Target Corp Sample Contracts

Target Corp – TRANSITION AGREEMENT (January 10th, 2019)

THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into effective January 7, 2019 (“Effective Date”), by and among Target Corporation, a Minnesota corporation (“Target”), Target Enterprise, Inc. (“Target Enterprise”) a subsidiary of Target (Target and Target Enterprise collectively, the “Company”) and Cathy R. Smith (“Executive”).

Target Corp – To the Banks party to the Credit Agreement referred to below c/o Bank of America, N.A., as Administrative Agent for such Banks (November 27th, 2018)
Target Corp – Target Reports Third Quarter Results (November 20th, 2018)

Comparable traffic growth of 5.3 percent and comparable sales growth of 5.1 percent were driven by healthy increases in both stores and digital channels.

Target Corp – Target Reports Second Quarter 2018 Earnings (August 22nd, 2018)

The midpoint of Target’s third quarter EPS guidance range of $1.00 to $1.20 represents growth of more than 20 percent compared with last year.

Target Corp – Target Reports First Quarter 2018 Earnings and Affirms Full-Year Guidance (May 23rd, 2018)

In the first quarter the Company completed 56 remodels, opened 7 new stores, introduced 3 new brands and a successful limited-time collaboration with Hunter, launched its new Drive-Up service in more than 250 stores, expanded Target Restock nationwide and rolled out same-day delivery from more than 700 stores, enabled by its recent acquisition of Shipt.

Target Corp – Second Amendment to Pharmacy Operating Agreement (March 14th, 2018)

This Second Amendment to Pharmacy Operating Agreement (this “Amendment”) is made as of January 9, 2018 (the “Amendment Effective Date”) between Target Corporation, a Minnesota corporation (“Target”) and CVS Pharmacy, Inc., a Rhode Island corporation (“CVS”).

Target Corp – Amended and Restated Target Corporation 2011 Long-Term Incentive Plan NON- EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (March 14th, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Director”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a member of the Board, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

Target Corp – PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (March 14th, 2018)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Performance-Based Restricted Stock Units (“PBRSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

Target Corp – Amended and Restated Target Corporation 2011 Long-Term Incentive Plan PERFORMANCE SHARE UNIT AGREEMENT (March 14th, 2018)

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Performance Share Units (“PSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

Target Corp – Amended and Restated Target Corporation 2011 Long-Term Incentive Plan RESTRICTED STOCK UNIT AGREEMENT (March 14th, 2018)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions. The intent of the Award is for the Team Member to earn the Award for providing Service to the Company or a Subsidiary over the four years starting on the Grant Date and, except for the specific circumstances described in this Agreement, receive one fourth (1/4) of the Shares issuable under the RSUs after each anniversary of the Grant Date.

Target Corp – Target Reports Fourth Quarter and Full-Year 2017 Earnings (March 6th, 2018)

Following the Company’s post-holiday update1, comparable sales grew more than 4 percent in January, leading to comparable sales growth of 3.6 percent for the fourth quarter.

Target Corp – To the Banks party to the Credit Agreement referred to below c/o Bank of America, N.A., as Administrative Agent for such Banks (November 20th, 2017)
Target Corp – Amendment to Target Corporation Deferred Compensation Trust Agreement (As Amended and Restated Effective January 1, 2009) (November 20th, 2017)

This Amendment is made to the Target Corporation Deferred Compensation Trust Agreement (As Amended and Restated Effective January 1, 2009) (the “Trust Agreement”) by and between Target Corporation, a Minnesota corporation (the “Company”) and State Street Bank and Trust Company (the “Trustee”).

Target Corp – Target Reports Third Quarter 2017 Earnings (November 15th, 2017)

Third quarter GAAP EPS from continuing operations of $0.87 and Adjusted EPS1 of $0.91 were near the upper-end of the guidance range of $0.75 to $0.95.

Target Corp – [Face of Note] (October 20th, 2017)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Target Corp – Target Corporation Officer Income Continuation Plan (As Amended and Restated Effective as of September 1, 2017) (August 21st, 2017)
Target Corp – AMENDED AND RESTATED TARGET CORPORATION 2011 LONG TERM INCENTIVE PLAN (August 21st, 2017)
Target Corp – TARGET CORPORATION EXECUTIVE OFFICER CASH INCENTIVE PLAN (Adopted on March 7, 2017) Article I—Background (June 15th, 2017)
Target Corp – PRICE-VESTED STOCK OPTION AGREEMENT (May 22nd, 2017)

THIS PRICE-VESTED STOCK OPTION AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of May 22, 2017 (the “Grant Date”) by and between the Company and the person (the “Team Member”) identified in the grant summary letter delivered to the Team Member (the “Award Letter”). This award of Options (collectively, may be referred to as the “Option”) is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”) pursuant to an authorization by the Company’s Board of Directors approved on April 17, 2017 (the “Approval Date”), subject to the following terms and conditions.

Target Corp – TARGET CORPORATION OFFICER EDCP (2017 PLAN STATEMENT) (March 8th, 2017)
Target Corp – Amendment to Pharmacy Operating Agreement (March 8th, 2017)

This Amendment to Pharmacy Operating Agreement is entered into by Target Corporation (“Target”) and CVS Pharmacy, Inc. (“CVS”) as of November 30, 2016.

Target Corp – PERFORMANCE SHARE UNIT AGREEMENT (March 8th, 2017)

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Performance Share Units (“PSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

Target Corp – RESTRICTED STOCK UNIT AGREEMENT (March 8th, 2017)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions. The intent of the Award is for the Executive to earn the Award, subject to minimum Company performance, for providing Service to the Company or a Subsidiary over the four years starting on the Grant Date and, except for the specific circumstances described in this Agreement, receive one-fourth (1/4) of the Shares issuable under the RSUs after each anniversary of the Grant Date.

Target Corp – TARGET CORPORATION OFFICER EDCP (2017 PLAN STATEMENT) (November 23rd, 2016)
Target Corp – EXECUTION VERSION Published CUSIP Numbers: Deal: 87613JAE4Revolver: 87613JAF1 FIVE-YEAR CREDIT AGREEMENT dated as of October 5, 2016 among TARGET CORPORATION,as Borrower THE BANKS LISTED HEREIN, THE CO-DOCUMENTATION AGENTS LISTED HEREIN, BANK OF AMERICA, N.A.,as Administrative Agent CITIBANK, N.A.,as Syndication Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,CITIGROUP GLOBAL MARKETS INC., J. P. MORGAN CHASE BANK, N.A.,WELLS FARGO SECURITIES, LLC,andU.S. BANK NATIONAL ASSOCIATION,as Joint Lead Arrangers and Joint Book Managers (November 23rd, 2016)

THIS FIVE-YEAR CREDIT AGREEMENT, dated as of October 5, 2016, is among TARGET CORPORATION, a Minnesota corporation, the BANKS listed on the signature pages hereof, the CO-DOCUMENTATION AGENTS and SYNDICATION AGENT listed herein and BANK OF AMERICA, N.A., as Administrative Agent.

Target Corp – TARGET CORPORATION OFFICER INCOME CONTINUANCE POLICY STATEMENT As Amended and Restated April 3, 2016 (May 25th, 2016)

This will be known as the Officer Income Continuance Policy (“Officer-ICP”) of the Corporation. It will be interpreted and applied in accordance with this Statement of policy and with any subsequent amendment or restatement applicable to the Executive. The Corporation’s Income Continuance Policy Statement has been consolidated and transferred into the Officer-ICP.

Target Corp – TARGET CORPORATION OFFICER EDCP (2016 PLAN STATEMENT) (May 25th, 2016)
Target Corp – TARGET CORPORATION SPP II (2016 Plan Statement) Effective April 3, 2016 As Amended and Restated (May 25th, 2016)
Target Corp – TARGET CORPORATION SPP I (2016 Plan Statement) Effective April 3, 2016 As Amended and Restated (May 25th, 2016)
Target Corp – [Face of Note] (April 11th, 2016)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Target Corp – [Face of Note] (April 11th, 2016)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Target Corp – Target Corporation Announces Tender Offers for Certain Outstanding Debt Securities (April 4th, 2016)

MINNEAPOLIS (April 4, 2016) — Target Corporation (“Target”) (NYSE:TGT) today announced that it has commenced tender offers to purchase for cash up to $1,800,000,000 aggregate purchase price of its debt securities listed in the tables below (collectively, the “Securities” and each a “series” of Securities).

Target Corp – PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (March 11th, 2016)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Performance-Based Restricted Stock Units (“PBRSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions. The intent of the Award is for the Executive to earn the Award, subject to minimum Company performance, for providing Service to the Company or a Subsidiary through the three full fiscal years after the Grant Date and, except for the specific circumstances described in this Agreement, receive the Shares issuable under the PBRSUs after the end of that period.

Target Corp – RESTRICTED STOCK UNIT AGREEMENT (March 11th, 2016)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions. The intent of the Award is for the Executive to earn the Award, subject to minimum Company performance, for providing Service to the Company or a Subsidiary over the three years starting on the Grant Date and, except for the specific circumstances described in this Agreement, receive the Shares issuable under the RSUs after the third anniversary of the Grant Date.

Target Corp – PHARMACY OPERATING AGREEMENT BETWEEN TARGET CORPORATION AND CVS PHARMACY, INC. (March 11th, 2016)

THIS PHARMACY OPERATING AGREEMENT is made as of December 16, 2015 (the “Effective Date”), between Target Corporation, a Minnesota corporation (“Target”), and CVS Pharmacy, Inc., a Rhode Island corporation (“CVS”).