Exhibit (10)F
TARGET CORPORATION
OFFICER DEFERRED COMPENSATION PLAN
ARTICLE 1
PURPOSE
The purpose of this Target
Corporation Officer Deferred Compensation Plan, formerly known as
the Target Corporation Deferred Compensation Plan — Senior
Management Group, (the “Plan”) is to provide a means
whereby Target Corporation (the “Company”) may afford
financial security to a select group of employees who are in the
Senior Management Group of the Company and its subsidiaries and who
have rendered and continue to render valuable services to the
Company or its subsidiaries and who make an important contribution
towards the Company’s continued growth and success, by
providing for additional future compensation so that such employees
may be retained and their productive efforts encouraged.
Participants ceased to be eligible to defer Earnings into the Plan
after December 31, 1996. The Plan, which is intended to
comply with Code section 409A, was amended and restated effective
January 1, 2009. The Plan was amended to incorporate the
Company’s recoupment policy effective January 13,
2010. This Plan document, which was amended to reflect Plan
administration and amendment changes authorized by the Board of
Directors on November 10, 2010 and modification of the Change in
Control definition, is effective June 8, 2011.
ARTICLE 2
DEFINITIONS AND CERTAIN PROVISIONS
Active Status
. “Active Status”
means the Participant is currently employed by the Company or has
terminated employment under Normal or Early Retirement or under
other conditions described in Section 5.2 and has not yet
begun to receive payments from the Plan associated with a
particular Deferral Account.
Affiliate . An “Affiliate” is the
Company and all persons, with whom the Company would be considered
a single employer under Code section 414(b) or
414(c).
Beneficiary
. “Beneficiary”
means the person or persons designated as such in accordance with
Article 6.
Benefit Deferral
Period .
“Benefit Deferral Period” means that period of one
(1) or four (4) Plan Years as determined pursuant to
Article 4 over which a Participant defers a portion of such
Participant’s Earnings.
Committee . “Committee” means the plan
administration committee appointed to administer the Plan pursuant
to Article 3; provided, solely for purposes of the Plan
amendment provisions of Section 7.1, “Committee”
means the Chief Executive Officer and the senior ranking Human
Resources officer, jointly or individually.
Cumulative Deferral
Amount .
“Cumulative Deferral Amount” means the total cumulative
amount by which a Participant’s Earnings must be reduced over
the period prescribed in Section 4.1. If for a Plan Year
a Matching Allocation for an Employee who is a member of the Senior
Management Group of the Company pursuant to the Target Corporation
Supplemental Retirement, Savings and Employee Stock Ownership Plan
(“SRSP”) cannot be made because the Before
Tax
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Deposits or After Tax Deposits elected by the
Employee are reduced to comply with the provisions of the SRSP,
“Cumulative Deferral Amount” also includes the amount
of the Matching Allocation that cannot be made.
Declared Rate
. “Declared Rate”
means with respect to any Plan Year the applicable rate announced
in advance by the Committee for such Plan Year. Under no
circumstances shall the minimum rate be less than twelve percent
(12%) per annum and the maximum rate shall not exceed twenty
percent (20%) per annum. The rate to be announced, subject to
the minimum and maximum percentages referenced above, shall be a
calculated rate using the following formula:
Moody’s Corporate Bond
Yield Average .
Monthly Average Corporates as published by Moody’s Investors
Service, Inc. or its successor (or if said index is no longer
available, its successor index, or if no successor index exists,
such other index as selected by the Committee as most closely
replicates the measure produced by said Moody index) for the month
of June for the year preceding the subject Plan Year to which
the Declared Rate shall apply, said rate of return to be rounded to
the nearest .10% of said reported rate, to which percentage rate
shall be added six (6) percentage points (e.g. an index of
7.16% rounded to 7.20% plus 6% equals a 13.2% “Declared
Rate”). Provided however, if any tax or insurance
change shall occur which in the reasoned judgment of the Committee
shall have an ongoing adverse economic effect on the underlying
COLI financing assumptions related to the Plan, then the Committee
may adjust said Declared Rate to reflect such adverse economic
impact but in no event below the twelve percent (12%) minimum
referenced in the first paragraph hereof.
Deferral Account
. “Deferral
Account” means the account maintained on the books of account
of the Company pursuant to Section 4.4.
Early Retirement
. “Early
Retirement” means the Participant’s Termination of
Employment for a reason other than death on or after the date the
Participant attains age 55 and prior to the date the Participant
attains age 65.
Earnings . “Earnings” means the base
pay and incentive pay paid to a Participant by the Company or a
subsidiary, excluding car and other allowances and other cash and
non-cash compensation.
Eligible Employee
. “Eligible
Employee” means each Employee in the Senior Management Group
of the Company who executes an Enrollment Agreement to participate
in the Plan.
Employee . “Employee” means any person
employed by the Employer on a regular salaried basis, including
officers of the Employer.
Employer . “Employer” means the Company
and any of its wholly owned subsidiaries.
Enrollment Agreement
. “Enrollment
Agreement” means the written agreement entered into by the
Employer and an Eligible Employee pursuant to which the Eligible
Employee becomes a Participant in the Plan. In the sole
discretion of the Company, authorization forms filed by any
Participant by which the Participant makes the elections provided
for by this Plan may be treated as a completed and fully executed
Enrollment Agreement for all purposes under the Plan.
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Normal Retirement
. “Normal
Retirement” means the Termination of Employment of a
Participant with the Employer for reasons other than death on or
after the date the Participant attains age 65.
Participant
. “Participant”
means an Eligible Employee who has filed a completed and executed
Enrollment Agreement or authorization form with the Committee and
is participating in the Plan in accordance with the provisions of
Article 4. “Participant” also means an
Employee who is a member of the Senior Management Group of the
Company who has a Cumulative Deferral Amount based on Matching
Allocation that could not be made to the SRSP.
Pay Status
. “Pay Status”
means that the Participant has had a Termination of Employment with
the Company and has begun to receive payments from the Plan
associated with a particular Deferral Account.
Plan Year . “Plan Year” means the
calendar year beginning January 1 and ending
December 31.
Specified Employee
. For purposes of complying
with the requirements of Code section
409A(a)(2)(B)(i) (relating to the 6 month suspension of
certain benefit distributions), an individual is a “Specified
Employee” if on his or her Termination of Employment, the
Company or other Affiliate has stock that is traded on an
established securities market within the meaning of Code section
409A(a)(2)(B) and such individual is a “key
employee” (defined below). For this purpose, an
individual is a “key employee” during the 12-month
period beginning on April 1 immediately following the calendar
year in which the individual was employed by the Company and other
Affiliates, and satisfied, at any time within such calendar year,
the requirements of Code section 416(i)(1)(A)(i), (ii) or
(iii) (without regard to Code section 416(i)(5)). An
individual will not be treated as a Specified Employee if the
individual is not required to be treated as a Specified Employee
under Treasury Regulations issued under Code section
409A.
Termination of
Employment .
(a)
For purposes of determining
entitlement to or amount of benefits under the Plan,
“Termination of Employment” means a severance of a
Participant’s employment relationship with the Employer and
all other Affiliates, for any reason.
(b)
For purposes of determining when a
distribution will be made under the Plan, a “Termination of
Employment” will be deemed to occur if, based on the relevant
facts and circumstances to the Participant, the Employer, all other
Affiliates, and Participant reasonably anticipate that the level of
bona fide future services to be performed by the Participant for
the Employer and all other Affiliates will permanently decrease to
no more than 20% of the average level of bona fide services
performed over the immediately preceding 36-month
period.
(c)
A bona fide leave of absence that is
six months or less, or during which an individual retains a
reemployment right, will not cause a Termination of
Employment. In the case of a leave of absence without a right
of reemployment that exceeds the time periods described in this
paragraph, a Termination of Employment will be deemed to occur once
the leave of absence exceeds six months.
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(d)
Notwithstanding the foregoing, a
Termination of Employment shall not occur unless such termination
also qualifies as a “separation from service,” as
defined under Code section 409A and related guidance
thereunder.
ARTICLE 3
ADMINISTRATION OF THE PLAN
A Committee (of one or more
individuals) shall be appointed by the Board of Directors of the
Company to administer the Plan and to establish, adopt or revise
such rules and regulations as it may deem necessary or
advisable for the administration of the Plan. The Committee
shall have discretionary authority to determine eligibility for
benefits and to construe the terms of the Plan.
Interpretations of the Plan by the Committee shall be
conclusive. Members of the Committee shall be eligible to
participate in the Plan while serving as members of the Committee,
but a member of the Committee shall not vote or act upon any matter
which relates solely to such member’s interest in the Plan as
a Participant.
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ARTICLE 4
PARTICIPATION
4.1
Election to
Participate .
Effective for Plan Years beginning on and after January 1,
1997, Participants ceased to be eligible to defer Earnings into
this Plan. For Plan Years beginning prior to January 1,
1997, any Employee who is a member of the Senior Management Group
of the Company may enroll in the Plan by filing a completed and
fully executed Enrollment Agreement or authorization form with the
Committee. Pursuant to said Enrollment Agreement or authorization
form, the Employee shall irrevocably designate a dollar amount by
which the aggregate Earnings of such Participant would be reduced
over one (1) or four (4) Plan Years next following the
execution of the Enrollment Agreement (the “Benefit Deferral
Period”), provided, however, that:
(a)
Minimum Deferral
. The reduction for any Plan
Year shall not be less than Five Thousand Dollars
($5,000.00)
(b)
Reduction in Earnings
.
(i)
In General
. Except as otherwise provided
in this Section 4.1, the Earnings of the Participant for each
of the Plan Years in the Benefit Deferral Period shall be reduced
by the amount specified in the Enrollment Agreement (including any
authorization form) applicable to such Plan Year.
(ii)
Accelerated Reduction
. A Participant may elect in a
written notice with the consent of the Committee to increase the
amount of the reduction of Earnings otherwise provided for by
Section 4.1(b)(i) for any of the Plan Years remaining in
the Benefit Deferral Period, provided, however, that any such
increase in the reduction of Earnings for any remaining Plan Years
in the Benefit Deferral Period shall not increase the Cumulative
Deferral Amount, but shall act to shorten the length of the Benefit
Deferral Period.
(c)
Maximum Reduction in
Earnings . A
Participant may not elect a Cumulative Deferral Amount or an
increase in reduction of Earnings pursuant to
Section 4.1(b)(ii), or any combination of the two, that would
cause the aggregate total reduction in Earnings in any Plan Year to
exceed twenty-five percent (25%) of the base pay and one hundred
percent (100%) of the incentive pay payable during such Plan Year
up to a total of $250,000 per year plus the amount of any payout
made pursuant to Section 5.4, or such greater percent of base
pay and/or incentive pay or greater total amount as the Committee
may permit in its sole discretion. In the event that a
Participant elects a Cumulative Deferral Amount or increase in
reduction of Earnings that would violate the limitation described
in this paragraph (c), the election shall be valid except that the
Cumulative Deferral Amount or increase in reduction of Earnings so
elected shall automatically be reduced to comply with such
limitation, whichever is most appropriate in the sole discretion of
the Committee.
4.2
Deferral Accounts
. The Committee shall
establish and maintain a separate Deferral Account for each
Participant. The amount by which a Participant’s Earnings are
reduced pursuant to Section 4.1 shall be credited by the
Employer to the Participant’s Deferral Account on the
fifteenth (15th) day of the month in which such Earnings would
otherwise have been paid. The Participant’s Deferral
Account shall be credited with the annual SRSP lost Matching
Allocation on January 15 following the year of the lost
Matching Allocation. Effective for Plan Years beginning
on
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and after January 1, 1997, Participants
ceased to be eligible for the annual SRSP lost Matching
Allocation. Such Deferral Account shall be debited by the
amount of any payments made by the Employer to the Participant or
the Participant’s Beneficiary pursuant to this
Plan.
(a)
Normal and Early Retirement
Interest . Each
Deferral Account of a Participant who retires as a Normal or Early
Retirement shall be deemed to bear interest, in accordance with
Appendix A, Section 1, from the date such Deferral Account was
established through the date of commencement of payment of the
Normal or Early Retirement Benefit at a rate equal to the Declared
Rate which is announced by the Committee for each Plan Year.
Following the date of commencement of payment of the Normal or
Early Retirement Benefit, a Participant’s Deferral Account
shall be deemed to bear interest on the balance of such Deferral
Account in accordance with Appendix A, Section 2.
(b)
Other Interest
. In the case of any
Termination of Employment other than by Normal or Early Retirement
or upon the Participant’s termination of enrollment in this
Plan pursuant to Section 5.2(b), the Participant’s
Deferral Account shall be deemed to bear interest from the date
such Deferral Account was established through the date of the
earlier of Termination of Employment or termination of enrollment
in this Plan under Section 5.2(c) on the balance in such
Deferral Account in accordance with Appendix A, Section 1,
except that the interest rate used to calculate interest earned in
the Deferral Account shall be ten percent (10%) per annum,
provided, however, that if more than five (5) years have
elapsed since the first day of the Benefit Deferral Period, the
Participant’s Deferral Account shall be deemed to bear
interest from the date such Deferral Account was established
through the date of the earlier of Termination of Employment or
termination of enrollment in this Plan on the balance in such
Deferral Account at a rate equal to the Declared Rate which is
announced by the Committee for each Plan Year, in accordance with
Appendix A, Section 1. Following the earlier of the date
of commencement of payment of the Termination Benefit or the date
of termination of enrollment in this Plan, a Participant’s
Deferral Account shall be deemed to bear interest on the balance in
such Deferral Account in accordance with Appendix A,
Section 1, if the Participant is in Active Status with respect
to the Deferral Account or in accordance with Appendix A,
Section 2, if the Participant is in Pay Status with respect to
the Deferral Account. However, in either case the interest
rate used to calculate interest earned in the Deferral Account
shall be twelve percent (12%) per annum. Notwithstanding
anything contained herein to the contrary, if a Participant has
begun receiving benefits under this Plan and the calculation of
future benefits, using the method of calculation set forth on
Appendix A causes a reduction in benefits, the future payments
shall be made in accordance with the method used at the time of the
Participant’s initial payment.
4.3
Rollover Deferred Compensation
Account . In its
sole discretion, the Committee may permit a Participant to make a
special rollover election to transfer any amounts which were
previously deferred under the Company’s existing deferred
compensation plans to this Plan. Notwithstanding the
foregoing, no such special rollover elections or transfers to this
Plan shall be permitted after December 31, 2008.
In such event, the Committee shall
establish and maintain a separate Rollover Deferral Account for
each Participant who makes a rollover transfer to this Plan.
Such Rollover Deferral Account shall be deemed to bear interest at
the same rate and subject to the same conditions as other Deferral
Accounts pursuant to Section 4.2. Each Participant who
makes a rollover transfer to a Rollover Deferral Account shall be
treated for purposes of determining benefits under the Plan
as
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having a separate Cumulative Deferral Amount and
Deferral Account which shall initially be in the amount of the
rollover transfer. A Participant who makes a rollover
transfer shall be deemed to waive all rights under the
Company’s existing deferred compensation plans from which
rollover transfers are made with respect to the amounts transferred
to this Plan, including the right to make elections regarding the
time or manner of payment as permitted thereunder. Rollover
transfers shall be subject to the minimum deferral amount set forth
in Section 4.1(a), but shall not be subject to any maximum
deferral limitation.
4.4
Valuation of Accounts
. The value of a Deferral
Account as of any date shall equal the amounts theretofore credited
to such account less any payments debited to such account plus the
interest deemed to be earned on such account in accordance with
Section 4.2. Interest shall be credited in accordance
with Appendix A.
4.5
Statement of Accounts
. The Committee shall submit
to each Participant, within one hundred twenty (120) days after the
close of each Plan Year, a statement in such form as the Committee
deems desirable setting forth the balance standing to the credit of
each Participant in his Deferral Account.
4.6
No Future Deferrals
. No Employee or Participant
can make additional deferrals into the Plan.
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ARTICLE 5
BENEFITS
5.1
Normal or Early
Retirement . Upon a
Participant’s Normal or Early Retirement, the payment of
benefits shall commence on the first day of the month following
such Termination of Employment, or following such later date which
the Participant elected in his Enrollment Agreement (including any
authorization form). A Participant may elect in his
Enrollment Agreement (including any authorization form) to have
payments commence from one (1) to ten (10) years
following Termination of Employment, but not later than age 65 (or
five (5) years after the first day of the Benefit Deferral
Period, if later).
(a)
Single Participant
. In the case of a Participant
who is single when payments commence, the Employer shall make
periodic payments to the Participant in an amount in accordance
with Appendix A, Section 2.B., for the life of the
Participant, but not less than fifteen (15) years. The
payments shall be the actuarial equivalent of the aggregate of the
Participant’s Deferral Account at the time payments commence
and the interest that will accrue on the unpaid balance in such
Deferral Account during the payment period pursuant to
Section 4.2(a). The payment amount will be redetermined
annually to reflect the changes in the Declared Rate.
(b)
Married Participant
. In the case of a Participant
who is married when payments commence, the Employer shall make
actuarially reduced payments in accordance with Appendix A,
Section 2.B., to the Participant for his life and thereafter,
if the Participant is survived by a spouse who was married to the
Participant when Normal or Early Retirement Benefit payments
commenced, shall continue to make payments to the
Participant’s spouse for his life, with payments to be made
for an aggregate period of not less than fifteen (15) years.
The payments shall be the actuarial equivalent of the payments
which would be made to the Participant pursuant to
Section 5.1(a) if he were single. The
mon
