The discount retail chain's merchandising strategy is far more brilliant than most people realize. After an incredible year of growth during the pandemic, Target is doubling down on what's been working. How we shop, what we buy, and even what we think about brands has shifted significantly this year, and some companies were better-prepared for the changes than others. Two days of problems at the registers seriously irked its customers -- but at least they weren't the result of a hack.

The cutting-edge technology of yesterday is now available to mom-and-pop shops, and the big guys will have to step up their game to stand out. Management is putting the company's billions in annual cash flow to use, and investors are cheering some of the best results in over a decade. An impressive third-quarter report put the retailer on track for a dramatic end to its fiscal The retail stock gained ground in April, but the market didn't seem to be impressed by its explosive digital sales growth.

The retailer warned that profitability will take a hit in the first quarter due to the COVID pandemic. The retail titan crushed Wall Street's bottom-line expectations in last month's second-quarter report. Powered by. Investing Best Accounts. Stock Market Basics. Stock Market. Industries to Invest In. Getting Started. Planning for Retirement. Retired: What Now? Personal Finance. An Award of Stock Appreciation Rights shall be subject to such terms and conditions determined by the Committee, to receive upon exercise of the Stock Appreciation Right all or a portion of the excess of i the Fair Market Value of a specified number of Shares as of the date of exercise of the Stock Appreciation Right over ii a specified exercise price that shall not be less than the Fair Market Value of such Shares on the Grant Date of the Stock Appreciation Right, except in the case of Substitute Awards.

Each Stock Appreciation Right may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement. No Stock Appreciation Right shall be exercisable at any time after its scheduled expiration, which shall be set in a manner consistent with Section 5 b. When a Stock Appreciation Right is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a Stock Appreciation Right, payment to the Participant shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee.

Restricted Stock Awards.

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The Committee may provide whether any consideration other than Services must be received by the Company or any Subsidiary as a condition precedent to the grant of a Restricted Stock Award. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to transfer restrictions and accompanied by a similar legend.

Upon the vesting of Shares of Restricted Stock and the corresponding lapse of the restrictions and forfeiture conditions, the corresponding transfer restrictions and restrictive legend will be removed from the book-entry evidencing such Shares or the certificate evidencing such Shares, and such certificate shall be delivered to the Participant. Such vested Shares may, however, remain subject to additional restrictions as provided in Section 17 c.

Except as otherwise provided in this Plan, including Section 5 h , and the applicable Agreement, a Participant with a Restricted Stock Award shall have all the other. Restricted Stock Unit Awards. A Restricted Stock Unit Award shall be subject to vesting conditions, and the corresponding lapse or waiver of forfeiture conditions and other restrictions, based on such factors and occurring over such restriction period as the Committee may determine in its discretion.

The Committee may provide whether any consideration other than Services must be received by the Company or any Subsidiary as a condition precedent to the settlement of a Restricted Stock Unit Award.

Target Corporation

Following the vesting of a Restricted Stock Unit Award, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares which may themselves be considered Restricted Stock under the Plan subject to restrictions on transfer and forfeiture conditions or a combination of cash and Shares as determined by the Committee.

If the Restricted Stock Unit Award is not by its terms exempt from the requirements of Code Section A, then the applicable Agreement shall contain terms and conditions necessary to avoid adverse tax consequences specified in Code Section A. Performance Awards. The Committee may provide whether any consideration other than Services must be received by the Company or any Subsidiary as a condition precedent to the settlement of a Performance Award. Following the vesting of a Performance Award, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares which may themselves be considered Restricted Stock or Restricted Stock Units under the Plan subject to restrictions on transfer and forfeiture conditions or a combination of cash and Shares as determined by the Committee.

If the Performance Award is not by its terms exempt from the requirements of Code Section A, then the applicable Agreement shall contain terms and conditions necessary to avoid adverse tax consequences specified in Code Section A. In the event of any equity restructuring within the meaning of FASB ASC Topic — Stock Compensation other than: 1 any distribution of securities or other property by the Company to shareholders in a spin-off or split-up that does not qualify as a tax-free spin-off or split-up under Section of the Code or any successor provision of the Code ; or 2 any cash dividend including extraordinary cash dividends , appropriate adjustments in the number of Shares available for grant, in the maximum Award limitations under the Plan, and in any outstanding Awards, including adjustments in the size of the Award and in the exercise price per share of Options and Stock Appreciation Rights, shall be made by the Committee to give effect to such equity restructuring to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

No such adjustment shall be required to reflect the events described in clauses 1 and 2 above, or any other change in capitalization that does not constitute an equity restructuring, however such adjustment may be made: x if necessary to comply with Code Section A, the adjustment qualifies as a substitution or assumption under Treasury Regulation Section 1. Unless otherwise provided in an applicable Agreement, the following provisions shall apply to outstanding Awards in the event of a Change in Control.

Nothing in this Section 11 b shall limit the provisions of Section 11 c :. The numerator of such fraction with respect to an Award shall be the number of months that have elapsed between the beginning of the vesting period or, if applicable, the date on which the last tranche of Shares or units subject to the Award vested in the applicable vesting period prior to the termination of employment after the Change in Control and the denominator shall be the number of months in such vesting period or, if applicable, the portion of the vesting period between the date on which the last tranche of Shares or units subject to the Award vested and the date on which the next tranche of Shares or units will vest.

Distribution of any Shares not previously distributed shall be made in accordance with the timing provided in the applicable Agreement or a related deferral election. The numerator of such fraction with respect to a Performance Award shall be the number of months that have elapsed between the beginning of the original performance period or, if applicable, the date on which the last tranche of Shares or units subject to the Award vested in the applicable performance period prior to the termination of employment after the Change in Control and the denominator shall be the number of months in such original performance period or, if applicable, the portion of the performance period between the date on which the last tranche of Shares or units subject to the Award vested and the date on which the next tranche of Shares or units will vest.

Distribution of any Shares not previously distributed and any amount deemed earned shall be made in accordance with the timing provided in the applicable Agreement or a related deferral election. In the case of a proposed Fundamental Change, the Committee may, but shall not be obligated to:. In the event of a declaration pursuant to this Section 11 c 2 , each Option and Stock Appreciation Right, to the extent that it has not been exercised prior to the Fundamental Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the declaration.

Notwithstanding the foregoing, the holder of an Award shall not be entitled to the payment provided for in this Section 11 c 2 if the Award shall have expired or been forfeited. Under this Section 11 d the payments and distributions under this Plan shall be reduced but not below zero so that the present value of such payments and. If the Auditor determines that this Section 11 d is applicable to a Participant, it shall so advise the Committee in writing.

The Committee shall then promptly give the Participant notice to that effect together with a copy of the detailed calculation supporting such determination which shall include a statement of the Reduced Amount. Such notice shall also include a description of which and how much of the Awards shall be eliminated or reduced as long as their aggregate present value equals the Reduced Amount.

For purposes of this Section 11 d , Awards shall be reduced in the following order: 1 Options with an exercise price above the then Fair Market Value of a share of Common Stock that have a positive value for purposes of Section G of the Code, as determined under applicable IRS guidance; 2 pro rata among Awards that constitute deferred compensation subject to Code Section A; and 3 if a further reduction is necessary to reach the Reduced Amount, among the Awards that are not subject to Code Section A.

Present value shall be determined in accordance with Code Section G. All the foregoing determinations made by the Auditor under this Section 11 d shall be made as promptly as practicable after it is determined that excess parachute payments as defined in Section G of the Code will be made to the Participant if an elimination or reduction is not made. As promptly as practicable, the Company shall provide to or for the benefit of the Participant such amounts and shares as are then due to the Participant under this Plan and shall promptly provide to or for the benefit of the Participant in the future such amounts and shares as become due to the Participant under this Plan.

In the event that the Auditor, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Auditor believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Participant which the Participant shall repay together with interest at the applicable Federal rate provided for in Section f 2 of the Code; provided, however, that no amount shall be payable by the Participant if and to the extent such payment would not reduce the amount which is subject to the excise tax under Section of the Code.

In the event that the Auditor, based upon controlling precedent, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid to or for the benefit of the Participant together with interest at the applicable Federal rate provided for in Section f 2 A of the Code. In making its determination under this Section 11 d , the value of any non-cash benefit shall be determined by the Auditor in accordance with the principles of Section G d 3 of the Code. All determinations made by the Auditor under this Section 11 d shall be binding upon the Company, the Committee and the Participant.

Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally.

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Tax Withholding. The Company or any Subsidiary, as applicable, shall have the right to i withhold from any cash payment made under the Plan or any other compensation or payments owed to a Participant an amount sufficient to cover any required withholding taxes including income taxes, social insurance contributions, payments on account or any other taxes or charges owed by Participant related to the grant, vesting, exercise or settlement of an Award, and ii require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes as described above before actual receipt of those Shares.

If the shareholders fail to approve the Plan within 12 months of its adoption by the Board, any Awards already made will be null and void and no additional Awards shall be made. Awards made before the Termination Date may be exercised, vested or otherwise effectuated beyond the Termination Date unless limited in the Agreement or otherwise. The Board may at any time terminate, suspend or amend the Plan.

The Company shall submit any amendment of the Plan to its shareholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed.

Overall Benefits and Compensations

No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant's consent, unless such action is necessary to comply with applicable law or stock exchange rules. Subject to Section 14 e , the Committee may unilaterally amend the terms of any Agreement previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without the Participant's consent, unless such amendment is necessary to comply with applicable law or stock exchange rules.

Except as provided in Section 11 a , no Option or Stock Appreciation Right granted under the Plan may be amended to decrease the exercise price thereof, be. Substitute Awards. The Committee may also grant Awards under the Plan in substitution for, or in connection with the assumption of, existing awards granted or issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a transaction involving a merger, consolidation, acquisition of property or stock, separation, corporate reorganization or liquidation to which the Company or a Subsidiary is a party.

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The terms and conditions of the Substitute Awards may vary from the terms and conditions set forth in the Plan to the extent that the Board at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted. Performance-Based Compensation. If an Award is subject to this Section 16, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement over the applicable performance period of one or more performance goals based on one or more of the performance measures specified in Section 16 d.

The Committee will select the applicable performance measure s and specify the performance goal s based on those performance measures for any performance period, specify in terms of an objective formula or standard the method for calculating the amount payable to a Participant if the performance goal s are satisfied, and certify the degree to which applicable performance goals have been satisfied and any amount payable in connection with an Award subject to this Section 16, all within the time periods prescribed by and consistent with the other requirements of Code Section m.

The Committee may adjust downward, but not upward, any amount determined to be otherwise payable in connection with such an Award. For purposes of any Full Value Award considered Performance-Based Compensation subject to this Section 16, the performance measures to be utilized shall be limited to one or a combination of two or more of the following performance criteria: net sales; comparable store sales; total revenue; gross margin rate; selling, general and administrative expense rate; earnings before interest, taxes, depreciation and amortization; earnings before interest and taxes; earnings before taxes; net earnings; earnings per share; Target Corporation share price; total shareholder return; return on equity; return on sales; return on assets; return on invested capital; cash flow return on investment; economic value added; profitability; pre-tax return on invested capital; credit card spread to LIBOR; operating cash flow; free cash flow; working capital; interest coverage; net debt to earnings before interest, taxes, depreciation, amortization and rent expense ratio; debt leverage; and total net debt.

Target (TGT) Stock Price, News & Info | The Motley Fool

Any performance goal based on one of the foregoing performance measures utilized may be expressed in absolute amounts, on a per share basis, as a growth rate or change from preceding periods, or as a comparison to the performance of specified companies or other external measures, and may relate to one or any combination of corporate, group, unit, division, Subsidiary or individual performance.

Other Provisions. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. To the extent any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured general creditor of the Company. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other person participating including participation pursuant to a delegation of authority under Section 3 d of the Plan in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan.