TGT » Topics » Item 1.01 Entry into a Material Definitive Agreement

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 Target’s Long-Term Incentive Plan.  Performance share units represent the right to receive shares of Target’s 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 Target’s compound annual revenue growth and fifty percent will be based on Target’s compound annual earnings per share growth, each for a performance period ending with Target’s 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, Target’s Chairman and CEO, to $1.6 million per year effective February 1, 2006.  Mr. Ulrich’s base salary has not been increased since 2003.

 

In addition, the Compensation Committee of the Board of Directors approved amendments to Target’s 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 participant’s death during retirement.  The annuity was based on the participant’s benefit level under Target’s 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:

 

Robert J. Ulrich

 

$

676,314

 

 

 

 

 

Gregg W. Steinhafel

 

$

713,913

 

 

 

 

 

Douglas A. Scovanner

 

$

298,544

 

 

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 Target’s Form 10-K for the year ended January 28, 2006.

 

SIGNATURE

 

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.

 

 

TARGET CORPORATION

 

 

 

 

Date: January 13, 2006

/s/ Douglas A. Scovanner

 

 

Douglas A. Scovanner

 

Executive Vice President and Chief Financial Officer

 


This excerpt taken from the TGT 8-K filed Jun 13, 2005.

Item 1.01       Entry into a Material Definitive Agreement

 

On June 9, 2005, Target Corporation (the “Corporation”) entered into a Five-Year Credit Agreement with Bank of America, N.A. as Administrative Agent and one of several lending banks, for a $1.6 billion unsecured revolving credit facility.  The new facility will expire in June 2010, and replaces Target’s existing $800 million 364-Day Credit Agreement and $800 million Five-Year Credit Agreement.  Borrowings under the new facility bear interest at the rates specified in the agreement, and the agreement contains one financial covenant (leverage ratio).  A copy of the agreement will be filed as an Exhibit to Target’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2005.

 

 

SIGNATURE

 

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.

 

 

 

TARGET CORPORATION

 

 

 

 

 

 

 

Date:  June 13, 2005

/s/ Douglas A. Scovanner

 

 

Douglas A. Scovanner

 

 

Executive Vice President and Chief Financial

 

 

Officer

 

 

2


This excerpt taken from the TGT 8-K filed Mar 15, 2005.

Item 1.01            Entry into a Material Definitive Agreement

 

On March 9, 2005, the Compensation Committee of the Board of Directors (the “Committee”) of Target Corporation (“Target”) approved the following performance

 

 


 

measures for purposes of determining potential cash bonus payments to its named executive officers pursuant to Target’s Executive Short-Term Incentive Plan (“STIP”) for fiscal 2005: earnings before interest and taxes (“EBIT”) and economic value added (“EVA”).  For executives other than the CEO, the STIP provides for cash payments to be made based upon each participant’s personal score and Target’s achievement of performance goals for the fiscal year, and payments are based upon a percentage of the midpoint of each participant’s salary range.  The CEO’s bonus under the STIP will be determined by Target’s achievement of performance goals, and payment is based on a percentage of base salary.  The CEO’s personal score bonus is determined at the discretion of the independent members of the Board of Directors.  The incentive payout for named executive officers attributable to Target’s financial performance will be based upon equal weightings of EBIT goals and EVA goals.  All payments under the STIP are subject to the limitations provided in the STIP.

 

This excerpt taken from the TGT 8-K filed Jan 19, 2005.

Item 1.01       Entry into a Material Definitive Agreement

 

On January 12, 2004, the Compensation Committee of the Board of Directors for Target Corporation (the "Company") approved criteria for performance shares awarded to executives on that same date pursuant to the Company's Long-Term Incentive Plan. Performance shares represent shares of the Company's common stock issuable to recipients of performance share awards upon the attainment of certain performance goals. Fifty percent of the shares ultimately earned, if any are earned, will be based on the Company's compound annual revenue growth and fifty percent will be based on the Company's compound annual earnings per share growth, each for a three year performance period beginning at the start of the Company's 2005 fiscal year. Fiscal 2004 will serve as the baseline performance measurement year.

 

SIGNATURES

 

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 hereunto duly authorized.

 

 

TARGET CORPORATION

 

 

Date:  January 19, 2005

/s/ Timothy R. Baer

 

Timothy R. Baer

 

Senior Vice President, General Counsel and Corporate
Secretary

 


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