This excerpt taken from the TGT 8-K filed Jan 13, 2006.
Item 1.01 Entry into a Material Definitive Agreement
On January 11, 2006, the independent members of the Board of Directors of Target Corporation approved criteria for performance share unit awards granted to executives on January 11, 2006 pursuant to Targets Long-Term Incentive Plan. Performance share units represent the right to receive shares of Targets common stock upon the attainment of certain performance goals. Fifty percent of the shares that can potentially be earned, if any are earned, will be based on Targets compound annual revenue growth and fifty percent will be based on Targets compound annual earnings per share growth, each for a performance period ending with Targets 2008 fiscal year. Fiscal 2005 will serve as the baseline performance measurement year.
The independent members of the Board of Directors also approved an increase of $100,000, or 6.67%, in base salary for Robert J. Ulrich, Targets Chairman and CEO, to $1.6 million per year effective February 1, 2006. Mr. Ulrichs base salary has not been increased since 2003.
In addition, the Compensation Committee of the Board of Directors approved amendments to Targets SMG Executive Deferred Compensation Plan whereby the executive survivor benefit was eliminated for certain executive officers. The executive survivor benefit provided a 100% joint and survivor annuity to participants in the event of the participants death during retirement. The annuity was based on the participants benefit level under Targets qualified pension plans, without regard to the compensation limits under such plans. In 2002, Target converted the executive survivor benefit for executive officers to a credit to participants deferred compensation accounts equal to the actuarial lump sum amount of the executive survivor benefit, and has been adjusting this amount annually since that conversion.
In exchange for the termination of this benefit, Target provided the affected executive officers with a credit to their deferred compensation accounts in an amount equal to the excess of the estimated actuarial present value of the executive survivor benefit over previous years credits to participants deferred compensation accounts. This additional credit, together with previous years credits, will be fully vested. The amount provided to each affected executive officer who was a named executive officer (in its most recent proxy statement) was as follows:
Target eliminated the executive survivor benefit for current employee-participants other than executive officers during its fiscal quarter ended October 29, 2005, on terms comparable to those provided to the affected executive officers. The text of the amendment to the SMG Executive Deferred Compensation Plan will be filed with Targets Form 10-K for the year ended January 28, 2006.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.