0000027419-16-000043 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 11th, 2016 • Target Corp • Retail-variety stores • Minnesota

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.

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Amended and Restated Target Corporation 2011 Long-Term Incentive Plan NON- EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 11th, 2016 • Target Corp • Retail-variety stores • Minnesota

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.

PHARMACY OPERATING AGREEMENT BETWEEN TARGET CORPORATION AND CVS PHARMACY, INC.
Operating Agreement • March 11th, 2016 • Target Corp • Retail-variety stores • New York

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”).

PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • March 11th, 2016 • Target Corp • Retail-variety stores • Minnesota

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.

NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT
Non-Competition, Non-Solicitation and Confidentiality Agreement • March 11th, 2016 • Target Corp • Retail-variety stores • Minnesota

This Non-Competition, Non-Solicitation and Confidentiality Agreement (referred to as the “Agreement”), is made by and between Target Corporation, a Minnesota corporation, and Target Enterprise, Inc., a subsidiary of Target Corporation (“Target Enterprise”), their predecessors, successors, parents, subsidiaries, affiliates, joint venture partners, shareholders, officers, and divisions (collectively referred to as “Target”) and Tina Tyler, an employee of Target Enterprise (“Ms. Tyler”). Ms. Tyler and Target are collectively referred to as “the parties” throughout this Agreement.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Based Restricted Stock Unit Agreement • March 11th, 2016 • Target Corp • Retail-variety stores • Minnesota

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.

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