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This excerpt taken from the TGT DEF 14A filed Apr 10, 2006. Change-in-Control Provisions Our long-term incentive plans and employee benefit plans generally provide for vesting of benefits upon a “change-in-control” of Target, as defined in each applicable plan. The income continuation policies provide that an executive who terminates employment or whose employment is terminated within two years of a change-in-control will be paid the present value of payments owed under these policies immediately after termination. Performance share awards provide for pro rata payouts of outstanding awards 10 days after a change-in-control. Stock options issued prior to May 19, 2004 become immediately exercisable upon a change-in-control. Stock options issued after May 19, 2004 generally provide for accelerated vesting only if an executive’s employment is terminated under specified qualifying circumstances within two years following a change-in-control. |
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