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These excerpts taken from the TGT 10-K filed Mar 13, 2009. Section 2. Payments to Plan Participants and Their Beneficiaries.
(a)
(1) As soon as reasonably possible after a Change of Control occurs that results in funding of the Trust under Section 1(f) (provided that the funding has not been returned to the Employers pursuant to Section 4), Company’s Director of Executive Compensation (or his or her successor) shall deliver to Trustee a Payment Schedule showing the amount payable to each Plan participant or beneficiary under each Plan.
(i) The Payment Schedule will provide the amount payable, determined as of the date of the Change of Control, as well as the method and rate to credit earnings on such amounts, if any, until amounts are paid to the Plan participant, and the date on which the amounts are payable.
(ii) The Payment Schedule shall, with respect to any amounts subject to Internal Revenue Code section 409A, only provide for payments under an allowable distribution event under Code section 409A. The Payment Schedule shall reflect the time and form of distribution as provided under the respective Plan.
(2) Except as otherwise provided in subsection (c), Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule, and may rely conclusively on such Payment Schedule in making payments.
(3) Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Employers. Trustee may rely on instructions from Company as to any required withholding and shall be fully protected hereunder in relying on such instructions. For purposes of the preceding sentence, a failure by Company to provide any instructions as to required withholding may be deemed by Trustee to be an instruction by Company that no withholding is required.
(b) Prior to a Change of Control described in subsection (a), the entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. Company shall make (or cause other Employers to make) payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans,
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and Trustee shall have no obligation to make such payments prior to such Change of Control.
(c) In the event of a dispute over a payment under subsection (a) following a Change of Control, a participant or beneficiary who claims to be entitled to a larger payment from the Plans than shown in the Payment Schedule may submit a written claim for payment to Trustee within 90 days from the date the payment was otherwise scheduled to be made. The claim shall be processed as follows:
(1) Trustee shall give notice of the claim to Company. If Trustee receives no notice of response from Company within 30 days after the date Company is given the notice of claim, Trustee shall pay the participant or beneficiary the amount claimed from the assets in the Trust held on behalf of such participant. If a notice of response is received within such 30 days, Trustee shall consider the claim, including Company’s response. If the merits of the claim depend on compensation, service or other data in the possession of Company and such information is not provided to Trustee by Company, Trustee may rely upon information provided by the participant or beneficiary.
(2) Trustee shall give notice to the participant or beneficiary and Company of its decision on the claim, which shall be made within any period applicable to the particular Plan. The participant or beneficiary shall then pursue the appeals procedure for the Plan, if any, if he or she wishes to contest Trustee’s decision. Either the participant or beneficiary (after any applicable claims procedure has been exhausted) or Company may challenge Trustee’s decision by filing suit in a court of competent jurisdiction. If no such suit is filed within 60 days after notice of Trustee’s decision (and exhaustion of any applicable appeals procedure provided for a Plan), the decision shall become final and binding on all parties. If the decision is to grant the claim, Trustee shall make payment to the participant or beneficiary of the appropriate amount; provided, however, that the amount of any distribution from the Trust shall not exceed the total amount of assets held in the Trust on behalf of such participant.
(3) Trustee may decline to decide a claim and may file suit to have the matter resolved by a court of competent jurisdiction. All of Trustee’s expenses in the court proceeding, including attorneys’ fees, shall be allowed as administrative expenses of the Trust.
(4) In the event of a dispute to be resolved under this subsection (c), Trustee may retain a third party to review the calculations and the payment amounts and advise Trustee as to the correct amount to be paid. All expenses of such a third party shall be allowed as administrative expenses of the Trust.
(d) If payment is made to a participant or beneficiary under this Section 2, the obligation of the Employers under the terms of the applicable Plan or Plans shall be extinguished to
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the extent of the amount paid. Trustee has no obligation to make payments to a participant or beneficiary from the Trust under this Section 2 except to the extent amounts have been contributed to the Trust with respect to such person.
Section 2. Payments to Plan Participants and Their
(a)
(1) As soon as
(i) The Payment Schedule will
(ii) The Payment Schedule shall, with
(2) Except as
(3) Trustee
(b) Prior to a
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and Trustee shall have no obligation to make such payments prior to
(c) In the event of
(1) Trustee
(2) Trustee
(3) Trustee may
(4) In the
(d) If payment is
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the extent of the amount paid.
This excerpt taken from the TGT 10-K filed Mar 15, 2007. Section 2. Payments to Plan Participants and Their Beneficiaries.
(a) As soon as reasonably possible after a Change of Control occurs that results in funding of the Trust under Section 1(f) (provided that the funding has not been returned to the Employers pursuant to Section 4), Company’s Director of Executive Compensation (or his or her successor) shall deliver to Trustee a Payment Schedule showing the amount payable to each Plan participant or beneficiary under each Plan. Except as otherwise provided in subsection (d), Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule, and may rely conclusively on such Payment Schedule in making payments. Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Employers. Trustee may rely on instructions from Company as to any required withholding and shall be fully protected hereunder in relying on such instructions. For purposes of the preceding sentence, a failure by Company to provide any instructions as to required withholding may be deemed by Trustee to be an instruction by Company that no withholding is required.
(b) Prior to a Change of Control described in subsection (a), the entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. Company shall make (or cause other Employers to make) payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans, and Trustee shall have no obligation to make such payments prior to such Change of Control.
(c) If a Change of Control occurs that results in funding of the Trust under Section 1(f), notwithstanding any provision of a Plan to the contrary, the entire benefit to which a Plan participant or beneficiary is entitled from the Trust shall be distributed in a lump sum as soon as administratively feasible following the date that amount is contributed to the Trust pursuant to Section 1(f). However, this subsection shall not apply if the funding is returned from the Trust to the Employers pursuant to Section 4.
(d) In the event of a dispute over a payment under subsection (a) following a Change of Control, a participant or beneficiary who claims to be entitled to a larger payment from the Plans than shown in the Payment Schedule may submit a written claim for payment to Trustee, which shall be processed as follows:
(1) Trustee shall give notice of the claim to Company. If Trustee receives no notice of response from Company within 30 days after the date Company is given the notice of claim, Trustee shall pay the participant or beneficiary the amount claimed from the assets in the Trust held on behalf of such participant. If a notice of response is received within such 30 days, Trustee shall consider the claim,
including Company’s response. If the merits of the claim depend on compensation, service or other data in the possession of Company and such information is not provided to Trustee by Company, Trustee may rely upon information provided by the participant or beneficiary.
(2) Trustee shall give notice to the participant or beneficiary and Company of its decision on the claim, which shall be made within any period applicable to the particular Plan. The participant or beneficiary shall then pursue the appeals procedure for the Plan, if any, if he or she wishes to contest Trustee’s decision. Either the participant or beneficiary (after any applicable claims procedure has been exhausted) or Company may challenge Trustee’s decision by filing suit in a court of competent jurisdiction. If no such suit is filed within 60 days after notice of Trustee’s decision (and exhaustion of any applicable appeals procedure provided for a Plan), the decision shall become final and binding on all parties. If the decision is to grant the claim, Trustee shall make payment to the participant or beneficiary of the appropriate amount; provided, however, that the amount of any distribution from the Trust shall not exceed the total amount of assets held in the Trust on behalf of such participant.
(3) Trustee may decline to decide a claim and may file suit to have the matter resolved by a court of competent jurisdiction. All of Trustee’s expenses in the court proceeding, including attorneys’ fees, shall be allowed as administrative expenses of the Trust.
(4) In the event of a dispute to be resolved under this subsection (d), Trustee may retain a third party to review the calculations and the payment amounts and advise Trustee as to the correct amount to be paid. All expenses of such a third party shall be allowed as administrative expenses of the Trust.
(e) If payment is made to a participant or beneficiary under this Section 2, the obligation of the Employers under the terms of the applicable Plan or Plans shall be extinguished to the extent of the amount paid. Trustee has no obligation to make payments to a participant or beneficiary from the Trust under this Section 2 except to the extent amounts have been contributed to the Trust with respect to such person.
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