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SEC Filings

DEF 14A
TARGET CORP filed this Form DEF 14A on 04/29/2013
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Table of Contents

Involuntary Termination

If the NEO was involuntarily terminated for cause, he or she would not be eligible for any of the Post-Termination Benefits described in this section, however, the NEO would receive the ODCP benefit described in the Voluntary Termination section above.

If a NEO is involuntarily terminated for reasons other than for cause, the potential Post-Termination Benefits consist of:

    Severance payments under our ICP;

    The right to continued above-market interest under the ODCP; and

    Accelerated vesting of 50% of RSU awards.

Our ICP provides for continuation of annual cash compensation (salary and average of three most recent Bonuses and Non-Equity Incentive Plan payments) over a period ranging from 12 to 24 months, paid in equal monthly installments. Each of the NEOs is eligible for 24 months of income continuation under the ICP. Payments under the ICP are conditioned on the executive officer releasing any claims against us, a non-solicitation covenant and are subject to reduction if the executive officer becomes employed by specified competitors.

The right to continued above-market interest under the ODCP is the same as for a voluntary termination.

The accelerated vesting provisions of RSU awards, restricted stock awards and stock options are set forth in the notes under the Outstanding Equity Awards at 2012 Fiscal Year-End table.

 
  Mr. Steinhafel   Mr. Mulligan   Ms. Tesija   Mr. Jones   Ms. Schiel

ICP Payments (Severance)

  $11,004,000   $1,883,680   $4,074,020   $1,300,000   $2,469,272

ODCP: Present Value of Above Market Interest(1)

  $9,262,907   N/A   N/A   N/A   N/A

RSU Vesting(2)

  $6,348,471   $1,049,609   $1,926,928   $1,566,602   $1,178,208

(1)
See Note 1 in the Voluntary Termination discussion above.

(2)
Amounts determined by multiplying the number of shares for which vesting is accelerated by our closing stock price on February 1, 2013 ($61.15 per share).

Death

If a NEO dies while employed, the Post-Termination Benefits consist of:

    The right to continued above-market interest under the ODCP;

    Accelerated vesting of stock options and RSUs; and

    Life insurance proceeds equal to three times the sum of the prior year's annual base salary, plus the most recent Bonus and Non-Equity Incentive Plan payments, up to a maximum of $3 million.

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