nreceived the<\/p>\n \n 13<\/p>\n
\n<\/p>\n written statement if it is delivered to the Executive in person, or after 48
\nhours following its hand delivery or dispatch by mail or other suitable means of
\ndelivery to the last known address of the Executive.<\/p>\n<\/p>\n 3. Acquiescence<\/u><\/p>\n<\/p>\n An amendment will apply in full to an Executive if mutually agreed in writing
\nby the Executive and the Corporation, or if the Executive or the Executive153s
\nrepresentative knowingly receives a benefit or improvement under Officer-ICP as
\namended which would not have been available without the amendment. If any such
\nbenefit from an amendment is knowingly received by an Executive with the consent
\nof the Corporation, then all elements of that amendment and all prior
\nOfficer-ICP Statements and amendments then currently in effect will also be
\napplicable to the Executive.<\/p>\n<\/p>\n 4. Adjustment<\/u><\/p>\n<\/p>\n A change in or addition or deletion of any benefit or perquisite plan or
\nprogram of the Corporation applicable to an Executive may be expressly made
\nsubject to prior written agreement by the Executive upon a corresponding change
\nin the interpretation or application of Officer-ICP to the Executive, to prevent
\nredundant or other unintended benefits or detriments to the Executive or the
\nCorporation which might otherwise result.<\/p>\n<\/p>\n 5. Change in Control<\/u><\/p>\n<\/p>\n No amendment or termination that would adversely affect the benefits or
\nprotections under the Officer-ICP of any eligible Executive as of the date of
\nsuch amendment or termination shall be effective as to such individual unless no
\nChange in Control occurs within twelve (12) months of the adoption of such
\namendment or termination, and any such attempted amendment or termination
\nadopted within twelve (12) months prior to a Change in Control shall
\nretroactively be null and void from the date of adoption as it relates to all
\nsuch Executives who were eligible for benefits under the Officer-ICP prior to
\nsuch adoption.<\/p>\n<\/p>\n For two (2) years after a Change in Control, the Officer-ICP and this
\nStatement may not be amended in any manner that would adversely affect the
\nbenefits or protections under the Officer-ICP of the Executives who are eligible
\nfor benefits under the Officer-ICP at the time of the Change in Control.<\/p>\n<\/p>\n N. APPLICABLE LAW<\/u><\/p>\n<\/p>\n It is intended that the decision of the CEO, as specified in the Officer-ICP
\nstatement, will be exclusive and final with respect to any application or
\ninterpretation of Officer-ICP. If any body of law should be used or applied in
\ndetermining the meaning or effect of Officer-ICP, in the interest of consistency
\nthis will be deemed an agreement made<\/p>\n \n 14<\/p>\n
\n<\/p>\n and executed in the State of Minnesota and the law of the State of Minnesota
\nwill control to the extent not preempted by federal law.<\/p>\n<\/p>\n O. DEFINITIONS<\/u><\/p>\n<\/p>\n As used in this Statement:<\/p>\n<\/p>\n 1. “Cash Compensation”<\/u><\/p>\n<\/p>\n Means all amounts earned, whether or not currently payable, as wages, salary,
\nbonus or a combination by an Executive, payable in cash or its equivalent or
\nagreed to be in lieu of cash compensation. This will not include any stock-based
\ncompensation (whether such stock-based compensation is settled in cash or
\notherwise), or the value of employee or executive perquisites or benefits
\naccrued or received pursuant to a plan of the employer which is uniformly
\napplied to all of the employees of the employer who are similarly situated or is
\nconsistent with established prior practice for the position occupied by the
\nExecutive.<\/p>\n<\/p>\n 2. “CEO”<\/u><\/p>\n<\/p>\n Means the Chief Executive Officer of Target Corporation, as then currently
\ndesignated by its Board of Directors, or as otherwise expressly provided in the
\nOfficer-ICP Statement.<\/p>\n<\/p>\n 3. “Corporation”<\/u><\/p>\n<\/p>\n Means Target Corporation and each and all of its business units, including
\ndivisions and subsidiaries, unless otherwise clearly intended by the written
\ncontext, and any person with whom Target Corporation would be considered a
\nsingle employer under Code Sections 414(b) and 414(c).<\/p>\n<\/p>\n 4. “Directly Competitive Employment” (or “DCE”)<\/u><\/p>\n<\/p>\n Means personal services to, or for the direct and intended benefit of, a
\nperson, firm or corporation determined by the CEO and specified in writing to
\nthe Executive at or about the time of Notice of Termination as constituting DCE
\nfor Officer-ICP purposes.<\/p>\n<\/p>\n 5. “Employment Severance Date”<\/u><\/p>\n<\/p>\n All employment relationships between the Executive and the Corporation shall
\ncease on the Employment Severance Date.<\/p>\n<\/p>\n 6. “Executive” or “Officer” (both of which shall have the same
\ndefinition)<\/u><\/p>\n<\/p>\n Means an Executive Officer (as defined by the Securities and Exchange
\nCommission) of the Corporation or an individual employed as an executive within
\nthe Corporation who currently, or within the designated Eligibility<\/p>\n \n 15<\/p>\n
\n<\/p>\n Period, has been designated and categorized by the CEO as an Officer of the
\nCorporation. Unless clearly otherwise intended by the written context,
\nExecutive or Officer will include all beneficiaries of and persons claiming by
\nor through the designated employee or former employee.<\/p>\n<\/p>\n An Executive or Officer is not eligible for Officer-ICP unless (1) his or her
\nservices are performed within the continental United States (including Alaska)
\nor Hawaii or (2) his or her principal base of operations to which he or she
\nfrequently returns is within the continental United States (including Alaska )
\nor Hawaii.<\/p>\n<\/p>\n 7. “Notice of Termination” (or “Notice”)<\/u><\/p>\n<\/p>\n Means an unconditional written or oral statement of an Executive153s
\norganizational superior that the Executive153s employment in the Corporation is
\nterminated at the instance of the Corporation. Notice that an Executive153s
\nemployment will end because of achievement of the age of mandatory retirement
\nunder lawful policies of the Corporation will not be a Notice of Termination for
\nOfficer-ICP purposes.<\/p>\n<\/p>\n 8. “Payments” (or “ICP Payments”)<\/u><\/p>\n<\/p>\n By the Corporation will include all of those payments made by or on account
\nof the Corporation under Officer-ICP and will include all of those made to or
\nfor the account of an Executive or a designated creditor or authorized
\nrepresentative or beneficiary of an Executive or deceased Executive.<\/p>\n<\/p>\n 9. “Reassignment”<\/u><\/p>\n<\/p>\n Means the transfer of an Executive to another position within the Corporation
\nor a reduction on the Executive153s Base Compensation in Executive153s current
\nposition.<\/p>\n<\/p>\n 10. “Spin-Off”<\/u><\/p>\n<\/p>\n Means a sale of assets or stock or other disposition as a going business of
\nthe Corporation153s ownership or control of a business unit or other operation
\npreviously a part of the Corporation.<\/p>\n<\/p>\n 11. “Change in Control”<\/u><\/p>\n<\/p>\n “Change in Control” means one of the following:<\/p>\n<\/p>\n (a) Individuals who are Continuing Directors cease for any reason
\nto constitute 50% or more of the directors of Target, or<\/p>\n<\/p>\n (b) 30% or more of the outstanding voting power of the Voting Stock
\nof Target is acquired or beneficially owned (within the meaning of Rule<\/p>\n \n 16<\/p>\n
\n<\/p>\n 13d-3 under the Exchange Act) by any Person other than an entity resulting
\nfrom a Business Combination in which clauses (x) and (y) of subparagraph
\n(c) apply, or<\/p>\n<\/p>\n (c) the consummation of a merger or consolidation of Target with or
\ninto another entity, a statutory share exchange, a sale or other disposition (in
\none transaction or a series of transactions) of all or substantially all of
\nTarget153s 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 Target153s 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
\nTarget or all or substantially all of Target153s assets either directly or through
\none or more subsidiaries), in substantially the same proportions (as compared to
\nthe other beneficial owners of Target153s Voting Stock immediately prior to such
\nBusiness Combination) as their beneficial ownership of Target153s Voting Stock
\nimmediately prior to such Business Combination, and (y) no Person beneficially
\nowns, directly or indirectly, 30% or more of the voting power of the outstanding
\nvoting stock (or comparable equity interests) of the surviving or acquiring
\nentity (other than a direct or indirect parent entity of the surviving or
\nacquiring entity, that, after giving effect to the Business Combination,
\nbeneficially owns, directly or indirectly, 100% of the outstanding voting stock
\n(or comparable equity interests) of the surviving or acquiring entity), or<\/p>\n<\/p>\n (d) approval by the shareholders of a definitive agreement or plan
\nto liquidate or dissolve Target.<\/p>\n<\/p>\n For purposes of this Section II.O.11:<\/p>\n<\/p>\n (i) “Continuing Director” means an individual (A) who is, as of
\nJune 8, 2011, a director of Target, or (B) who becomes a director of Target
\nafter June 8, 2011, and whose initial appointment, or nomination for election by
\nTarget153s 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 \n 17<\/p>\n
\n<\/p>\n (ii) “Voting Stock” means all then-outstanding capital stock of
\nTarget entitled to vote generally in the election of directors of Target;<\/p>\n<\/p>\n (iii) “Person” means any individual, firm, corporation or other
\nentity and shall include any group comprised of any person and any other person
\nwith whom such person or any affiliate or associate (as defined in
\nRule 14a-1(a) of the Exchange Act) of such person has any agreement, arrangement
\nor understanding, directly or indirectly, for the purpose of acquiring, holding,
\nvoting or disposing of any capital stock of Target;<\/p>\n<\/p>\n (iv) “Target” means Target Corporation, a Minnesota corporation, and
\nany successor thereof; and<\/p>\n<\/p>\n (v) “Exchange Act” means the Securities Exchange Act of 1934, as
\namended and in effect from time to time, and the regulations promulgated
\nthereunder.<\/p>\n<\/p>\n 12. “Salary Grade”<\/u><\/p>\n<\/p>\n The numerical “Salary Grade” that the Executive is assigned under the
\nCorporation153s salary grading system.<\/p>\n<\/p>\n 13. “Auditor”<\/u><\/p>\n<\/p>\n The “Auditor” is the independent auditor selected by a committee of two or
\nmore members of the Compensation Committee of the Board of Directors who are
\nappointed from time to time by the Board and who are outside, independent Board
\nmembers.<\/p>\n<\/p>\n 14. “Specified Employee<\/u>“<\/p>\n<\/p>\n “Specified Employee” means an Executive who as of the date of his or her
\nseparation from service, as defined under Code Section 409A, is a “key employee”
\n(as defined below), and the Corporation has stock that is traded on an
\nestablished securities market (within the meaning of Code
\nSection 409A(a)(2)(B)). The Executive is a “key employee” during the 12-month
\nperiod beginning on the April 1 immediately following a calendar year, any time
\nduring which such Executive was a key employee as defined in Code
\nSection 416(i) (without regard to Code Section 416(i)(5)), of the Corporation.
\nAn Executive will not be treated as a Specified Employee if he or she would not
\nbe a “specified employee” as defined under Treasury regulations issued under
\nCode Section 409A.<\/p>\n<\/p>\n NOTE: Additional Definitions for particular purposes are contained in
\nthe text.<\/p>\n \n 18<\/p>\n
\n<\/p>\n P. CHANGE IN CONTROL<\/u><\/p>\n<\/p>\n Other provisions of this Statement to the contrary notwithstanding, in the
\nevent of a Change in Control:<\/p>\n<\/p>\n 1. If an Executive153s employment with the Corporation is
\nterminated, whether involuntarily or by the Executive for “good reason” (as
\ndefined in Section II.P.5), within two years following a Change in Control, an
\nExecutive shall be eligible for Officer-ICP Payments.<\/p>\n<\/p>\n 2. To the extent the Officer ICP-Payments are not subject to Code
\nSection 409A (including pursuant to a short-term deferral exception under
\nTreasury Regulation Section 1.409A-1(b)(4) and separation pay plan exception
\nunder Treasury Regulation Section 1.409A-1(b)(9)), or such Change in Control
\nqualifies as a “change in control event” under Code Section 409A, the
\nOfficer-ICP Payments shall be made in a lump sum payment within 20 days of the
\nExecutive153s separation of service, as defined under Code Section 409A; provided
\nthat if the Executive is a Specified Employee, the distribution of any such
\nOfficer-ICP Payments subject to Code Section 409A will be made 6 months after
\nthe separation of service, as defined under Code Section 409A. The lump sum
\namount shall be determined by discounting the periodic Officer-ICP Payments by a
\nrate equivalent to the annual prime rate as published in the Wall Street Journal
\non the first business day following the Officer-ICP Payments.<\/p>\n<\/p>\n 3. To the extent the Officer-ICP Payments are subject to Code
\nSection 409A, (after considering any exceptions to Code Section 409A, including
\nthe short-term deferral exception under Treasury Regulation
\nSection 1.409A-1(b)(4) and separation pay plan exception under Treasury
\nRegulation Section 1.409A-1(b)(9)) and such Change in Control does not qualify
\nas a change in control event under Code Section 409A, the Officer-ICP Payments
\nshall be made according to the payment schedule set forth in Section II.D of
\nthis Statement; provided that if the Executive is a Specified Employee, the
\ndistribution of any such Officer-ICP Payments subject to Code Section 409A will
\nbe made 6 months after Executive153s separation from service, as defined under
\nCode Section 409A.<\/p>\n<\/p>\n 4. Except for the Release required by Section II.K of this
\nStatement, all other obligations or restrictions of Executive under this
\nStatement shall terminate.<\/p>\n<\/p>\n 5. For purposes of this Section II.P, “good reason” shall mean
\nany material diminution of the Executive153s position, authority, duties or
\nresponsibilities (including the assignment of duties materially inconsistent
\nwith the Executive153s position or a material increase in the time Executive is
\nrequired by the Corporation or its successor to travel), any reduction in salary
\nor in the Executive153s aggregate bonus and incentive opportunities, any material
\nreduction in the aggregate value of the Executive153s employee benefits (including
\nretirement, welfare and fringe benefits), or relocation to a principal work site\n<\/p>\n \n 19<\/p>\n
\n<\/p>\n that is more than 40 miles from the Executive153s principal work site
\nimmediately prior to the Change in Control.<\/p>\n<\/p>\n 6. If an Executive153s employment was terminated prior to a Change
\nin Control, such Executive is receiving or is entitled to receive Officer-ICP
\nPayments that will continue after the Change in Control, and the Change in
\nControl qualified as a “change in control event” for purposes of Code
\nSection 409A, then, subject to the six month delay for Specified Employees in
\neffect under Section II.D.2, the Officer-ICP Payments due after such change in
\ncontrol event will be accelerated and paid to Executive in a lump sum as soon as
\npracticable, but not more than 90 days following such change in control event.
\nThe lump sum under this Section II.P.6 will be calculated in the same manner as
\nthe lump sum calculated under Section II.P.2 above.<\/p>\n<\/p>\n Q. CERTAIN REDUCTION OF PAYMENTS BY THE CORPORATION<\/u><\/p>\n<\/p>\n 1. Anything in this Officer-ICP to the contrary notwithstanding,
\nthe provisions of this Section Q shall apply to an Executive if the Auditor
\ndetermines that each of a and b below are applicable.<\/p>\n<\/p>\n a. Payments hereunder, determined without application of this
\nSection Q, either alone or together with other payments in the nature of
\ncompensation to the Executive which are contingent on or accelerated by a change
\nin the ownership or effective control of the Corporation, or in the ownership of
\na substantial portion of the assets of the Corporation, or otherwise, would
\nresult in any portion of the payments hereunder being subject to an excise tax
\non excess parachute payments imposed under Code Section 4999.<\/p>\n<\/p>\n b. The excise tax imposed on the Executive under Section 4999 of
\nthe Code on excess parachute payments, from whatever source, would result in a
\nlesser net aggregate present value of payments and distributions to the
\nExecutive (after subtraction of the excise tax) than if payments and
\ndistributions to the Executive were reduced to the maximum amount that could be
\nmade without incurring the excise tax.<\/p>\n<\/p>\n 2. Under this Section Q the payments under this Officer-ICP shall
\nbe reduced (but not below zero) so that the present value of such payments and
\ndistributions shall equal the Reduced Amount. The “Reduced Amount” (which may be
\nzero) shall be an amount expressed as the present value of the payments and
\ndistributions under this Officer-ICP that can be made without causing such
\npayments and distributions to be subject to the excise tax under Section 4999 of
\nthe Code. To the extent necessary, the reductions in the payments and
\ndistributions will be applied to those Officer-ICP payments nearest the
\nEmployment Severance Date until the full amount of the necessary reductions have
\nbeen applied. The determinations and reductions under this Section Q shall<\/p>\n \n 20<\/p>\n
\n<\/p>\n be made before any eliminations or reductions, if any, have been made under
\nthe Corporation153s Long Term Incentive Plan.<\/p>\n<\/p>\n 3. If the Auditor determines that this Section Q is applicable to
\nan Executive, it shall so advise the Corporation. The Corporation shall then
\npromptly give the Executive notice to that effect together with a copy of the
\ndetailed calculation supporting such determination which shall include a
\nstatement of the Reduced Amount. Such notice shall also include a description of
\nwhich and how much of the payments shall be eliminated or reduced (as long as
\nafter such election the aggregate present value of the payments equals the
\nReduced Amount.) For purposes of this Section Q, present value shall be
\ndetermined in accordance with Section 280G of the Code. All the foregoing
\ndeterminations made by the Auditor under this Section Q shall be made as
\npromptly as practicable after it is determined that parachute payments will be
\nmade to the Executive if an elimination or reduction is not made. As promptly as
\npracticable following the election hereunder, the Corporation shall pay to or
\nfor the benefit of the Executive such amounts as are then due to the Executive
\nunder this Officer-ICP and shall promptly pay to or for the benefit of the
\nExecutive in the future such amounts as become due to the Executive under this
\nOfficer-ICP.<\/p>\n<\/p>\n 4. As a result of the uncertainty in the application of
\nSection 280G of the Code at the time of the initial determination by the Auditor
\nhereunder, it is possible that payments under this Officer-ICP will have been
\nmade which should not have been made (“Overpayment”) or that additional payments
\nwhich will have not been made could have been made (“Underpayment”), in each
\ncase, consistent with the calculation of the Reduced Amount hereunder. In the
\nevent that the Auditor, based upon the assertion of a deficiency by the Internal
\nRevenue Service against the Corporation or the Executive which the Auditor
\nbelieves has a high probability of success, determines that an Overpayment has
\nbeen made, any such Overpayment shall be treated for all purposes as a loan to
\nthe Executive which the Executive shall repay together with interest at the
\napplicable Federal rate provided for in Section 7872(f)(2) of the Code;
\nprovided, however, that no amount shall be payable by the Executive if and to
\nthe extent such payment would not reduce the amount which is subject to the
\nexcise tax under Section 4999 of the Code. In the event that the Auditor, based
\nupon controlling precedent, determines that an Underpayment has occurred, any
\nsuch Underpayment shall be promptly paid to or for the benefit of the Executive
\ntogether with interest at the applicable Federal rate provided for in
\nSection 7872(f)(2)(A) of the Code.<\/p>\n<\/p>\n 5. In making its determination under this Section Q, the value of
\nany non-cash benefit shall be determined by the Auditor in accordance with the
\nprinciples of Section 280G(d)(3) of the Code.<\/p>\n<\/p>\n 6. All determinations made by the Auditor under this Section Q
\nshall be binding upon the Corporation and the Executive.<\/p>\n \n 21<\/p>\n
\n<\/p>\n \n CLAIMS PROCEDURE<\/u><\/strong><\/p>\nfor the<\/strong><\/p>\nTarget Corporation<\/strong><\/p>\nOfficer Income Continuance Policy Statement<\/strong>\n<\/p>\n\n When your employment with Target Corporation (the “Company”) terminates, the
\nCompany will tell you whether you are eligible for benefits from the
\nabove-referenced plan and, if so, the amount and timing of the payments that
\nwill be made to you.<\/p>\n<\/p>\n If you believe that the Company153s determination is incorrect in any way, you
\nmust file a written claim with the Chief Executive Officer of the Company. The
\nChief Executive Officer or his or her delegate ordinarily will respond to the
\nclaim within 90 days of the date on which it is received. However, if special
\ncircumstances require an extension of the period of time for processing a claim,
\nthe 90-day period can be extended for an additional 90 days by giving you
\nwritten notice of the extension and the reason that the extension is necessary.\n<\/p>\n<\/p>\n If the claim for a benefit is approved, you will receive written notice of
\nthe amount of your benefit and the date on which payments will begin. If your
\nclaim is denied in whole or in part, you will be told in writing the specific
\nreasons for the decision and will receive an explanation of the procedures for
\nreviewing the decision.<\/p>\n<\/p>\n If you do not agree with the decision, you can request that the Chief
\nExecutive Officer reconsider his or her decision by filing a written request for
\nreview within 60 days after receiving notice that the claim has been denied. You
\nor your representative can also present written statements which explain why you
\nbelieve that the benefit claimed should be paid and may review all pertinent
\nplan documents.<\/p>\n<\/p>\n Generally, the decision will be reviewed within 60 days after the Chief
\nExecutive Officer receives a request for reconsideration. However, if special
\ncircumstances require a delay, the review may take up to 120 days. (If a
\ndecision cannot be made within the 60-day period, you will be notified of this
\nfact in writing.) You will receive a written notice of the decision which will
\nexplain the reasons for the decision by making specific reference to the Plan
\nprovisions on which the decision is based.<\/p>\n<\/p>\n These Claims Procedures must be followed before you can file a lawsuit
\nseeking recovery of any Officer-ICP Payments to which you claim to be entitled.\n<\/p>\n<\/p>\n
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