Exhibit
(10)A


 


TARGET CORPORATION


 


EXECUTIVE EXCESS LONG TERM DISABILITY PLAN


 


As restated effective


January 1, 2010


 

















 


TARGET CORPORATION


 


EXECUTIVE EXCESS LONG TERM DISABILITY PLAN


 


ARTICLE I


 


GENERAL


 


Sec. 1.1  Name of Plan. The name of the benefit
plan set forth herein is “Target Corporation Executive Excess Long Term
Disability Plan (the “Plan”).


 


Sec. 1.2  Purpose. The Plan has been established
by the Target Corporation (the “Company”) to provide long term disability
income that the Target Corporation Long Term Disability Plan, the Mervyn’s
Disability Plus Plan, the AMC Long Term Disability Plan and/or the RTC Long
Term Disability Plan, as in effect from time to time, (the “TGT LTD Plans”),
cannot provide to certain Participants in such plan(s) because of the
limitations imposed by the Internal Revenue Code of 1986, as amended, (“Code”)
relative to compensation above a certain maximum in connection with computing
long term disability benefits under qualified plans. This Plan will apply to
all compensation in excess of the amount included in the TGT LTD Plans up to a
cap of one million dollars. This cap may be changed by action of the Plan
Administrative Committee for the Non-Qualified Plans (“PAC”) at any time. The
Plan is intended to be a “top hat plan” as defined in Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended from time to time, (“ERISA”) and shall be interpreted and administered
accordingly.


 


Sec. 1.3  Qualified Plans. The TGT LTD Plans are
sometimes referred to herein as the “Qualified Plans”.


 


Sec. 1.4  Participation. An employee of the
Company or a subsidiary of the Company who is a member of a select group of
management and a highly compensated employee of the 


 


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Company, or a subsidiary of
the Company, becomes and remains a Participant in this Plan only if he is a
Participant in one of the TGT LTD Plans and has compensation in excess of the
Code limits for qualified earnings under a qualified long term disability plan.


 


Sec. 1.5  Miscellaneous. The terms in this Plan
shall have the same meaning as those used in the Qualified Plans unless the
context clearly indicates the contrary.


 


ARTICLE II


 


EXCESS
LONG TERM BENEFITS


 


Sec. 2.1  Amount of Excess Long Term Disability.
Each Participant in this Plan shall be entitled to excess long term disability
payments in the amount of 60% of the Participant’s Compensation in excess of
the maximum amount of compensation eligible for the TGT LTD Plans, provided,
however, that each Participant’s Compensation shall be capped at $1 million for
this purpose.  Compensation, for purposes
of this Plan, means the Participant’s base salary, plus the average of the
latest three years’ bonuses, as determined at the time the disability event
occurred.


 


Sec. 2.2  Payments of Excess Long Term Disability.
Payments of excess long term disability benefits shall be made in accordance
with procedures established by the PAC or its designee.


 


ARTICLE III


 


MISCELLANEOUS


 


Sec. 3.1  Unfunded. This Plan shall be unfunded.
No person entitled to a benefit under this Plan shall, by virtue of this Plan,
have any interest in any specific asset or assets of the Company.  Such persons have only an unsecured contract
right to receive payments in accordance with this Plan.


 


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Sec. 3.2  Benefits May Not Be Assigned or
Alienated. Except as required by law, the interests of persons entitled to
benefits under this Plan may not in any manner whatsoever be assigned or
alienated, whether voluntarily or involuntarily, or directly or indirectly.


 


Sec. 3.3  Not Employment Agreement. This Plan is
not an employment agreement and does not assure the continued employment of any
employee or Participant for any time or period.


 


Sec. 3.4  Administration. The PAC or its
designee shall control and manage the operations and administration of this
Plan and make all decisions and determinations incident thereto.


 


Sec. 3.5  Claims Procedure. If you believe that
the Company’s determination is incorrect in any way, you must file a written
claim with the PAC. The PAC ordinarily will respond to the claim within 90 days
of the date on which it is received. However, if special circumstances require
an extension of the period of time for processing a claim, the 90 day period
can be extended for an additional 90 days by giving you written notice of the
extension and the reason that the extension is necessary. In no event will the
PAC determine a Participant to be eligible under this Plan if they are not
eligible and participating under the TGT LTD Plans.


 


If the claim for a benefit
is approved, you will receive written notice of the amount of your benefit and
the date on which payments will begin. If your claim is denied in whole or in
part, you will be told in writing the specific reasons for the decision and
will receive an explanation of the procedures for reviewing the decision.


 


If you do not agree with the
decision, you can request that the PAC reconsider its decision by filing a
written request for review within 60 days after receiving notice that the claim
has been denied. You or your representative can also present written statements
which explain 


 


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why you believe that the
benefit claimed should be paid and may review all pertinent plan documents.


 


Generally, the decision will
be reviewed within 60 days after the PAC receives a request for
reconsideration. However, if special circumstances require a delay, the review
may take up to 120 days. (If a decision cannot be made within the 60-day
period, you will be notified of this fact in writing.) You will receive a
written notice of the decision which will explain the reasons for the decision
by making specific reference to the Plan provisions on which the decision is
based.


 


ARTICLE IV


 


AMENDMENT,
TERMINATION AND APPLICABLE LAW


 


Sec. 4.1  Amendment and Termination. This Plan
may be amended or terminated at any time by action of the Board of Directors of
the Company, the PAC or the Chief Executive Officer of the Company.


 


Sec. 4.2  Applicable Law. The provisions of this
Plan shall be construed and enforced according to the laws of the State of
Minnesota to the extent that such laws are not preempted by the laws of the
United States of America. All controversies, disputes, and claims arising
hereunder shall be submitted to the United States District Court for the
District of Minnesota.


 


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