TGT » Topics » AMENDMENT AND TERMINATION OF PLAN

These excerpts taken from the TGT 10-Q filed Nov 30, 2007.

AMENDMENT AND TERMINATION OF PLAN

Sec  8.1          Amendment.  The Board may at any time amend the Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate the Plan for future deferrals; provided, however, that no amendment shall be effective to decrease the benefits, nature or timing thereof payable under the Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment.  Written notice of any amendment shall be given to each Participant then participating in the Plan. Notwithstanding the above, the Board authorizes the Committee to amend the Plan to make changes to the Crediting Rate Alternatives by either adding any new or deleting any existing Crediting Rate Alternative, and to impose limitations on selection of or deferral into any Crediting Rate Alternative by the action of the Committee. Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.

Sec  8.2          Automatic Termination of Plan.  The Plan shall terminate only under the following circumstances.  The Plan shall automatically terminate upon a determination by the Company that a final decision of a court of competent jurisdiction has declared that the Participants under the Plan are in constructive receipt under the Internal Revenue Code of their vested Plan benefits.

 

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Sec  8.3          Payments Upon Automatic Termination.  Upon any Plan termination under Sec. 8.2, the Participants will be deemed to have terminated their enrollment under the Plan as of the date of such termination.  The Company will pay all Participants the value of each Participant’s Deferral Accounts in a lump sum, determined as if each Participant had a Termination of Employment on the date of such termination of the Plan and elected to be paid as soon as possible following Termination of Employment.

Sec  8.4          Payments Upon Change of Control.  Notwithstanding any provision of this Plan to the contrary, if a “Change of Control” as defined in the Target Corporation Deferred Compensation Trust Agreement (as it may be amended from time to time) occurs and results in funding of the trust established under that Agreement, each Participant (or Beneficiary of a deceased Participant) will be paid the entire value of his or her Deferral Accounts in a lump sum, determined as if the Participant’s Retirement had occurred on the date the Change of Control occurs, and the Participant had elected to be paid his or her entire benefit in a lump sum as soon as possible following Retirement.  However, this section shall not apply, and no amounts shall be payable to Participants or Beneficiaries under this section, in the event the assets of said trust are returned to the Participating Employers pursuant to the Trust Agreement because no Change of Control actually occurred.

AMENDMENT AND TERMINATION OF PLAN

 

7.1           Amendment. The Board of Directors of the Company may at any time amend the Plan , in whole or in part for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate the Plan for future deferrals (excluding from such power to terminate future deferrals those future deferrals provided for in Section 5.4 Early Payout Option); provided, however, that no amendment shall be effective to decrease the benefits, nature or timing thereof payable under the Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment. Written notice of any amendment shall be given each Participant then participating in the Plan. Notwithstanding the above, the Board authorizes the Committee to amend the Plan to make any other amendments to this Plan deemed necessary or desirable by the Committee for the operation and administration of this Plan provided such amendment does not have a material financial impact on DHC. Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board. Written notice of any amendment shall be given to each Participant then participating in the Plan.

 

7.2           Automatic Termination of Plan. The Plan shall terminate only under the following circumstances. The Plan shall automatically terminate upon (a) a determination by the Company that a final decision of a court of competent jurisdiction or the U. S. Department of Labor holding that the Plan is not maintained “primarily for the purpose of providing deferred compensation for a select group of management or highly-compensated employees,” and therefore is subject to Parts 2, 3 and 4 of Title I of ERISA, would require that the Plan be funded and would result in immediate taxation to Participants of their vested Plan benefits, or (b) a determination by the Company that a final decision of a court of competent jurisdiction has declared that the Participants under the Plan are in constructive receipt under the Internal Revenue Code of their vested Plan benefits.

 

7.3           Payments Upon Automatic Termination. Upon any Plan termination under Section 7.2, the Participants will be deemed to have terminated their enrollment under the Plan as of the date of such termination. The Employer will pay all Participants the value of each Participant’s Deferral Accounts in a lump sum, determined as if each Participant had a Termination of Employment on the date of such termination of the Plan as provided under Section 5.2(a) hereof.

 

7.4           Payments Upon Change of Control. Notwithstanding any provision of this Plan to the contrary, if a “Change of Control” as defined in the Target Corporation Deferred Compensation Trust Agreement (as it may be amended from time to time) occurs and results in funding of the trust established under that Agreement, each Participant (or Beneficiary of a deceased Participant) will be paid the entire value at that time of his or her Deferral Accounts in a lump sum, determined as provided in Appendix B of the Target Corporation Deferred Compensation Trust Agreement. However, this section shall not apply, and no amounts shall be payable to Participants or Beneficiaries under this section, in the event the assets of said trust are returned to the Participating Employers pursuant to the Trust Agreement because no Change of Control actually occurred.

 

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This excerpt taken from the TGT 10-K filed Mar 15, 2007.

AMENDMENT AND TERMINATION OF PLAN

 

Sec  8.1              Amendment. The Board may at any time amend the Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate the Plan for future deferrals; provided, however, that no amendment shall be effective to decrease the benefits, nature or timing thereof payable under the Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment. Written notice of any amendment shall be given to each Participant then participating in the Plan. Notwithstanding the above, the Board authorizes the Committee to amend the Plan to make changes to the Crediting Rate Alternatives by either adding any new or deleting any existing Crediting Rate Alternative, and to impose limitations on selection of or deferral into any Crediting Rate Alternative by the action of the Committee. Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.

 

Sec  8.2              Automatic Termination of Plan. The Plan shall terminate only under the following circumstances. The Plan shall automatically terminate upon a determination by the Company that a final decision of a court of competent jurisdiction has declared that the Participants under the Plan are in constructive receipt under the Internal Revenue Code of their vested Plan benefits.

 

Sec  8.3              Payments Upon Automatic Termination. Upon any Plan termination under Sec. 8.2, the Participants will be deemed to have terminated their enrollment under the Plan as of the date of such termination. The Company will pay all Participants the value of each Participant’s Deferral Accounts in a lump sum, determined as if each Participant had a Termination of Employment on the date of such termination of the Plan and elected to be paid as soon as possible following Termination of Employment.

 

Sec  8.4              Payments Upon Change of Control. Notwithstanding any provision of this Plan to the contrary, if a “Change of Control” as defined in the Target Corporation Deferred Compensation Trust Agreement (as it may be amended from time to time) occurs and results in funding of the trust established under that Agreement, each Participant (or Beneficiary of a deceased Participant) will be paid the entire value of his or her Deferral Accounts in a lump sum, determined as if the Participant’s Retirement had occurred on the date the Change of Control occurs, and the Participant had elected to be paid his or her entire benefit in a lump sum as soon as possible following Retirement. However, this section shall not apply, and no amounts shall be payable to Participants or Beneficiaries under this section, in the event the assets of said trust are returned to the Participating Employers pursuant to the Trust Agreement because no Change of Control actually occurred.

 

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