\n
AGREEMENT<\/u><\/strong><\/p>\n \n THIS AGREEMENT is made by and between Target Corporation, a Minnesota RECITALS<\/u><\/p>\n<\/p>\n A. Executive is employed by Enterprise; and<\/p>\n<\/p>\n B. Enterprise and Executive wish to sever their relationship as employer and C. Target Corporation maintains an Income Continuance Policy (the “ICP”) for D. The Company delivered Notice of Termination to Executive on January 3, E. The ICP requires a release in writing from Executive; and<\/p>\n<\/p>\n F. Executive acknowledges he has been advised and encouraged to review this G. Executive and the Company wish to memorialize the resolution and H. Capitalized terms used, but not defined, in this Agreement shall have the \n <\/p>\n \n 1. Employment Severance 2. Salary<\/u><\/em>.<\/em> 3. Income Continuance \n 2<\/p>\n <\/p>\n \n 4. Vacation 5. Health 6. Life 7. Pension Plan : 401(k) Plan.<\/u><\/em> Executive153s rights, if any, 8. Deferred Compensation Plan<\/u><\/em>.<\/em> Executive shall be 9. Supplemental Pension \n 3<\/p>\n <\/p>\n \n 10. Stock Plans<\/u><\/em>. Executive153s Executive153s 2009 and 2010 Restricted Stock Units awards will be paid to him Executive will not be eligible for the 2008, 2009 and 2010 Performance Share 11. Other Benefits<\/u><\/em>.<\/em> \n 4<\/p>\n <\/p>\n \n and a payment of $300,000 on January 18, 2013. Each of the foregoing payments 12. No Recruiting<\/u><\/em>.<\/em> 13. Consultation and Cooperation<\/u><\/em>.<\/em> Following the 14. Directly Competitive Employment.<\/u><\/em> For purposes of \n 5<\/p>\n <\/p>\n \n Wal-Mart Stores, Inc.; Best Buy Co., Inc.; Kohl153s Corporation; Toys “R” 15. Confidentiality<\/u><\/em>. Executive represents and warrants that prior to signing this Agreement, Executive acknowledges and agrees that confidential information of the \n 6<\/p>\n <\/p>\n \n 1) employee data and information 2) present, past and future strategies, 3) financial information, and<\/p>\n<\/p>\n 4) present, past and future personnel as well as any information treated as confidential (“Confidential Executive will not, during or after Executive153s employment with Enterprise, 16. Company Property<\/u><\/em>. \n 7<\/p>\n <\/p>\n \n 17. Detrimental Conduct<\/u><\/em>.<\/em> Executive agrees that he 18. Termination of Payments and 19. Release<\/u><\/em>.<\/em><\/p>\n<\/p>\n A. DEFINITIONS. The definitions below are intended solely for the purpose 1) “Executive” includes Executive and anyone who has or obtains any legal \n 8<\/p>\n 2) “Target” means Target Corporation and any company related to Target 3) “Corporation” means Target and any company providing insurance to Target 4) “Executive Claims” means all of the rights Executive has now to any a. all claims arising out of or relating to Executive153s b. all claims arising out of or relating to statements, c. all claims for any alleged unlawful discrimination, \n 9<\/p>\n <\/p>\n \n Act, the Fair Credit Reporting Act, the Sarbanes-Oxley Act, and workers153 d. all claims for alleged wrongful discharge; breach of e. all claims for compensation of any kind, including f. all claims for back pay, front pay, reinstatement, g. all claims for attorney153s fees, costs, and interest.\n<\/p>\n \n 10<\/p>\n <\/p>\n \n However, Executive Claims do not include any claims that the law does not B. AGREEMENT TO RELEASE EXECUTIVE CLAIMS. Executive will receive C. ADDITIONAL AGREEMENTS AND UNDERSTANDINGS. Even though Target will 20. Miscellaneous<\/u><\/em>.<\/em> This Agreement shall be \n 11<\/p>\n <\/p>\n \n Agreement, together with the plans and award agreements specifically referred 21. Construction and Applicable Law<\/u><\/em>. The ICP and 22. Severability<\/em><\/u>. If any provision of this 23. Relationship to Income Continuance Plan<\/u>. <\/em>This \n 12<\/p>\n <\/p>\n \n concert with the terms of the ICP. To the extent there is conflict between 24. Acceptance Period<\/u>. <\/em> Executive understands that 25. Revocation<\/u>.<\/em> Executive understands that he may 26. Remedies<\/u><\/em>. In the event of a breach or \n 13<\/p>\n <\/p>\n \n 27. Reporting<\/u><\/em>. Until all payments are made pursuant \n 14<\/p>\n <\/p>\n \n Please read carefully before signing<\/u><\/strong>\n<\/p>\n \n – Executive acknowledges that the Company is hereby advising and encouraging – By signing this Agreement, Executive acknowledges that he has not relied – Executive acknowledges that he has been given twenty-one (21) days (or – Executive understands that this Agreement shall not become effective or – Executive understands that if he revokes this Agreement it will terminate In signing below, each party agrees to the terms and conditions above.<\/p>\n<\/p>\n TARGET CORPORATION<\/p>\n<\/td>\n<\/tr>\n Date:<\/p>\n<\/td>\n 2\/1, 2011<\/p>\n<\/td>\n By:<\/p>\n<\/td>\n \/s\/ Jodeen Kozlak<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n EVP HR<\/p>\n<\/td>\n<\/tr>\n TARGET ENTERPRISE, INC.<\/p>\n<\/td>\n<\/tr>\n Date:<\/p>\n<\/td>\n 2\/1, 2011<\/p>\n<\/td>\n By:<\/p>\n<\/td>\n \/s\/ Jodeen Kozlak<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n EVP HR<\/p>\n<\/td>\n<\/tr>\n Date:<\/p>\n<\/td>\n 1\/26, 2011<\/p>\n<\/td>\n \/s\/ Troy Risch<\/p>\n<\/td>\n<\/tr>\n Troy Risch<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \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":[9539,9544],"class_list":["post-40712","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40712","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=40712"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40712"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40712"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40712"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\ncorporation and Target Enterprise, Inc., a subsidiary of Target Corporation
\n(“Enterprise”) (Target Corporation and Enterprise collectively referred to as
\nthe “Company”), and Troy Risch (“Executive”).<\/p>\n<\/p>\n
\nemployee respectively, on the terms and conditions set forth in this Agreement;
\nand<\/p>\n<\/p>\n
\nwhich Executive is eligible, the terms and provisions of which Executive has
\nbeen subject to and is familiar with; and<\/p>\n<\/p>\n
\n2011; and<\/p>\n<\/p>\n
\nAgreement with an attorney and is fully aware of the potential rights and
\nremedies he may have as a result of the severance of his employment; and<\/p>\n<\/p>\n
\nsettlement of all Executive153s rights, remedies and obligations flowing from
\nExecutive153s employment with Enterprise and the severance and termination of that
\nemployment relationship.<\/p>\n<\/p>\n
\ndefinitions ascribed to them in the ICP.<\/p>\n
\n
\nDate<\/u><\/em>.<\/em> Executive153s last active day at work on the Company153s
\npremises will be January 7, 2011 (the “Last Day Worked”) and the
\nemployer-employee relationship of Executive and Enterprise shall be terminated
\non January 15, 2011 (the “Employment Severance Date”). From the Last Day Worked
\nthrough the Employment Severance Date, Executive shall perform the duties
\nassigned to him by Enterprise, including availability for telephone
\nconsultation.<\/p>\n<\/p>\n
\nExecutive shall be paid his regular salary for services rendered as an employee
\nunder Section 1 hereof through the Last Day Worked. Enterprise agrees that
\nExecutive153s regular salary will continue through the Employment Severance Date.
\nSalary payments are subject to all required and voluntary withholdings. Such
\npayments will otherwise be made in accordance with the standard payroll
\npractices of Enterprise as in effect at the time of payment.<\/p>\n<\/p>\n
\nPayments<\/u><\/em>. Executive shall be entitled to the equivalent of twenty-four
\n(24) months of income continuance payments pursuant to and subject to the terms
\nand conditions of the ICP payable as follows: (i) a payment on July 22, 2011 in
\nthe gross amount of $715,416 representing twelve (12) suspended bi-weekly
\npayments and one (1) regularly scheduled bi-weekly payment and (ii) thirty-nine
\n(39) consecutive equal bi-weekly (or such other interval as is consistent with
\npayments under the Company153s payroll system) payments each in the gross amount
\nof $55,032 beginning on or about August 5, 2011. This amount is based on a
\nthree-year average annual bonus amount of $705,807 and a base salary of
\n$725,000. The payments shall be reduced for taxes and other amounts required to
\nbe withheld by the Company. No payments shall be made if Executive revokes this
\nAgreement.<\/p>\n
\n
\nPay<\/u><\/em>.<\/em> Enterprise shall pay to Executive any unused vacation
\ndue Executive as of the Employment Severance Date consistent with Enterprise
\npractice.<\/p>\n<\/p>\n
\nInsurance<\/u><\/em>.<\/em> Executive may continue to participate in the
\nCompany153s medical and dental programs to the extent, if any, permitted by the
\nCompany153s medical and dental plans (the “Plans”). In order to continue such
\ncoverage, Executive must maintain continuous coverage under the Plans and pay
\n102% of the full cost of such Plans. Executive acknowledges that the Company may
\nmodify its premium structure, the terms of the Plans and the coverages of the
\nPlans, including the termination of all or part of any Plan. All insurance
\ncoverage shall terminate 18 months from the end of active employment coverage or
\nat such other date pursuant to the Consolidated Omnibus Budget Reconciliation
\nAct of 1985, as amended (“COBRA”).<\/p>\n<\/p>\n
\nInsurance<\/u><\/em>.<\/em> Executive may continue his life insurance
\ncoverage, if any, after the Employment Severance Date pursuant to the terms and
\nconditions of the Company153s plan. In order to continue such coverage, Executive
\nmust make all payments required under the policy.<\/p>\n<\/p>\n
\nunder the Target Corporation Pension Plan and the Target Corporation 401(k) Plan
\nwill be determined under the terms of such plans as amended from time to time.\n<\/p>\n<\/p>\n
\npaid his deferred benefits, if any, under the Target Corporation Officer EDCP
\npursuant to the terms of such plan as amended from time to time.<\/p>\n<\/p>\n
\nPlan<\/u><\/em>.<\/em> Executive153s vested benefits, if any, under any Target
\nCorporation SPP have been or will be transferred to the Target Corporation
\nOfficer EDCP and will be determined and paid out pursuant to such terms as
\namended from time to time.<\/p>\n
\n
\nrights, if any, under the Target Corporation Long-Term Incentive Plan (the
\n“LTIP”) will be determined under the terms of such plan and the applicable award
\nagreements. Executive acknowledges that Executive must exercise all options that
\nare exercisable on the Employment Severance Date within two hundred ten (210)
\ndays after such date or the options will expire. No further installments will
\nvest after the Employment Severance Date.<\/p>\n<\/p>\n
\nat 50% of the award pursuant to the terms of the Restricted Stock Units
\nAgreement, net of applicable tax withholdings, provided Executive signs and does
\nnot revoke this Agreement.<\/p>\n<\/p>\n
\naward payouts, if any.<\/p>\n<\/p>\n
\nThe Company will pay up to $30,000 for reasonable outplacement services directly
\nrelated to Executive153s termination through January 15, 2012 provided Executive
\nsigns and does not revoke this Agreement. Such outplacement fees shall be paid
\nby the Company directly to the mutually agreed upon outplacement firm engaged by
\nExecutive after submission of its invoices to Company. Executive shall provide
\nthe Company with the name of the outplacement firm he desires to engage for
\napproval by the Company. Such approval shall not be unreasonably withheld.
\nExecutive acknowledges that he will not receive a bonus payment pursuant to the
\nShort-Term Incentive Plan (STIP) for fiscal year 2010 performance. Provided
\nExecutive signs and does not revoke this Agreement and subject to compliance
\nwith the terms of this Agreement, the Company will pay Executive one million
\ndollars ($1,000,000) in addition to payments under Section 3 of this Agreement.
\nPayment will be made as follows: a payment of $150,000 on June 10, 2011, a
\npayment of $200,000 on October 28, 2011, a payment of $200,000 on March 16,
\n2012, a payment of $150,000 on August 3, 2012<\/p>\n
\n
\nwill be treated as a separate payment for purposes of Internal Revenue Code
\nSection 409A. Applicable taxes as reasonably determined by the Company shall be
\nwithheld from such payments.] <\/strong>Except as set forth in this
\nAgreement or as required by law, Executive is entitled to no other employee
\nbenefits, fringe benefits or compensation.<\/p>\n<\/p>\n
\nExecutive agrees that while he is an employee of Enterprise and through
\nJanuary 15, 2013 he will not recruit, solicit or entice, directly or indirectly,
\nfor employment, any employee of the Company or any of their subsidiaries or
\naffiliated companies, unless Executive has a written agreement signed by
\nauthorized persons of Target Corporation and Enterprise allowing Executive to
\nrecruit persons named in that agreement. The execution of that agreement shall
\nbe in the sole discretion of authorized persons of Target Corporation and
\nEnterprise.<\/p>\n<\/p>\n
\nEmployment Severance Date, the Company may request that Executive consult or
\ncooperate with the Company (including, without limitation, providing truthful
\ninformation to the Company or serving as a witness or testifying at the
\nCompany153s request without subpoena), and Executive agrees to be available at
\nmutually agreeable times to perform such duties and provide such cooperation in
\nconnection with various business and legal matters in which Executive was
\ninvolved or has knowledge as result of Executive153s employment with the Company.
\nIn so consulting or cooperating, Executive shall be reimbursed his reasonable
\nout-of-pocket expenses. After the Employment Severance Date Executive shall not
\nbe, nor represent to anyone that he is, an agent of the Company, unless
\nexpressly authorized in writing to do so by an authorized officer of the
\nCompany.<\/p>\n<\/p>\n
\nSection II.G of the ICP and Section 18 of this Agreement, “Directly Competitive
\nEmployment” shall be employment with<\/p>\n
\n
\nUs, Inc.; or CVS Caremark Corporation; or any parent, subsidiary, division or
\naffiliate of any such company (examples of affiliates include entities under
\ncommon control, joint venture partners and e-commerce affiliates). Executive
\nwill promptly report to the Company Executive153s acceptance of or engagement in
\nany Directly Competitive Employment and provide such other information about any
\nDirectly Competitive Employment as may be requested by the Company. Such
\ninformation shall be provided to the Corporate Secretary, Target Corporation,
\n1000 Nicollet Mall, TPS 2670, Minneapolis, Minnesota 55403.<\/p>\n<\/p>\n
\nExecutive understands and agrees that Executive will keep confidential any
\ninformation regarding the negotiations or discussions relating to this
\nAgreement, except that Executive may disclose such information to Executive153s
\nspouse or domestic partner, attorney, financial advisor or tax advisor (all of
\nwhom must agree to keep it confidential) or unless required by law. Executive is
\nencouraged to share with an employer or potential employer Section 12 and
\nSection 15 of this Agreement.<\/p>\n<\/p>\n
\nExecutive has not disclosed the terms and conditions of this Agreement (except
\nfor those terms and conditions disclosed by the Company) or any information
\nregarding the negotiations or discussions relating to this Agreement to anyone
\nother than Executive153s spouse or domestic partner, attorney, financial advisor
\nor tax advisor (all of whom have agreed to keep such information confidential).\n<\/p>\n<\/p>\n
\nCompany and any of their subsidiaries and affiliates is a valuable, special and
\nunique asset and such confidential information includes without limitation:<\/p>\n
\n
\n(including, but not limited to, personnel decisions relating to employees and
\napplicants), and<\/p>\n<\/p>\n
\nplans, and proposals (including, but not limited to, customer, marketing,
\nmerchandising, sourcing, store operations, technology, assets protection,
\ndistribution, benefits and compensation strategies, plans and proposals), and\n<\/p>\n<\/p>\n
\nand labor relations strategies, plans, practices, policies, training programs
\nand goals.<\/p>\n<\/p>\n
\nInformation”).<\/p>\n<\/p>\n
\nuse or disclose or cause or permit to be used or disclosed any Confidential
\nInformation to any person, firm, corporation, association or other entity for
\nany reason or purpose whatsoever.<\/p>\n<\/p>\n
\nExecutive agrees to return all of the Company153s property, including any copies
\nor duplicates, in Executive153s possession on or before the Employment Severance
\nDate. In addition, as of the Employment Severance Date, Executive represents and
\nwarrants that Executive has not removed and agrees that Executive will not
\nremove any of the Company153s property, including any copies or duplicates, from
\nthe Company153s premises. This includes but is not limited to the Company153s credit
\nor charge cards; discount cards; cellular phones or other mobile devices;
\npagers; personal computers; identification badges; keys; business records,
\nreports, policies, files, forms, manuals and correspondence; customer lists and
\nrecords; personnel lists, information, plans, training materials and records;
\ninformation regarding suppliers and vendors; marketing plans; strategy
\ninformation; contracts and contract information; computer tapes and reports; and
\nany type of computer or digital storage media.<\/p>\n
\n
\nwill not make any untrue statements about the Company or any of their
\nsubsidiaries or affiliated companies or any of their management regarding any
\nevents taking place during the employment period. Executive will not disparage
\nin any way the Company or any of their subsidiaries or affiliated companies, or
\nany of their officers, managers or employees.<\/p>\n<\/p>\n
\nBenefits<\/u><\/em>. In addition to any other remedies available to the Company,
\nin the event Executive (a) engages in Directly Competitive Employment while
\nExecutive has the right to receive payments pursuant to Section 3 or Section 11
\nor exercise stock options under the LTIP, or (b) breaches any of Executive153s
\nobligations under the ICP or this Agreement, then (i) the Company will be
\nrelieved of all liability and obligations to make payments under this Agreement
\n(including payments under both Section 3 and Section 11), (ii) all of
\nExecutive153s stock options shall terminate immediately and (iii) the Company may
\ndemand the return of any payments previously paid to Executive under Section 3
\nand Section 11. Even if payments and benefits are terminated pursuant to this
\nSection 18, Executive153s obligations under Sections 12, 13, 15, 16 and 17 hereof,
\nand the release set forth in Section 19 hereof shall remain in full force and
\neffect.<\/p>\n<\/p>\n
\nof this Section 19. All words used in this release are intended to have their
\nplain meanings in ordinary English. Specific terms in this release have the
\nfollowing meanings:<\/p>\n<\/p>\n
\nrights or claims through Executive.<\/p>\n
\n
\nCorporation in the present or past (including without limitation, its
\npredecessors, parents, subsidiaries, affiliates and divisions) and any successor
\nof Target.<\/p>\n<\/p>\n
\nin the present or past, any employee benefit plan sponsored or maintained by
\nTarget and the present and past fiduciaries of any such plans, Target153s present
\nand past officers, directors, employees, committees and agents and any person
\nwho acted on behalf of Target or on instructions from Target.<\/p>\n<\/p>\n
\nrelief of any kind from the Corporation, including without limitation:<\/p>\n<\/p>\n
\nemployment with Target and Executive153s employment termination; and<\/p>\n<\/p>\n
\nactions, or omissions of the Corporation; and<\/p>\n<\/p>\n
\nharassment, retaliation or reprisal, or other alleged unlawful practices arising
\nunder the laws of the United States or any other country or of any state,
\nprovince, municipality, or other unit of government including without
\nlimitation, claims under the Age Discrimination in Employment Act, Title VII of
\nthe Civil Rights Act of 1964, the Americans with Disabilities Act, 42 U.S.C \u00a7
\n1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Worker
\nAdjustment and Retraining Notification Act, the Family and Medical Leave<\/p>\n
\n
\ncompensation non-interference or non-retaliation statutes; and<\/p>\n<\/p>\n
\ncontract; breach of implied contract; failure to keep any promise; breach of a
\ncovenant of good faith and fair dealing; breach of fiduciary duty; estoppel;
\nExecutive153s activities, if any, as a “whistleblower”; defamation; infliction of
\nemotional distress; fraud; misrepresentation; negligence; harassment;
\nretaliation or reprisal; constructive discharge; assault; battery; false
\nimprisonment; invasion of privacy; interference with contractual or business
\nrelationships; any other wrongful employment practices; and violation of any
\nother principle of common law; and<\/p>\n<\/p>\n
\nwithout limitation, bonuses, commissions, vacation pay, perquisites, and expense
\nreimbursements; and<\/p>\n<\/p>\n
\nother equitable relief, compensatory damages, damages for alleged personal
\ninjury, liquidated damages, and punitive damages; and<\/p>\n<\/p>\n
\n
\nallow to be waived or any claims that may arise after the date on which
\nExecutive signs this Agreement.<\/p>\n<\/p>\n
\nconsideration from Target as set forth in this Agreement if he signs and does
\nnot revoke this Agreement as provided in Section 25 below. Executive understands
\nand acknowledges that the consideration is in addition to anything of value that
\nExecutive would be entitled to receive from the Corporation if Executive did not
\nsign this Agreement or if Executive revoked this Agreement. In exchange for that
\nconsideration, Executive gives up and releases all of Executive Claims.
\nExecutive will not make any demands or claims against the Corporation for
\ncompensation or damages relating to Executive Claims. This provision shall not
\npreclude Executive from filing a charge of discrimination with the Equal
\nEmployment Opportunity Commission. However, Executive hereby agrees that he
\nreleases any right to compensation arising out of such a charge, agrees not to
\nseek any compensation in such a charge, and specifically agrees to return any
\ncompensation that he receives in connection with such a charge to Target. The
\nconsideration that Executive is receiving is a full and fair payment for the
\nrelease of Executive Claims.<\/p>\n<\/p>\n
\nprovide consideration for Executive to settle and release Executive Claims, the
\nCorporation does not admit that it is responsible or legally obligated to
\nExecutive. In fact, the Corporation denies that it engaged in any unlawful or
\nimproper conduct toward Executive and denies that it has engaged in any
\nwrongdoing.<\/p>\n<\/p>\n
\nbinding upon the Company and its successors and assigns and Executive, his
\nheirs, executors, successors and assigns. This<\/p>\n
\n
\nto herein, embody the entire agreement and understanding between the Company and
\nExecutive, and supersedes all prior agreements and understandings (oral or
\nwritten) between them relating to the subject matter hereof. The terms of this
\nAgreement may only be modified by an agreement in writing signed by Executive
\nand authorized persons of Target Corporation and Enterprise.<\/p>\n<\/p>\n
\nits implementation pursuant to this Agreement is intended to be a welfare
\nbenefit plan subject to the applicable requirements of ERISA. The ICP and this
\nAgreement shall be administered and construed consistently with that intent and
\nwith the applicable provisions of the Internal Revenue Code. The laws of the
\nState of Minnesota, without regard to Minnesota153s choice-of-law principles,
\ngovern all matters arising out of or related to this Agreement to the extent
\nsuch laws are not preempted by laws of the United States of America. The
\nparties agree that the exclusive forum and venue for any legal action arising
\nout of or related to this Agreement shall be the United States District Court
\nfor the District of Minnesota, and the parties submit to the personal
\njurisdiction of that court. If neither subject matter nor diversity
\njurisdiction exists in the United States District Court for the District of
\nMinnesota, then the exclusive forum and venue for any such action shall be the
\ncourts of the State of Minnesota located in Hennepin County, and the parties
\nsubmit to the personal jurisdiction of that court.<\/p>\n<\/p>\n
\nAgreement is held invalid, illegal or unenforceable, the validity, legality and
\nenforceability of the remaining provisions will not be affected or impaired,
\nunless enforcement of this Agreement as so invalidated would be unreasonable or
\ngrossly inequitable under all the circumstances or would frustrate the purposes
\nof this Agreement.<\/p>\n<\/p>\n
\nAgreement is entered into for the purpose of implementing the ICP. The terms of
\nthis Agreement are intended to be construed in<\/p>\n
\n
\nthe terms of this Agreement and the terms of the ICP, the terms of this
\nAgreement shall prevail.<\/p>\n<\/p>\n
\nthe terms of this Agreement shall be open for acceptance for a period of
\ntwenty-one (21) days from the date of its receipt and a signed copy of this
\nAgreement must be delivered to the Company within twenty-five (25) days of
\nreceipt of this Agreement. During this time, Executive may consider whether or
\nnot to accept this Agreement or seek counsel to advise him regarding the same.
\nExecutive agrees that changes to this Agreement, whether material or immaterial,
\nwill not restart this acceptance period.<\/p>\n<\/p>\n
\nrevoke (that is cancel) this Agreement, including the release set forth in
\nSection 19, if he does so within fifteen (15) calendar days of signing this
\nAgreement. Such revocation must be made in a written statement that is hand
\ndelivered or post marked within fifteen (15) calendar days of the date Executive
\nsigns this Agreement and must be addressed to the Corporate Secretary, Target
\nCorporation, 1000 Nicollet Mall, TPS 2670, Minneapolis, Minnesota 55403.
\nExecutive understands that if he mails such a revocation, mailing by certified
\nmail, return receipt requested, is recommended to show proof of mailing.<\/p>\n<\/p>\n
\nthreatened breach by Executive of the provisions of Sections 12, 13, 15, 16 or
\n17 of this Agreement, the Company shall be entitled to an injunction restraining
\nExecutive from breaching, in whole or in part, any of his duties, obligations,
\nor covenants in those sections. Executive acknowledges that such remedy is
\nappropriate. Nothing in this Agreement shall be construed as prohibiting the
\nCompany from pursuing any additional or other remedy or remedies available to it
\nfor such breach or threatened breach, including but not limited to the other
\nremedies specifically provided for in this Agreement and the recovery of
\ndamages, together with costs and attorney153s fees.<\/p>\n
\n
\nto this Agreement, Executive shall promptly inform the Company of the name and
\nbusiness address of each employer of Executive and shall provide a summary
\ndescription of the nature and principal business locations of the employer.
\nExecutive shall also provide the title, principal duties, address and phone
\nnumber of Executive. Significant changes in employment, duties or location must
\nbe promptly reported. Such reports shall be provided to the Executive Vice
\nPresident, Human Resources, Target Corporation, 1000 Nicollet Mall, TPS 0999,
\nMinneapolis, Minnesota 55403.<\/p>\n
\n
\nExecutive to consult with an attorney prior to signing this Agreement.<\/p>\n<\/p>\n
\non any statements or explanations made by the Company, its agents or its
\nattorneys.<\/p>\n<\/p>\n
\nmore) to consider whether to sign this Agreement. Executive acknowledges that if
\nhe signs this Agreement before the end of the twenty-one (21) day period, it was
\nExecutive153s personal voluntary decision to do so.<\/p>\n<\/p>\n
\nenforceable until the revocation period has expired. No payment shall be made to
\nExecutive until after the revocation period has expired.<\/p>\n<\/p>\n
\nand Executive will not receive any benefits under this Agreement, including the
\nincome continuance payments set forth in Section 3, the payments set forth in
\nSection 11, and the Restricted Stock Units awards payouts set forth in
\nSection 10.<\/p>\n<\/p>\n\n\n
\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n \n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n \n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n<\/tr>\n \n \n \n \n<\/td>\n \n<\/td>\n \n \n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n<\/td>\n \n