Exhibit (10)C
TARGET CORPORATION
DIRECTOR DEFERRED COMPENSATION PLAN
(As amended and restated on September 12, 2007)
ARTICLE I
GENERAL
SEC
1.1
NAME OF PLAN.
THE NAME OF THE PLAN SET FORTH HEREIN IS THE
TARGET CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN.
IT IS REFERRED TO
HEREIN AS THE "PLAN."
SEC
1.2
PURPOSE.
THE PURPOSE OF THE PLAN IS TO PROVIDE A MEANS
WHEREBY TARGET CORPORATION (THE "COMPANY") MAY ALLOW CERTAIN DIRECTORS A WAY TO
DEFER COMPENSATION.
SEC
1.3
EFFECTIVE DATE.
THE EFFECTIVE DATE OF THE PLAN IS JANUARY 1,
1997.
SEC
1.4
COMPANY.
"COMPANY" MEANS ALL OF THE FOLLOWING:
(A)
TARGET CORPORATION, A MINNESOTA CORPORATION.
(B)
ANY SUCCESSOR OF TARGET CORPORATION (WHETHER
DIRECT OR INDIRECT, BY PURCHASE OF A MAJORITY OF THE OUTSTANDING VOTING STOCK OF
TARGET CORPORATION OR ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF TARGET
CORPORATION, OR BY MERGER, CONSOLIDATION OR OTHERWISE).
(C)
ANY PERSON THAT BECOMES LIABLE FOR THE
OBLIGATIONS HEREUNDER OF THE ENTITIES SPECIFIED IN (A) AND (B) ABOVE BY
OPERATION OF LAW.
SEC
1.5
PARTICIPATING EMPLOYERS.
THE COMPANY IS A PARTICIPATING
EMPLOYER IN THE PLAN.
WITH THE CONSENT OF THE COMPANY, BY ACTION OF THE BOARD
OR ANY DULY AUTHORIZED OFFICER, ANY WHOLLY-OWNED SUBSIDIARY OF THE COMPANY MAY,
BY ACTION OF ITS BOARD OF DIRECTORS OR ANY DULY AUTHORIZED OFFICER, ALSO BECOME
A PARTICIPATING EMPLOYER IN THE PLAN EFFECTIVE AS OF THE DATE SPECIFIED BY IT IN
ITS ADOPTION OF THE PLAN; BUT THE SUBSIDIARY SHALL CEASE TO BE A PARTICIPATING
EMPLOYER ON THE DATE IT CEASES TO BE A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY.
SEC
1.6
CONSTRUCTION AND APPLICABLE LAW.
THE PLAN IS INTENDED TO BE
AN UNFUNDED BENEFIT PLAN MAINTAINED FOR THE PURPOSE OF PROVIDING DEFERRED
COMPENSATION FOR CERTAIN DIRECTORS.
THE PLAN SHALL BE CONSTRUED AND
ADMINISTERED ACCORDING TO THE LAWS OF THE STATE OF MINNESOTA.
ALL
CONTROVERSIES, DISPUTES AND CLAIMS ARISING HEREUNDER SHALL BE SUBMITTED TO THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA.
SEC
1.7
RULES OF CONSTRUCTION.
THE PLAN SHALL BE CONSTRUED IN
ACCORDANCE WITH THE FOLLOWING:
(A)
HEADINGS AT THE BEGINNING OF ARTICLES AND
SECTIONS HEREOF ARE FOR CONVENIENCE OF REFERENCE, SHALL NOT BE CONSIDERED AS
PART OF THE TEXT OF THE PLAN AND SHALL NOT INFLUENCE ITS CONSTRUCTION.
(B)
CAPITALIZED TERMS USED IN THE PLAN SHALL
HAVE THEIR MEANING AS DEFINED IN THE PLAN UNLESS THE CONTEXT CLEARLY INDICATES
TO THE CONTRARY.
(C)
ALL PRONOUNS AND ANY VARIATIONS THEREOF
SHALL BE DEEMED TO REFER TO THE MASCULINE OR FEMININE AS THE IDENTITY OF THE
PERSON OR PERSONS MAY REQUIRE.
AS THE CONTEXT MAY REQUIRE, THE SINGULAR MAY BE
READ AS THE PLURAL AND THE PLURAL AS THE SINGULAR.
(D)
USE OF THE WORDS "HEREOF," "HEREIN,"
"HEREUNDER" OR SIMILAR COMPOUNDS OF THE WORD "HERE" SHALL MEAN AND REFER TO THE
ENTIRE PLAN UNLESS THE CONTEXT CLEARLY INDICATES TO THE CONTRARY.
(E)
THE PROVISIONS OF THE PLAN SHALL BE
CONSTRUED AS A WHOLE IN SUCH MANNER AS TO CARRY OUT THE PROVISIONS THEREOF AND
SHALL NOT BE