{"id":40711,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/target-long-term-incentive-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"target-long-term-incentive-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/target-long-term-incentive-plan.html","title":{"rendered":"Target Long Term Incentive Plan"},"content":{"rendered":"

TARGET CORPORATION<\/strong><\/p>\n

LONG-TERM INCENTIVE PLAN<\/strong><\/p>\n

(As amended and restated on May 28, 2009)<\/p>\n

\n

ARTICLE I<\/strong><\/p>\n

ESTABLISHMENT OF THE PLAN<\/strong><\/p>\n<\/p>\n

1.1 PLAN NAME. This plan is known as the “Target Corporation
\nLong-Term Incentive Plan” (hereinafter called the “Plan”).<\/p>\n<\/p>\n

1.2 PURPOSE. The purpose of the Plan is to advance the performance
\nand long-term growth of the Company by offering long-term incentives to
\ndirectors and employees of the Company and its Subsidiaries and such other
\nParticipants who the Plan Committee determines will contribute to such
\nperformance and growth inuring to the benefit of the shareholders of the
\nCompany. This Plan is also intended to facilitate recruiting and retaining
\npersonnel of outstanding ability.<\/p>\n

\n

ARTICLE II<\/strong><\/p>\n

DEFINITIONS<\/strong><\/p>\n

\n

2.1 AWARD. An “Award” is a grant of Stock Options, Stock
\nAppreciation Rights, Dividend Equivalents, Performance Awards, Restricted Stock
\nor Restricted Stock Units under the Plan.<\/p>\n<\/p>\n

2.2 BOARD. The “Board” is the Board of Directors of the Company.\n<\/p>\n<\/p>\n

2.3 CASH PROCEEDS. “Cash Proceeds” means the cash actually
\nreceived by the Company for the purchase price payable upon exercise of a Stock
\nOption plus the maximum tax benefit that could be realized by the Company as a
\nresult of the exercise of such Stock Options, which tax benefit shall be
\ndetermined by multiplying (a) the amount that is deductible as a result of any
\nsuch Stock Option exercise (currently equal to the amount upon which the
\nParticipant153s tax withholding obligation is calculated), times (b) the maximum
\nfederal corporate income tax rate for the year of exercise. To the extent a
\nParticipant pays the exercise price and\/or withholding taxes with shares, Cash
\nProceeds shall not be calculated with respect to the amounts so paid.<\/p>\n<\/p>\n

2.4 CHANGE IN CONTROL. A “Change in Control” shall be deemed to
\nhave occurred if:<\/p>\n<\/p>\n

(a) 50% or more of the directors of the Company shall be persons
\nother than persons<\/p>\n<\/p>\n

(i) for whose election proxies shall have been solicited by the
\nBoard, or<\/p>\n

\n

1<\/p>\n

\n

<\/p>\n

(ii) who are then serving as directors appointed by the Board to
\nfill vacancies on the Board caused by death or resignation (but not by removal)
\nor to fill newly-created directorships, or<\/p>\n<\/p>\n

(b) 30% or more of the outstanding voting power of the Voting Stock
\nof the Company is acquired or beneficially owned (as defined in Article IV of
\nthe Restated Articles of Incorporation, as amended, of the Company) by any
\nperson (as defined in Article IV of the Restated Articles of Incorporation, as
\namended, of the Company), other than an entity resulting from a Business
\nCombination in which clauses (x) and (y) of Section 2.4(c) apply, or<\/p>\n<\/p>\n

(c) the consummation of a merger or consolidation of the Company
\nwith or into another entity, a statutory share exchange, a sale or other
\ndisposition (in one transaction or a series of transactions) of all or
\nsubstantially all of the Company153s assets or a similar business combination
\n(each, a “Business Combination”), in each case unless, immediately following
\nsuch Business Combination, (x) all or substantially all of the beneficial owners
\nof the Company153s Voting Stock immediately prior to such Business Combination
\nbeneficially own, directly or indirectly, more than 60% of the voting power of
\nthe then outstanding shares of voting stock (or comparable voting equity
\ninterests) of the surviving or acquiring entity resulting from such Business
\nCombination (including such beneficial ownership of an entity that, as a result
\nof such transaction, owns the Company or all or substantially all of the
\nCompany153s assets either directly or through one or more subsidiaries), in
\nsubstantially the same proportions (as compared to the other beneficial owners
\nof the Company153s Voting Stock immediately prior to such Business Combination) as
\ntheir beneficial ownership of the Company153s Voting Stock immediately prior to
\nsuch Business Combination, and (y) no person (as defined in Article IV of the
\nRestated Articles of Incorporation, as amended, of the Company) 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 the Company.<\/p>\n<\/p>\n

For purposes of this Section 2.4, “Voting Stock” has the same meaning as
\ndefined in Article IV of the Restated Articles of Incorporation, as amended, of
\nthe Company.<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

2.5 CODE. The “Code” is the Internal Revenue Code of 1986, as
\namended, and rules and regulations thereunder, as now in force or as hereafter
\namended.<\/p>\n<\/p>\n

2.6 COMPANY. The “Company” is Target Corporation, a Minnesota
\ncorporation, and any successor thereof.<\/p>\n<\/p>\n

2.7 COMMON STOCK. “Common Stock” is the common stock, $.0833 par
\nvalue per share (as such par value may be adjusted from time to time) of the
\nCompany.<\/p>\n<\/p>\n

2.8 DATE OF GRANT. The “Date of Grant” of an Award is the date
\ndesignated in the resolution by the Plan Committee as the date of an Award,
\nwhich shall not be earlier than the date of the resolution and action thereon by
\nthe Plan Committee. In the absence of a designated date or a fixed method of
\ncomputing such date being specifically set forth in the Plan Committee153s
\nresolution, then the Date of Grant shall be the date of the Plan Committee153s
\nresolution or action.<\/p>\n<\/p>\n

2.9 DIVIDEND EQUIVALENT. A “Dividend Equivalent” is a right to
\nreceive an amount equal to the regular cash dividend paid on one share of Common
\nStock. Dividend Equivalents may only be granted in connection with the grant of
\nan Award that is based on but does not consist of shares of Common Stock
\n(whether or not restricted). The number of Dividend Equivalents so granted
\nshall not exceed the number of related stock-based rights. (For example, the
\nnumber of Dividend Equivalents granted in connection with a grant of Stock
\nAppreciation Rights may equal the number of such Stock Appreciation Rights, even
\nthough the number of shares actually paid upon exercise of those Stock
\nAppreciation Rights necessarily will be less than the number of Stock
\nAppreciation Rights and Dividend Equivalents granted.) Dividend Equivalents
\nshall be subject to such terms and conditions as may be established by the Plan
\nCommittee, but they shall expire no later than the date on which their related
\nstock-based rights are either exercised, expire or are forfeited (whichever
\noccurs first). The amounts payable due to a grant of Dividend Equivalents may
\nbe paid in cash, either currently or deferred, or converted into shares of
\nCommon Stock, as determined by the Plan Committee.<\/p>\n<\/p>\n

2.10 EXCHANGE ACT. The “Exchange Act” is the Securities Exchange Act
\nof 1934, as amended, and rules and regulations thereunder, as now in force or as
\nhereafter amended.<\/p>\n<\/p>\n

2.11 FAIR MARKET VALUE.<\/p>\n<\/p>\n

(a) Solely for purposes of determining the exercise price of a
\nStock Option or Stock Appreciation Right, “Fair Market Value” of a share of
\nCommon Stock on any date is the Volume Weighted Average Price for such stock as
\nreported for such stock by Bloomberg L.P. on such date, or in the absence of
\nsuch report the Volume Weighted Average Price for such stock as reported for
\nsuch stock by the New York Stock Exchange on such date or, if no sale has been
\nrecorded by Bloomberg L.P. or the New York Stock<\/p>\n<\/p>\n

3<\/p>\n

\n

<\/p>\n

Exchange on such date, then on the last preceding date on which any such sale
\nshall have been made in the order of primacy indicated above.<\/p>\n<\/p>\n

(b) For all other purposes of the Plan, “Fair Market Value” of a
\nshare of Common Stock shall be the amount determined by the Company using such
\ncriteria as it shall determine, in its sole discretion, to be appropriate for
\nvaluation.<\/p>\n<\/p>\n

2.12 INCENTIVE STOCK OPTIONS. An “Incentive Stock Option” is a Stock
\nOption that is intended to qualify as an “incentive stock option” under
\nSection 422 of the Code.<\/p>\n<\/p>\n

2.13 NON-QUALIFIED OPTIONS. A “Non-Qualified Option” is a Stock
\nOption that is not intended to qualify as an “incentive stock option” under
\nSection 422 of the Code.<\/p>\n<\/p>\n

2.14 PARTICIPANT. A “Participant” is a person who has been
\ndesignated as such by the Plan Committee and granted an Award under this Plan
\npursuant to Article III hereof.<\/p>\n<\/p>\n

2.15 PERFORMANCE GOALS. “Performance Goals” are the performance
\nconditions, if any, established pursuant to Section 4.1 hereof by the Plan
\nCommittee in connection with an Award.<\/p>\n<\/p>\n

2.16 PERFORMANCE PERIOD. The “Performance Period” with respect to a
\nPerformance Award is a period of not less than one calendar year or one fiscal
\nyear of the Company, beginning not earlier than the year in which such
\nPerformance Award is granted, which may be referred to herein and by the Plan
\nCommittee by use of the calendar or fiscal year in which a particular
\nPerformance Period commences.<\/p>\n<\/p>\n

2.17 PERFORMANCE AWARD. A “Performance Award” is any of: a number of
\nshares of Common Stock subject to Performance Goals (“Performance Shares”), a
\nright to receive a number of shares of Common Stock subject to Performance Goals
\n(“Performance Share Units”), or a cash amount subject to Performance Goals
\n(“Performance Units”), determined (in all cases) in accordance with Article IV
\nof this Plan based on the extent to which the applicable Performance Goals are
\nachieved. A Performance Award shall be of no value to a Participant unless and
\nuntil earned in accordance with Article IV hereof.<\/p>\n<\/p>\n

2.18 PLAN COMMITTEE. The “Plan Committee” is the committee described
\nin Section 8.1 hereof.<\/p>\n<\/p>\n

2.19 PLAN YEAR. The “Plan Year” shall be a fiscal year of the
\nCompany falling within the term of this Plan.<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

2.20 RESTRICTED STOCK. “Restricted Stock” is Common Stock granted
\nsubject to terms and conditions, including a risk of forfeiture, established by
\nthe Plan Committee pursuant to Article VI of this Plan.<\/p>\n<\/p>\n

2.21 RESTRICTED STOCK UNIT. A “Restricted Stock Unit” is a right to
\nreceive one share of Common Stock at a future date that has been granted subject
\nto terms and conditions, including a risk of forfeiture, established by the Plan
\nCommittee pursuant to Article VI of this Plan.<\/p>\n<\/p>\n

2.22 STOCK APPRECIATION RIGHT. A “Stock Appreciation Right” is a
\nright to receive, upon exercise of that right, an amount, which may be paid in
\ncash, shares of Common Stock or a combination thereof in the discretion of the
\nPlan Committee, equal to the difference between the Fair Market Value of one
\nshare of Common Stock as of the date of exercise and the exercise price for that
\nright as determined by the Plan Committee on or before the Date of Grant. Stock
\nAppreciation Rights may be granted in tandem with Stock Options or other Awards
\nor may be freestanding.<\/p>\n<\/p>\n

2.23 STOCK OPTION. A “Stock Option” is a right to purchase from the
\nCompany at any time not more than ten years following the Date of Grant, one
\nshare of Common Stock for an exercise price not less than the Fair Market Value
\nof a share of Common Stock on the Date of Grant, subject to such terms and
\nconditions established pursuant to Article V hereof. Stock Options may be
\neither Non-Qualified Options or Incentive Stock Options.<\/p>\n<\/p>\n

2.24 SUBSIDIARY CORPORATION. The terms “Subsidiary” or “Subsidiary
\nCorporation” mean any corporation (other than the Company) in an unbroken chain
\nof corporations beginning with the Company, in which each of the corporations
\nother than the last corporation in the unbroken chain owns stock possessing
\nfifty percent or more of the total combined voting power of all classes of stock
\nin one of the other corporations in such chain as determined at the point in
\ntime when reference is made to such “Subsidiary” or “Subsidiary Corporation” in
\nthis Plan.<\/p>\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

GRANTING OF AWARDS TO PARTICIPANTS<\/strong><\/p>\n

\n

3.1 ELIGIBLE PARTICIPANTS. Awards may be granted by the Plan
\nCommittee to any employee of the Company or a Subsidiary Corporation, including
\nany employee who is also a director of the Company or a Subsidiary Corporation.
\nAwards other than grants of Incentive Stock Options may also be granted to (a) a
\ndirector of the Company who is not an employee of the Company or a Subsidiary
\nCorporation and (b) any individual or entity, other than an employee, who
\nprovides services to the Company or a Subsidiary Corporation in the capacity of
\nan advisor or consultant. References in this Plan to “employment” and similar
\nterms (except “employee”) shall include the providing of services in the
\ncapacity of a director, advisor or consultant, and references to termination of
\nemployment shall mean termination of the relationship (employee, director,
\nadvisor or consultant) under which the Award was granted, even if the person\n<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

continues in another relationship. A person who has been engaged by the
\nCompany for employment shall be eligible for Awards other than Incentive Stock
\nOptions, provided such person actually reports for and commences such employment
\nwithin 90 days after the Date of Grant. Incentive Stock Options may be granted
\nonly to individuals who are employees on the Date of Grant.<\/p>\n<\/p>\n

3.2 DESIGNATION OF PARTICIPANTS. At any time and from time to time
\nduring the Plan Year, the Plan Committee may designate the employees of the
\nCompany and its Subsidiaries and other Participants eligible for Awards.<\/p>\n<\/p>\n

3.3 ALLOCATION OF AWARDS. Contemporaneously with the designation
\nof a Participant pursuant to Section 3.2 hereof, the Plan Committee shall
\ndetermine the size, type and Date of Grant for each Award, taking into
\nconsideration such factors as it deems relevant, which may include the
\nfollowing:<\/p>\n<\/p>\n

(a) the total number of shares of Common Stock available for Awards
\nunder the Plan;<\/p>\n<\/p>\n

(b) the work assignment or the position of the Participant and its
\nsensitivity and\/or impact in relationship to the profitability and growth of the
\nCompany and its Subsidiaries; and<\/p>\n<\/p>\n

(c) the Participant153s performance in reference to such factors.\n<\/p>\n<\/p>\n

The Plan Committee may grant a Participant only one type of Award or it may
\ngrant any combination of Awards in whatever relationship one to the other, if
\nany, as the Plan Committee in its discretion so determines.<\/p>\n<\/p>\n

3.4 NOTIFICATION TO PARTICIPANTS AND DELIVERY OF DOCUMENTS. As
\nsoon as practicable after such determinations have been made, each Participant
\nshall be notified of (a) his\/her designation as a Participant, (b) the Date of
\nGrant, (c) the number and type of Awards granted to the Participant, (d) in the
\ncase of Performance Awards, the Performance Period and Performance Goals, and
\n(e) in the case of Restricted Stock or Restricted Stock Units, the Restriction
\nPeriod. The Participant shall thereafter be supplied with written evidence of
\nany such Awards.<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

PERFORMANCE AWARDS<\/strong><\/p>\n

\n

4.1 ESTABLISHMENT OF PERFORMANCE GOALS. Performance Goals
\napplicable to a Performance Award shall be established by the Plan Committee in
\nits absolute discretion on or before the Date of Grant and not more than a
\nreasonable period of time after the beginning of the relevant Performance
\nPeriod. Such Performance Goals may include or be based upon any one or more of
\nthe following criteria: net sales; comparable store sales; total revenue; gross
\nmargin rate; selling, general and administrative expense rate; earnings before
\ninterest, taxes, depreciation and<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

amortization; earnings before interest and taxes; earnings before taxes; net
\nearnings; earnings per share; Target Corporation share price; total shareholder
\nreturn; return on equity; return on sales; return on assets; return on invested
\ncapital; cash flow return on investment; economic value added; credit card
\nsegment profitability; credit card segment pre-tax return on invested capital;
\ncredit card spread to LIBOR; operating cash flow; free cash flow; working
\ncapital; interest coverage; net debt to earnings before interest, taxes,
\ndepreciation, amortization and rent expense ratio; debt leverage; and total net
\ndebt. Performance Goals may be absolute in their terms or be measured against
\nor in relationship to the performance of other companies or indices, whether
\ncomparably, similarly or otherwise situated to the Company. Performance Goals
\nmay be based on the Company153s consolidated results or the results of any segment
\nor other subset of the Company153s business, and may be calculated in accordance
\nwith generally accepted accounting principles or any other management accounting
\nprinciple. At any time prior to distribution of a Performance Award, the Plan
\nCommittee may, in its sole discretion, modify the Performance Goals applicable
\nto such Performance Award if it determines that unforeseen events have occurred
\nwhich have had a substantial effect on the Performance Goals and such unforeseen
\nevents would otherwise make application of the original Performance Goals
\nunfair; provided, however, that no such change or modification may be made to
\nthe extent it increases the amount of compensation payable to any Participant
\nwho is a “covered employee” within the meaning of Code Section 162(m).<\/p>\n<\/p>\n

4.2 LEVELS OF PERFORMANCE REQUIRED TO EARN PERFORMANCE AWARDS. At
\nor about the same time that Performance Goals are established for a specific
\nperiod, the Plan Committee shall in its absolute discretion establish the
\npercentage of the Performance Awards granted for such Performance Period which
\nshall be earned by the Participant for various levels of performance measured in
\nrelation to achievement of Performance Goals for such Performance Period.<\/p>\n<\/p>\n

4.3 OTHER RESTRICTIONS. The Plan Committee shall determine the
\nterms and conditions applicable to any Performance Award, which may include
\nrestrictions on the delivery of Common Stock payable in connection with the
\nPerformance Award and restrictions that could result in the future forfeiture of
\nall or part of any Common Stock earned. The Plan Committee may provide that
\nshares of Common Stock issued in connection with a Performance Award be held in
\nescrow and\/or legended.<\/p>\n<\/p>\n

4.4 NOTIFICATION TO PARTICIPANTS. Promptly after the Plan
\nCommittee has established or modified the Performance Goals with respect to a
\nPerformance Award, the Participant shall be provided with written notice of the
\nPerformance Goals so established or modified.<\/p>\n<\/p>\n

4.5 MEASUREMENT OF PERFORMANCE AGAINST PERFORMANCE GOALS. The Plan
\nCommittee shall, as soon as practicable after the close of a Performance Period,
\ndetermine:<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

(a) the extent to which the Performance Goals for such Performance
\nPeriod have been achieved; and<\/p>\n<\/p>\n

(b) the percentage of the Performance Awards earned as a result.\n<\/p>\n<\/p>\n

Notwithstanding the foregoing, if and to the extent the applicable
\nPerformance Award agreement permits, the Plan Committee may, in its sole
\ndiscretion, reduce the percentage of any Performance Award otherwise determined
\nfor a Performance Period, and such reduced percentage shall be the amount earned
\nby the Participant. All determinations of the Plan Committee shall be absolute
\nand final as to the facts and conclusions therein made and be binding on all
\nparties. Promptly after the Plan Committee has made the foregoing determination,
\neach Participant who has earned Performance Awards shall be notified, in writing
\nthereof. For all purposes of this Plan, notice shall be deemed to have been
\ngiven the date action is taken by the Plan Committee making the determination.
\nParticipants may not sell, transfer, pledge, exchange, hypothecate or otherwise
\ndispose of all or any portion of their Performance Awards during the Performance
\nPeriod, except that Performance Awards may be transferable by assignment by a
\nParticipant to the extent provided in the applicable Performance Award
\nagreement.<\/p>\n<\/p>\n

4.6 TREATMENT OF PERFORMANCE AWARDS EARNED. Upon the Plan
\nCommittee153s determination that a percentage of any Performance Awards have been
\nearned for a Performance Period, Participants to whom such earned Performance
\nAwards have been granted and who have been (or were) in the employ of the
\nCompany or a Subsidiary thereof continuously from the Date of Grant, subject to
\nthe exceptions set forth at Section 4.9 and Section 4.10 hereof, shall be
\nentitled, subject to the other conditions of this Plan, to payment in accordance
\nwith the terms and conditions of their Performance Awards. Such terms and
\nconditions may permit or require that any applicable tax withholding be deducted
\nfrom the amount payable. Performance Awards shall under no circumstances become
\nearned or have any value whatsoever for any Participant who is not in the employ
\nof the Company or its Subsidiaries continuously during the entire Performance
\nPeriod for which such Performance Award was granted, except as provided at
\nSection 4.9 or Section 4.10 hereof.<\/p>\n<\/p>\n

4.7 DISTRIBUTION. Distributions payable pursuant to Section 4.6
\nabove shall be made as soon as practicable after the Plan Committee determines
\nthe Performance Awards have been earned unless the provisions of Section 4.8
\nhereof are applicable to a Participant.<\/p>\n<\/p>\n

4.8 DEFERRAL OF RECEIPT OF PERFORMANCE AWARD DISTRIBUTIONS. With
\nthe consent of the Plan Committee, a Participant who has been granted a
\nPerformance Award may by compliance with the then applicable procedures under
\nthe Plan irrevocably elect in writing to defer receipt of all or any part of any
\ndistribution associated with that Performance Award. The terms and conditions
\nof any such deferral, including but not limited to, the period of time for, and
\nform of, election; the manner and method of payout; the plan and form in which
\nthe deferred amount shall be held; the interest equivalent or other payment that
\nshall accrue pending its payout; and<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

the use and form of Dividend Equivalents in respect of stock-based units
\nresulting from such deferral, shall be as determined by the Plan Committee. The
\nPlan Committee may, at any time and from time to time, but prospectively only,
\namend, modify, change, suspend or cancel any and all of the rights, procedures,
\nmechanics and timing parameters relating to such deferrals. An election made
\nprior to December 31, 2008 to defer receipt of any distribution associated with
\na Performance Award relating to Performance Periods ending after December 31,
\n2004 is subject to the provisions of Appendix A.<\/p>\n<\/p>\n

4.9 NON-DISQUALIFYING TERMINATION OF EMPLOYMENT. Except for
\nSection 4.10 hereof, the only exceptions to the requirement of continuous
\nemployment during a Performance Period for Performance Award distribution are
\ntermination of a Participant153s employment by reason of death (in which event the
\nPerformance Award may be transferable by will or the laws of descent and
\ndistribution only to such Participant153s beneficiary designated to receive the
\nPerformance Award or to the Participant153s applicable legal representatives,
\nheirs or legatees), total and permanent disability, with the consent of the Plan
\nCommittee, normal or late retirement or early retirement, with the consent of
\nthe Plan Committee, or transfer of an executive in a spin-off, with the consent
\nof the Plan Committee, occurring during the Performance Period applicable to the
\nsubject Performance Award. In such instance a distribution of the Performance
\nAward shall be made at the end of the Performance Period, and the percentage of
\nthe total Performance Award that would have been earned during the Performance
\nPeriod shall be earned and paid out; provided, however, in a spin-off situation
\nthe Plan Committee may set additional conditions, such as, without limiting the
\ngenerality of the foregoing, continuous employment with the spin-off entity. If
\na Participant153s termination of employment does not meet the criteria set forth
\nabove, but the Participant had at least 15 years of employment with the Company
\nor a Subsidiary or any combination thereof, the Plan Committee may allow
\ndistribution of the percentage (or a portion thereof) of the total Performance
\nAward that is earned for the Performance Period, subject to any conditions that
\nthe Plan Committee shall determine.<\/p>\n<\/p>\n

4.10 CHANGE IN CONTROL. In the event of a Change in Control, the
\nPerformance Period shall be deemed to have ended and a pro rata portion of all
\noutstanding Performance Awards under the Plan shall be deemed to have been
\nearned. Specifically, the pro rata amount earned shall be determined by
\nmultiplying 100% of each Performance Award by a fraction, the numerator of which
\nshall be the number of months that have elapsed in the applicable Performance
\nPeriod prior to the Change in Control and the denominator of which shall be the
\ntotal number of months in the Performance Period. Distribution of the amount
\ndeemed earned shall be made within ten days after the Change in Control or later
\nif so provided in the applicable Award agreement, a related deferral election
\nor, if applicable, Appendix A.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

ARTICLE V<\/strong><\/p>\n

STOCK OPTIONS AND<\/strong><\/p>\n

STOCK APPRECIATION RIGHTS<\/strong><\/p>\n<\/p>\n

5.1 NON-QUALIFIED OPTION. Non-Qualified Options granted under the
\nPlan are Stock Options that are not intended to be Incentive Stock Options under
\nthe provisions of Section 422 of the Code. Non-Qualified Options shall be
\nevidenced by written agreements in such form and not inconsistent with the Plan
\nas the Plan Committee shall in its sole discretion approve from time to time,
\nwhich agreements shall specify the number of shares to which they pertain and
\nthe purchase price of such shares.<\/p>\n<\/p>\n

5.2 INCENTIVE STOCK OPTION. Incentive Stock Options granted under
\nthe Plan are Stock Options that are intended to be “incentive stock options”
\nunder Section 422 of the Code, and the Plan shall be administered, except with
\nrespect to the right to exercise options after termination of employment, to
\nqualify Incentive Stock Options issued hereunder as incentive stock options
\nunder Section 422 of the Code. An Incentive Stock Option shall not be granted to
\nan employee who owns, or is deemed under Section 424(d) of the Code to own,
\nstock of the Company (or of any parent or Subsidiary of the Company) possessing
\nmore than 10% of the total combined voting power of all classes of stock
\ntherein. The aggregate Fair Market Value (determined as of the time the option
\nis granted) of the stock with respect to which Incentive Stock Options are
\nexercisable for the first time by any Participant during any calendar year
\n(under all incentive stock option plans of the Company or any parent or
\nSubsidiary of the Company) shall not exceed $100,000. Incentive Stock Options
\nshall be evidenced by written agreements in such form and not inconsistent with
\nthe Plan as the Plan Committee shall in its sole discretion approve from time to
\ntime, which agreements shall specify the number of shares to which they pertain
\nand the purchase price of such shares.<\/p>\n<\/p>\n

5.3 OPTION TERMS. Stock Options granted under this Plan shall be
\nsubject to the following terms and conditions:<\/p>\n<\/p>\n

(a) Option Period<\/u>. Each Stock Option shall expire and all
\nrights to purchase shares thereunder shall cease not more than ten years after
\nits Date of Grant or on such date prior thereto as may be fixed by the Plan
\nCommittee, or on such other date as is provided by this Plan in the event of
\ntermination of employment, death or reorganization. No Stock Option shall
\npermit the purchase of any shares thereunder during the first year after its
\nDate of Grant, except as provided in Section 5.5 hereof or as otherwise
\ndetermined by the Plan Committee.<\/p>\n<\/p>\n

(b) Exercise Price<\/u>. The purchase price per share payable
\nupon exercise of a Stock Option shall not be less than the Fair Market Value of
\na share of Common Stock on the Date of Grant of the Stock Option.<\/p>\n<\/p>\n

(c) Transferability and Termination of Options<\/u>. During the
\nlifetime of an individual to whom a Stock Option is granted, the Stock Option
\nmay be exercised only by such individual and only while such individual is an
\nemployee of the Company or a Subsidiary and only if the Participant has been
\ncontinuously so employed by any one or combination thereof since the Date of
\nGrant of the Stock Option, provided, however, that if the<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

employment of such Participant by the Company or a Subsidiary Corporation
\nterminates, the Stock Option may additionally be exercised as follows, or in any
\nother manner provided by the Plan Committee, but in no event later than ten
\nyears after the Date of Grant of the Stock Option, except as set forth in
\n(ii) and (v) below:<\/p>\n<\/p>\n

(i) If a Participant153s termination of employment occurs by reason
\nof normal or late retirement under any retirement plan of the Company or its
\nSubsidiaries, such Participant153s Stock Options may be exercised within five
\nyears after the date of such termination of employment. If a Participant153s
\ntermination of employment occurs by reason of early retirement under any
\nretirement plan of the Company or its Subsidiaries, or by reason of the transfer
\nof a Participant in a spin-off, or by reason of total and permanent disability,
\nas determined by the Plan Committee, without retirement, then such Participant153s
\nStock Options shall be exercisable for a period of up to five years after the
\ndate of such termination of employment if the Plan Committee consents to such an
\nextension. During the extension period, the right to exercise Stock Options, if
\nany, accruing in installments, shall continue unless the Plan Committee provides
\notherwise; provided, however, that if the Stock Options are Incentive Stock
\nOptions all installments shall be immediately exercisable; and provided further,
\nthat the Plan Committee may set additional conditions, such as, without limiting
\nthe generality of the foregoing, an agreement to not provide services to a
\ncompetitor of the Company and its Subsidiaries and\/or continuous employment with
\na spin-off entity.<\/p>\n<\/p>\n

(ii) If a Participant153s termination of employment occurs by reason
\nof death, then such Participant153s outstanding Stock Options shall all become
\nimmediately exercisable and may be exercised within five years after the date of
\ndeath or the life of the option, whichever is less, but in the case of
\nNon-Qualified Options in no event less than one year after the date of death,
\nunless the Plan Committee provides otherwise.<\/p>\n<\/p>\n

(iii) If a Participant153s termination of employment occurs for any
\nreason other than as specified in Section 5.3(c)(i) or (ii) hereof, the
\nParticipant has been employed by the Company or a Subsidiary or any combination
\nfor more than 15 years, and if the Plan Committee so approves, then such
\nParticipant153s Stock Options may be exercised within a period of up to five years
\nafter the date of termination of employment. During the extension period, the
\nright to exercise options, if any, accruing in installments shall continue<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

unless the Plan Committee provides otherwise; provided, however, the Plan
\nCommittee may set additional conditions.<\/p>\n<\/p>\n

(iv) If a Participant153s termination of employment occurs for any
\nreason other than as specified in Section 5.3(c)(i) or (ii) hereof and the Plan
\nCommittee has not approved an extension, then, except as provided below and only
\nwith respect to installments that have as of the date of termination already
\naccrued, such Participant153s Stock Options may be exercised within ninety days
\nafter the date of such termination of employment except in the case of
\nParticipants who would at the time be subject to the provisions of
\nSection 16(b) of the Exchange Act, in which instance the period of exercise
\nshall be two hundred ten days after termination. Notwithstanding the foregoing,
\nthose Participants whose employment is terminated because of deliberate and
\nserious disloyal or dishonest conduct in the course of employment that justifies
\nand results in prompt discharge for specific cause under the established
\npolicies and practices of the Company as interpreted by the Plan Committee shall
\nhave no additional period after termination of employment in which to exercise
\ntheir options. Examples of such deliberate and serious disloyal or dishonest
\nconduct would include material unlawful conduct, material and conscious
\nfalsification or unauthorized disclosure of important records, embezzlement or
\nunauthorized conversion of property, serious violation of conflict of interest
\nor vendor relations policies, and misuse or disclosure of significant trade
\nsecrets or other information likely to be of use to the detriment of the Company
\nor its interests.<\/p>\n<\/p>\n

(v) Rights accruing to a Participant under Sections 5.3(c)(i),
\n5.3(c)(iii) and 5.3(c)(iv) may, upon the death of a Participant subsequent to
\nhis\/her termination of employment, be exercised by his\/her duly designated
\nbeneficiary or otherwise by his\/her applicable legal representatives, heirs or
\nlegatees to the extent vested in and unexercised or perfected by the Participant
\nat the date of his\/her death. In the case of Non-Qualified Options, the period
\nfor such exercise shall not expire less than one year after the date of the
\nParticipant153s death, unless the Plan Committee provides otherwise.<\/p>\n<\/p>\n

(vi) Absence on a leave of absence approved by the Plan Committee
\nshall not be deemed a termination or interruption of continuous employment for
\nthe purposes of the Plan.<\/p>\n<\/p>\n

No Stock Option shall be assignable or transferable by the individual to whom
\nit is granted, except that it may be transferable (X) by assignment by the
\nParticipant to the extent provided in the applicable option agreement (or as
\nsubsequently allowed by the Plan Committee), or (Y) by<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

will or the laws of descent and distribution in accordance with the
\nprovisions of this Plan. Upon the death of the Participant an option may only
\nbe exercised by such individual153s beneficiary designated to exercise the option
\nor otherwise by his\/her applicable legal representatives, heirs or legatees, and
\nonly within the specific time period set forth above and only to the extent
\nvested in and unexercised by the Participant at the date of his\/her death,
\nexcept as provided in Section 5.3(c)(ii).<\/p>\n<\/p>\n

In no event, whether by the Participant directly or by his\/her proper
\nassignee or beneficiary or other representative, shall any option be exercisable
\nat any time after its expiration date as stated in the option agreement, except
\nas provided in Section 5.3(c)(ii) and (v). When an option is no longer
\nexercisable it shall be deemed for all purposes and without further act to have
\nlapsed and terminated. The Plan Committee may, in its sole discretion,
\ndetermine solely for the purposes of the Plan that a Participant is permanently
\nand totally disabled, and the acts and decisions of the Plan Committee made in
\ngood faith in relation to any such determination shall be conclusive upon all
\npersons and interests affected thereby.<\/p>\n<\/p>\n

(d) Exercise of Options<\/u>. An individual entitled to exercise
\nStock Options may, subject to their terms and conditions and the terms and
\nconditions of the Plan, exercise them in whole or in part by delivery of written
\nnotice of exercise to the Company at its principal office or such other manner
\nas the Company may direct, specifying the number of whole shares of Common Stock
\nwith respect to which the Stock Options are being exercised. Before shares may
\nbe issued, payment must be made in full, in legal United States tender, in the
\namount of the purchase price of the shares to be purchased at the time and any
\namounts for withholding as provided in Section 10.8 hereof; provided, however,
\nin lieu of paying for the exercise price in cash as described above, the
\nindividual may pay (subject to such conditions and procedures as the Plan
\nCommittee may establish) all or part of such exercise price by tendering (either
\nactually or by attestation) owned and unencumbered shares of Common Stock
\nacceptable to the Plan Committee and having a Fair Market Value on the date of
\nexercise of the Stock Options equal to or less than the exercise price of the
\nStock Options exercised, with cash, as set forth above, for the remainder, if
\nany, of the purchase price; provided, further, that the Plan Committee may
\npermit a Participant to elect to pay the exercise price by authorizing a third
\nparty to sell shares of Common Stock (or a sufficient portion of the shares)
\nacquired upon exercise of the Stock Options and remit to the Company a
\nsufficient portion of the sale proceeds to pay the entire exercise price and any
\ntax withholding resulting from such exercise. Subject to rules established by
\nthe Plan Committee, the withholdings required by Section 10.8 hereof may be
\nsatisfied by the Company withholding shares of Common Stock issued on exercise
\nthat have a Fair Market Value on the<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

date of exercise of the Stock Options equal to or less than the withholding
\nrequired by Section 10.8 hereof.<\/p>\n<\/p>\n

(e) Repricing Prohibited<\/u>. Subject to Sections 5.5, 7.3 and
\n10.7, outstanding Stock Options granted under this Plan shall not be repriced.\n<\/p>\n<\/p>\n

5.4 STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
\ngranted to Participants either alone (“freestanding”) or in tandem with other
\nAwards, including Performance Awards, Stock Options and Restricted Stock. Stock
\nAppreciation Rights granted in tandem with Incentive Stock Options must be
\ngranted at the same time as the Incentive Stock Options are granted. Stock
\nAppreciation Rights granted in tandem with any other Award may be granted at any
\ntime prior to the earlier of the exercise or expiration of such Award. Stock
\nAppreciation Rights granted in tandem with Stock Options shall terminate and no
\nlonger be exercisable upon the termination or exercise of the related Stock
\nOptions. The Plan Committee shall establish the terms and conditions applicable
\nto any Stock Appreciation Rights, which terms and conditions need not be uniform
\nbut may not be inconsistent with the terms of the Plan. Freestanding Stock
\nAppreciation Rights shall generally be subject to terms and conditions
\nsubstantially similar to those described in Section 5.3 for Stock Options,
\nincluding the requirements of 5.3(a), (b) and (e) regarding the maximum period,
\nminimum price and prohibition on repricing.<\/p>\n<\/p>\n

5.5 CHANGE IN CONTROL. In the event of a Change in Control:<\/p>\n<\/p>\n

(a) If the Company is the surviving entity and any adjustments
\nnecessary to preserve the value of the Participant153s outstanding Stock Options
\nand Stock Appreciation Rights have been made, or the Company153s successor at the
\ntime of the Change in Control irrevocably assumes the Company153s obligations
\nunder this Plan or replaces the Participant153s outstanding Stock Options and
\nStock Appreciation Rights with stock options and stock appreciation rights
\nhaving substantially the same value and having terms and conditions no less
\nfavorable to the Participant than those applicable to the Participant153s Stock
\nOptions and Stock Appreciation Rights immediately prior to the Change in Control
\n(collectively, an “Equitable Assumption or Replacement”), then such Awards or
\ntheir replacement awards shall become immediately exercisable in full only if
\nwithin two years after the Change in Control the Participant153s employment:<\/p>\n<\/p>\n

(i) is terminated without “Cause”, which for purposes of this
\nSection 5.5 shall mean (x) willful and continued failure to substantially
\nperform the Participant153s duties (other than failure resulting from incapacity
\ndue to physical or mental illness) after receipt of a written demand for such
\nperformance specifically identifying such failure, or (y) the willful engaging
\nby the Participant in illegal conduct or gross misconduct that is materially and
\ndemonstrably injurious to the Company or its successor;<\/p>\n<\/p>\n

(ii) terminates with “Good Reason”, which for purposes of this
\nSection 5.5 shall mean any material diminution of the Participant153s position,\n<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

authority, duties or responsibilities (including the assignment of duties
\nmaterially inconsistent with the Participant153s position or a material increase
\nin the time Participant is required by the Company or its successor to travel),
\nany reduction in salary or in the Participant153s aggregate bonus and incentive
\nopportunities, any material reduction in the aggregate value of the
\nParticipant153s employee benefits (including retirement, welfare and fringe
\nbenefits), or relocation to a principal work site that is more than 40 miles
\nfrom the Participant153s principal work site immediately prior to the Change in
\nControl; or<\/p>\n<\/p>\n

(iii) terminates under circumstances that entitle the Participant to
\naccelerated exercisability under any individual employment agreement between the
\nParticipant and the Company, a Subsidiary, or any successor thereof.<\/p>\n<\/p>\n

(b) If there is no Equitable Assumption or Replacement, then
\nwithout any action by the Plan Committee or the Board, each outstanding Stock
\nOption and Stock Appreciation Right granted under the Plan that has not been
\npreviously exercised or otherwise lapsed and terminated shall become immediately
\nexercisable in full; provided, however, that the Plan Committee, in its sole
\ndiscretion, and without the consent of any Participant affected thereby, may
\ndetermine that a cash payment shall be made promptly following the Change in
\nControl in lieu of all or any portion of the outstanding Stock Options and Stock
\nAppreciation Rights granted under this Plan. The amount payable with respect to
\neach share of Common Stock subject to an affected Stock Option and each affected
\nStock Appreciation Right shall equal the excess of the Fair Market Value of a
\nshare of Common Stock immediately prior to such Change in Control over the
\nexercise price of such Stock Option or Stock Appreciation Right. After such a
\ndetermination by the Plan Committee, each Stock Option and Stock Appreciation
\nRight, with respect to which a cash payment is to be made shall terminate, and
\nthe Participant shall have no further rights thereunder except the right to
\nreceive such cash payment.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9007],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9539,9546],"class_list":["post-40711","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-target-corp","corporate_contracts_industries-retail__department","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40711","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40711"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40711"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40711"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40711"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}