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FILE NO. 333-_____
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JUNE 25, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
DAYTON HUDSON CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota 41-0215170
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
777 Nicollet Mall 55402-2055
Minneapolis, Minnesota (Zip Code)
(Address of Principal Executive Offices)
DAYTON HUDSON CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN
DAYTON HUDSON CORPORATION HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN
DAYTON HUDSON CORPORATION SMG EXECUTIVE DEFERRED COMPENSATION PLAN
DAYTON HUDSON CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN
(Full title of the plan)
JoAnn Bogdan, Controller
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, MN 55402
(Name and address of
agent for service)
(612) 370-6948
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price (2) fee
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Deferred
Compensation $52,000,000 100% $52,000,000 $15,758
Obligations (1)
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(cover page is continued on next page)
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(1) The Deferred Compensation Obligations are unsecured obligations of
Dayton Hudson Corporation to pay deferred compensation in the future in
accordance with the terms and conditions of the Dayton Hudson Corporation
Highly Compensated Capital Accumulation Plan, the Dayton Hudson Corporation
Executive Deferred Compensation Plan, the Dayton Hudson Corporation SMG
Executive Deferred Compensation Plan and the Dayton Hudson Corporation
Director Deferred Compensation Plan (the "Plans"). The Deferred Compensation
Obligations being registered represent the maximum amount of compensation
deferrals which, it is anticipated, may be made by participants in the Plans
during the approximate 24 month period following the initial offering date
under this Registration Statement.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees and directors as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dayton Hudson Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal
year ended February 1, 1997; and
(2) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 3, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date this Registration Statement is filed with the
Commission, and prior to the filing of a post-effective amendment which
indicates that all securities offered by this Registration Statement have
been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
prior statement. Any statement so modified or superseded shall not be
deemed,
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except as so modified or superseded, to constitute a part of this
Registration Statement, except as indicated herein.
Item 4. Description of Securities.
The Company maintains four deferred compensation plans for select groups
of management, highly compensated employees and directors: the Dayton Hudson
Corporation Highly Compensated Capital Accumulation Plan, effective January
1, 1989 (the "HCCA Plan," applicable to eligible highly compensated
employees), the Dayton Hudson Corporation SMG Executive Deferred Compensation
Plan, effective January 1, 1997 (the "SMG Plan," applicable to select groups
of management), the Dayton Hudson Corporation Executive Deferred
Compensation Plan, effective January 1, 1995 (the "Executive Plan,"
applicable to select groups of management), and the Dayton Hudson Corporation
Director Deferred Compensation Plan, effective January 1, 1997 (the "Director
Plan," applicable to certain directors of the Company, and, collectively with
the HCCA Plan, the SMG Plan and the Executive Plan, the "Deferred
Compensation Plans"). The following description of the Deferred Compensation
Plans is qualified by reference to the exhibits that are a part of this
Registration Statement. Capitalized terms used in this Registration
Statement and not otherwise defined herein are defined in the Deferred
Compensation Plans.
The Deferred Compensation Plans will provide a select group of
management, highly compensated employees and certain directors of the Company
and certain of its subsidiaries with the opportunity to elect to defer a
specified percentage of their future cash compensation. The Deferred
Compensation Obligations of the Company (the "Obligations") under the
Deferred Compensation Plans will be unsecured general obligations of the
Company to pay the compensation deferred in accordance with the terms of the
Deferred Compensation Plans, and will rank equally with other unsecured and
unsubordinated indebtedness of the Company outstanding from time to time,
payable from the general assets of the Company. Because the Company has
subsidiary companies, the right of the Company, and hence the right of
creditors of the Company (including participants in the Deferred Compensation
Plans), to participate in a distribution of the assets of a subsidiary upon
its liquidation or reorganization or otherwise, necessarily is subject to the
prior claims of creditors of the subsidiary, except to the extent that claims
of the Company itself as a creditor may be recognized.
The amount of compensation to be deferred by each participant (the
"Deferral Account") will be determined in accordance with the Deferred
Compensation Plans based on elections by the participant. Each Deferral
Account generally will be payable upon termination of employment or on a date
selected by the participant in accordance with the terms of the Deferred
Compensation Plans. The Deferral Account will be indexed to one or more
investment indices (which, among others, may include an index that tracks the
market performance of and dividends declared on the Company's Common Stock,
par value $.3333 per share) chosen by each participant from a list of such
investment indices. Each Deferral Account will be adjusted daily to reflect
the investment experience of the selected investment index or indices,
including any appreciation or depreciation, and then enhanced by the Company
at the rate of 0.1667% per month. The Obligations will be denominated and
payable in United States dollars. The Deferred Compensation Plans are
unfunded, and amounts credited to Deferral Accounts are part of the general
funds of the Company, are subject to all the risks of the Company's business,
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and may be deposited, invested or expended in any manner whatsoever by the
Company.
Benefits under the Deferred Compensation Plans are not subject to
assignment, transfer, pledge or other encumbrance or attachment other than by
operation of law. A participant may designate persons or entities to receive
any balance in his/her Deferral Account, payable in the event of death.
The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by the participant, at the
option of the Company, or through operation of a mandatory or optional
sinking fund or analogous provision, although the Obligations could be
redeemed in the case of termination of the Deferred Compensation Plans. The
Company reserves the right to amend or terminate the Deferred Compensation
Plans at any time, except that no such amendment or termination shall
adversely affect the right of a participant to the balance of his or her
Deferral Account as of the date of such amendment or termination. Generally,
the Obligations will be paid in cash upon the participants separation from
service with the Company or its affiliates except in the case of hardship.
The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Company. No
trustee has been appointed having the authority to take action with respect
to the Obligations, and each participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any request for consents, waivers or amendments pertaining to
the Obligations, enforcing covenants and taking action upon a default.
Item 5. Interests of Named Experts and Counsel.
The validity of the Obligations issuable under the Deferred Compensation
Plans has been passed upon for the Company by James T. Hale, Senior Vice
President, General Counsel and Secretary of the Company. Mr. Hale is an
eligible participant in the SMG Plan.
Item 6. Indemnification of Directors and Officers.
The Company is subject to Minnesota Statutes Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act"). Section 302A.521 of the
Corporation Act provides, in substance, that unless prohibited by its
articles of incorporation or bylaws, a corporation must indemnify an officer
or director who is made or threatened to be made party to a proceeding by
reason of his or her official capacity against judgments, penalties, fines,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the
person seeking indemnification, are (a) that such person has not been
indemnified by another organization for the same judgments, penalties, fines,
settlements and expenses; (b) that such person must have acted in good faith;
(c) that no improper personal benefit was obtained by such person and such
person satisfied certain statutory conflicts of interest provisions, if
applicable; (d) that in the case of a criminal proceeding, such person had no
reasonable cause to believe that the conduct was unlawful; and (e) that such
person must have acted in a manner they reasonably believed was in the best
interests of the corporation or, in certain limited circumstances, not
opposed
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to the best interests of the corporation. The determination as to
eligibility for indemnification is made by the members of the corporation's
board of directors or a committee of the board who are at the time not
parties to the proceedings under consideration, by special legal counsel, by
the shareholders who are not parties to the proceedings or by a court.
The Company also maintains a director and officer insurance policy which
insures the Company and its directors and officers against damages,
judgments, settlements and costs incurred by reason of certain acts of such
persons in their capacities as directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit Description
- ------- -------------------
5 Opinion of James T. Hale, Esq., Senior Vice President, General
Counsel and Secretary of Dayton Hudson Corporation.
10.1 Dayton Hudson Corporation Executive Deferred Compensation Plan.
10.2 Dayton Hudson Corporation Highly Compensated Capital Accumulation
Plan.
10.3 Dayton Hudson Corporation SMG Executive Deferred Compensation
Plan.
10.4 Dayton Hudson Corporation Director Deferred Compensation Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of James T. Hale, Esq. (included in Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided; however, that paragraphs (A)(1)(i) and (A)(1)(ii) will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
this 26th day of June, 1997.
DAYTON HUDSON CORPORATION
By______________________________________
Douglas A. Scovanner, Senior Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 26th day of June, 1997 by the
following persons in the capacities indicated:
_________________________________ Chairman of the Board and Chief Executive
Robert J. Ulrich Officer (Principal Executive Officer)
_________________________________ Senior Vice President and Chief Financial
Douglas A. Scovanner Officer (Principal Financial Officer)
_________________________________ Controller and Chief Accounting Officer
JoAnn Bogdan (Principal Accounting Officer)
LIVIO D. DeSIMONE
ROGER A. ENRICO
WILLIAM W. GEORGE
ROGER L. HALE
BETTY RUTH HOLLANDER
MICHELE J. HOOPER
JAMES A. JOHNSON DIRECTORS
RICHARD M. KOVACEVICH
STEPHEN W. SANGER
SOLOMON D. TRUJILLO
ROBERT J. ULRICH
JOHN R. WALTER
Douglas A. Scovanner, by signing his name on the 26th day of June,
1997, does hereby sign this document pursuant to powers of attorney duly
executed by the Directors named, filed with the Securities and Exchange
Commission on behalf of such Directors, all in the capacities and on the date
stated, such persons being all of the Directors of the Registrant.
________________________________________
Douglas A. Scovanner, Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Exhibit Description Page
- ------ ------------------- -----
5 Opinion of James T. Hale, Esq., Senior Vice President,
General Counsel and Secretary of Dayton Hudson
Corporation.
10.1 Dayton Hudson Corporation Executive Deferred Compensation
Plan.
10.2 Dayton Hudson Corporation Highly Compensated Capital Accumulation
Plan.
10.3 Dayton Hudson Corporation SMG Executive Deferred Compensation
Plan.
10.4 Dayton Hudson Corporation Director Deferred Compensation Plan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of James T. Hale, Esq. (included in Exhibit 5).
24 Powers of Attorney.
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EXHIBIT 5
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, MN 55402
June 25, 1997
Members of the Board of Directors
Dayton Hudson Corporation
777 Nicollet Mall
Minneapolis, MN 55402
Dear Board Members:
I am the Senior Vice President, General Counsel and Secretary of Dayton
Hudson Corporation (the "Company") and in that capacity I have acted as
counsel to the Company in connection with the registration under the
Securities Act of 1933, as amended, of $52,000,000 of the Company's deferred
compensation obligations (the "Obligations"), which represent general
unsecured obligations of the Company to pay deferred compensation in the
future to participating members of a select group of management or highly
compensated employees or certain directors in accordance with the terms of
the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan,
the Dayton Hudson Corporation Executive Deferred Compensation Plan, the
Dayton Hudson Corporation SMG Executive Deferred Compensation Plan and the
Dayton Hudson Corporation Director Deferred Compensation Plan (the "Plans").
Such registration is pursuant to a Registration Statement on Form S-8
relating to the Plans (the "Registration Statement"), which is to be filed by
the Company with the Securities and Exchange Commission on June 25, 1997.
I, or the attorneys I supervise, have examined or caused to be examined such
corporate records, certificates and other documents and such question of law
as I or they have considered necessary or appropriate for the purposes of
this opinion.
On the basis of such examination, it is my opinion that:
1) The Obligations, when issued in the manner contemplated by the Plans, will
be the valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors' rights generally and by general
principles of equity; and
2) The provisions of the Plans comply with the requirements of the Employee
Retirement Income Security Act of 1974 pertaining to such provisions.
I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/JAMES T. HALE
James T. Hale
Senior Vice President, General Counsel
and Secretary
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Exhibit 10.1
11-16-94
Adopted: 12-14-94
Effective 1-1-95
Amended 4-10-96
Amended and Restated
Effective 1-1-97
Amended and Restated
Effective: 6-30-97
DAYTON HUDSON CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE I
GENERAL
Sec. 1.1 NAME OF PLAN. The name of the Plan set forth herein is the
Dayton Hudson Corporation Executive 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
Dayton Hudson Corporation (the "Company") may afford financial security to a
select group of Employees of the Company and its subsidiaries who have
rendered and continue to render valuable services to the Company or its
subsidiaries and who make an important contribution towards the Company's
continued growth and success, by providing for additional future compensation
so that such Employees may be retained and their productive efforts
encouraged.
Sec. 1.3 EFFECTIVE DATE. The Effective Date of the Plan is January 1,
1995.
Sec. 1.4 COMPANY. "Company" means all of the following:
(a) Dayton Hudson Corporation, a Minnesota corporation.
(b) Any successor of Dayton Hudson Corporation (whether
direct or indirect, by purchase of a majority of the
outstanding voting stock of Dayton Hudson Corporation
or all or substantially all of the assets of Dayton
Hudson 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
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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. The other Participating Employers on the Effective
Date are:
Dayton's Commercial Interiors, Inc. (Minnesota)
Dayton's Travel Service, Inc. (Minnesota)
Mervyn's (California)
DHC Milwaukee, Inc. (Wisconsin)
DHC Wisconsin, Inc. (Wisconsin)
Marshall Field & Company (Delaware)
Marshall Field Stores, Inc. (Delaware)
Retailers National Bank
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 a select group of management or highly compensated
Employees, subject to the applicable requirements of ERISA. The Plan shall
be administered and construed consistently with said intent. It shall also
be construed and administered according to the laws of the State of Minnesota
to the extent such laws are not preempted by 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.
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.
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(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
construed separately without relation to the context.
ARTICLE II
DEFINITIONS
Sec. 2.1 BALANCED FUND CREDITING RATE. "Balanced Fund Crediting Rate"
means the earnings or losses for a day on the Balanced Fund of the SRSP, or
if such fund ceases to exist, such other fund as selected by the Board or the
Committee as most closely replicates the measure produced by the Balanced
Fund of the SRSP.
Sec. 2.2 BASE SALARY. "Base Salary" is the salary an Employee is
expected to earn in a Benefit Deferral Period, assuming the Employee is
employed for the full Benefit Deferral Period.
Sec. 2.3 BENEFICIARY. "Beneficiary" means the person or persons
designated as such in accordance with Article VI.
Sec. 2.4 BENEFIT DEFERRAL PERIOD. "Benefit Deferral Period" means that
period of one Plan Year as determined pursuant to Article IV over which a
Participant defers a portion of such Participant's Base Salary and/or Bonus.
Sec. 2.5 BONUS. "Bonus" is the bonus under any regular bonus plan of a
Participating Employer. Any part of a "Bonus" earned in a Benefit Deferral
Period, but otherwise payable in the year following the Benefit Deferral
Period, is governed by the deferral election made for the Benefit Deferral
Period.
Sec. 2.6 BOARD. "Board" means the board of directors of the Company and
includes any committee thereof authorized to act for said board of directors.
Sec. 2.7 COMMITTEE. "Committee" means the Plan Administrative Committee
appointed in accordance with Section 7.1(d) hereof which is authorized by the
Board of Directors of the Company to act on behalf of the Company in
accordance with the terms of this Plan.
Sec. 2.8 CREDITED SERVICE. "Credited Service" of a Participant means
the number of years of service for vesting purposes a Participant would have
under the applicable defined benefit pension plan of the Company and/or a
Participating Employer.
Sec. 2.9 CREDITING RATE ALTERNATIVE. "Crediting Rate Alternative" means
the Dayton Hudson Common Stock Fund Crediting Rate, the S&P Crediting Rate,
the Variable Interest
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Crediting Rate, the Long Term Growth Fund Crediting Rate, the International
Fund Crediting Rate or the Balanced Fund Crediting Rate.
Sec. 2.10 CUMULATIVE DEFERRAL AMOUNT. "Cumulative Deferral Amount"
means the total cumulative amount by which a Participant's Base Salary and/or
Bonus must be reduced over the period prescribed in Section 4.1. If for a
Plan Year a Matching Allocation for a Participant pursuant to the SRSP cannot
be made because the Before Tax Deposits or After Tax Deposits elected by the
Employee are reduced to comply with the provisions of the SRSP, "Cumulative
Deferral Amount" also includes the amount of the Matching Allocation that
cannot be made. "Cumulative Deferral Amount" also includes amounts
transferred from the HCCAP.
Sec. 2.11 DAYTON HUDSON COMMON STOCK FUND CREDITING RATE. "Dayton
Hudson Stock Fund Crediting Rate" means the earnings or losses for a day of
the Dayton Hudson Common Stock Fund of the SRSP, or if such fund ceases to
exist, such other fund as selected by the Board or the Committee as most
closely replicates the measure produced by the Dayton Hudson Common Stock
Fund of the SRSP.
Sec. 2.12 DEFERRAL ACCOUNT. "Deferral Account" means the accounts
maintained on the books of account of the Company pursuant to Section 4.2.
Sec. 2.13 EMPLOYEE. "Employee" means a Qualified Employee as that term
is defined in the SRSP.
Sec. 2.14 EMG. An "EMG" is a member of the Executive Management Group
of the Company or a Participating Employer, as that term is defined by the
Vice President of Personnel.
Sec. 2.15 ENHANCEMENT. "Enhancement" means an additional .1667% per
month added to each Crediting Rate Alternative.
Sec. 2.16 ENROLLMENT AGREEMENT. "Enrollment Agreement" means the
agreement entered into by the Company and an Employee pursuant to which the
Employee becomes a Participant in the Plan. In the sole discretion of the
Company, authorization forms filed by any Participant by which the
Participant makes the elections provided for by this Plan may be treated as a
completed and fully executed Enrollment Agreement for all purposes under the
Plan.
Sec. 2.17 ERISA. "ERISA" means the Employee Retirement Income Security
Act of 1974, as from time to time amended.
Sec. 2.18 HIGHLY COMPENSATED EMPLOYEE. "Highly Compensated Employee"
means a "Highly Compensated Employee" as that term is defined in the SRSP.
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Sec. 2.19 HCCAP. "HCCAP" is the Company's Highly Compensated Capital
Accumulation Plan.
Sec. 2.20 INTERNATIONAL FUND CREDITING RATE. "International Fund
Crediting Rate" means the earnings or losses for a day on the International
Fund of the SRSP, or if such fund ceases to exist, such other fund as
selected by the Board or the Committee as most closely replicates the measure
produced by the International Fund of the SRSP.
Sec. 2.21 LONG TERM GROWTH FUND CREDITING RATE. "Long Term Growth Fund
Crediting Rate" means the earnings or losses for a day of the Long Term
Growth Fund of the SRSP, or if such fund ceases to exist such other fund as
selected by the Board or the Committee as most closely replicates the measure
produced by the Long Term Growth Fund of the SRSP.
Sec. 2.22 NAMED FIDUCIARY. The Company and the Vice President of
Personnel are each a "Named Fiduciary" for purposes of ERISA with authority
to control and manage the operation and administration of the Plan. Other
persons are also Named Fiduciaries under ERISA if so provided thereunder or
if so identified by the Company, by action of the Board or the Chief
Executive Officer. Such other person or persons shall have such authority to
control or manage the operation and administration of the Plan as may be
provided by ERISA or as may be allocated by the Company, by action of the
Board or the Chief Executive Officer or the Vice President of Personnel.
Sec. 2.23 PARTICIPANT. "Participant" means an eligible Employee who has
filed a completed and executed Enrollment Agreement or authorization form
with the Company and is participating in the Plan in accordance with the
provisions of Article IV. "Participant" also means an Employee of the
Company who has a Cumulative Deferral Amount based on Matching Allocation
that could not be made to the SRSP.
Sec. 2.24 PERSON. "Person" means an individual, partnership,
corporation, estate, trust or other entity.
Sec. 2.25 PLAN YEAR. "Plan Year" means the period commencing with the
Effective Date and ending December 31, 1995 and each subsequent calendar year.
Sec. 2.26 RATE OF RETURN ALTERNATIVE CHANGE FORM. "Rate of Return
Alternative Change Form" means the form of authorization approved by the
Company by which the Participant notifies the Plan of its choices for
Crediting Rate Alternatives for his account under the Plans.
Sec. 2.27 SIGNATURE. "Signature" or "sign" as used herein shall mean
either the Participant's written signature or the Participant's electronic
signature evidenced by the use of an electronic personal identification
number.
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Sec. 2.28 S&P CREDITING RATE. "S&P Crediting Rate" means the earnings or
losses for a day on the S&P Index Fund of the SRSP, or if such Index Fund ceases
to exist, such other index as selected by the Board as most closely replicates
the measure produced by the S&P Index Fund of the SRSP.
Sec. 2.29 SMG. A "SMG" is a member of the Senior Management Group of
the Company or a Participating Employer, as that term is defined by the Vice
President of Personnel.
Sec. 2.30 SRSP. SRSP is the Dayton Hudson Corporation Supplemental
Retirement, Savings, and Employee Stock Ownership Plan.
Sec. 2.31 TERMINATION OF EMPLOYMENT. The "Termination of Employment" of
an Employee from his Participating Employer for purposes of the Plan shall be
deemed to occur upon his or her resignation, discharge, retirement, death,
failure to return to active work at the end of an authorized leave of absence
or the authorized extension or extensions thereof, failure to return to work
when duly called following a temporary layoff or upon the happening of any
other event or circumstance which, under the policy of his Participating
Employer as in effect from time to time, results in the termination of the
employer-Employee relationship; provided, however, that "Termination of
Employment" shall not be deemed to occur upon a transfer between any
combination of Participating Employers, affiliates and predecessor employers.
Sec. 2.32 VARIABLE INTEREST CREDITING RATE. "Variable Interest
Crediting Rate" means the earnings or losses for a day on the Variable
Interest Fund of the SRSP, or if such fund ceases to exist, such other index
as selected by the Board or the Committee as most closely replicates the
measure produced by the Variable Interest Fund of the SRSP.
Sec. 2.33 YEAR OF VESTING. A "Year of Vesting" is a full year of
participation under HCCAP or a full year of participation in a deferred
compensation plan of the Company.
Sec. 2.34 VICE PRESIDENT OF PERSONNEL. "Vice President of Personnel"
means the most senior officer of the Company who is assigned responsibility
for compensation and benefits matters or such other officer as may be
designated from time to time by the Board of Directors.
ARTICLE III
ELIGIBILITY
Sec. 3.1 ELIGIBILITY. Commencing January 1, 1997, an Employee shall be
a Participant while, and only while, he or she is a regular Employee of a
Participating Employer, subject to the following:
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(a) An Employee will become a Participant on the first day of the
Plan Year in which he or she is a Highly Compensated Employee.
(b) If an Employee is a SMG or an EMG, he or she cannot become a
Participant.
(c) If a Participant is not a Highly Compensated Employee for a
particular Plan Year, he or she will continue to be a
Participant, but no deferrals will be allowed and no SRSP match
will be added to the Cumulative Deferral Amount for that Plan
Year. If a Participant is a SMG or an EMG on the first day of
the Plan Year, he or she will not continue to be a Participant
and his or her account balances will be transferred into the
SMG Executive Deferred Compensation Plan.
(d) The Employee must complete an enrollment and sign an insurance
consent form in the form that the Company determines in order
to defer Base Salary and/or Bonus. The insurance consent form
will allow the Company to purchase life insurance on the Employee
with the Company as beneficiary.
Sec. 3.2 NO GUARANTEE OF EMPLOYMENT. Participation in the Plan does not
constitute a guarantee or contract of employment with any Participating
Employer. Such participation shall in no way interfere with any rights a
Participating Employer would have in the absence of such participation to
determine the duration of the Employee's employment.
ARTICLE IV
PARTICIPATION AND BENEFITS
Sec. 4.1 ELECTION TO PARTICIPATE. Any Employee of a Participating
Employer who is eligible to participate may enroll in the Plan by completing
the Enrollment Agreement or authorization form with the Company in a form
acceptable to the Company. Pursuant to said Enrollment Agreement or
authorization form, the Employee shall irrevocably designate the percentage
amount by which the Base Salary and/or the percentage amount by which the
Bonus of such Participant would be reduced over the Benefit Deferral Period
next following the completion of the Enrollment Agreement; provided, however,
that:
(a) BONUS DEFERRAL. Notwithstanding anything contained herein
to the contrary, in the event a Participant's Bonus is paid
in a Plan Year in which the Participant is not a Highly
Compensated Employee, the deferral election for the Bonus
will be voided and the Bonus will be paid in cash.
(b) REDUCTION IN EARNINGS. Except as otherwise provided in
this Section 4.1, the Base Salary and/or Bonus of the
Participant for the Benefit Deferral Period shall be reduced
by the amount specified in the Enrollment Agreement (including
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any authorization form) applicable to such Plan Year, but
only if Participant is a Highly Compensated Employee for that
Plan Year.
(c) MAXIMUM REDUCTION IN EARNINGS. A Participant may not elect a
Cumulative Deferral Amount that would cause the reduction in
Base Salary in any Plan Year to exceed eighty percent (80%) of
the Base Salary and eighty percent (80%) of the Bonus
payable during such Plan Year plus the amount of any
payout made pursuant to Section 5.2, or such greater
amount or percent of base pay and/or incentive pay or
greater total amount as the Company may permit in its
sole discretion. In the event that a Participant elects
a Cumulative Deferral Amount that would violate the
limitation described in this paragraph (c), the election
shall be valid except that the Cumulative Deferral Amount
so elected shall automatically be reduced to comply with
such limitation, whichever is most appropriate in the
sole discretion of the Company.
Sec. 4.2 DEFERRAL ACCOUNTS. The Company shall establish and maintain
separate Deferral Accounts for each Participant. The amount by which a
Participant's Base Salary or Bonus are reduced pursuant to Section 4.1 shall
be credited by the Company to the Participant's Deferral Accounts as soon as
administratively possible after each pay cycle in which such Base Salary or
Bonus would otherwise have been paid. The Participant's Deferral Account
shall be credited with the annual SRSP lost Matching Allocation no later than
the last day of January following the year of the lost Matching Allocation.
Such Deferral Accounts shall be debited by the amount of any payments made by
the Company to the Participant or the Participant's Beneficiary pursuant to
this Plan. A separate Deferral Account shall be maintained for each type of
deferral election made and for each Crediting Rate Alternative.
Sec. 4.3 HCCAP. All persons who become Participants in this Plan on
January 1, 1995 will have the balance of their HCCAP account, if any,
transferred to this Plan effective January 1, 1995. All persons who become
Participants in this Plan after January 1, 1995 will have the balance in
their HCCAP account, if any, transferred on the January 1 they become
Participants. Unless the Participant completes a new election, the balances
of a Participants HCCAP account shall be deposited in this Plan in the same
Crediting Rate Alternatives and at the same percentages as in the
Participant's HCCAP account. The Deferral Accounts transferred from HCCAP
will be paid in immediate lump sum payouts after Termination of Employment.
Sec. 4.4 CREDITING RATE ALTERNATIVES. The Participant shall select the
Crediting Rate Alternatives, using full percentages, that are to be applied
to his or her Deferral Accounts. Participants may change their Crediting
Rate Alternatives daily by completing a Rate of Return Alternative Change
Form. If a Participant does not make an election, the Crediting Rate
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Alternative will remain the same as previously chosen by Participant. If
Participant has not previously made an election in HCCAP or under this Plan,
the Crediting Rate Alternative will be the S&P Crediting Rate.
Sec. 4.5 BENEFIT PAYMENT ELECTIONS. At the time a Participant completes
an Enrollment Agreement, he or she must also elect the method of benefit
payment and the time to start the benefit. The elections are to be made for
each Plan Year.
(a) METHOD OF BENEFIT PAYMENT. Benefits for each Plan Year can be
paid in a lump sum, five annual installments or ten annual
installments.
(b) COMMENCEMENT OF BENEFIT. The benefit for each Plan Year may
be started as soon as possible following Termination of
Employment or one year following Termination of Employment.
(c) BENEFIT PAYMENT. If no form of benefit payment is elected,
the method of benefit payment shall be lump sum.
Sec. 4.6 CREDITING. Each Deferral Account will be credited on the
balance in the Deferral Account as follows:
(a) EMPLOYEE.
(i) CREDITING RATE ALTERNATIVE. Each Deferral Account of an
Employee will be credited at the end of a day on the
balance in the Deferral Account at the beginning of
that day using the Crediting Rate Alternative.
(ii) ENHANCEMENT. The total balance in all Deferral Accounts on
the first day of the month will be credited at the end of
the month at a rate equal to the Enhancement. The amount
will be credited among Participants' Deferral Accounts at
the time the Enhancement is credited in an amount equal to
the proportion which each Deferral Account has to the
Participant's entire balance.
(b) TERMINATED EMPLOYEE. Each Deferral Account of an Employee who
has had a Termination of Employment will be credited at the end
of a day on the balance in the Deferral Account at the beginning
of that day using the Crediting Rate Alternative.
(c) VESTING. Each Employee who has a Termination of Employment and
does not have five Years of Vesting will have his or her
Deferral Accounts revalued using only the
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Crediting Rate Alternative and not receiving the
Enhancement. Provided, however, if an Employee's
Termination of Employment is because of death or
permanent and total disability, or on or after age 65,
the Employee will be treated as if he or she had five
years of vesting.
Sec. 4.7 TIME OF PAYMENT. If a Participant has a Termination of
Employment after age fifty-five or an involuntary termination after age fifty
with ten years of Credited Service, the Participant's Deferral Accounts will
be paid pursuant to his or her elections. If a Participant has a Termination
of Employment that does not qualify under the first sentence of this section,
the Participant's Deferral Accounts will be paid in a lump sum as soon as
administratively possible following Termination of Employment.
Sec. 4.8 STATEMENT OF ACCOUNTS. The Company shall submit to each
Participant, within one hundred twenty days after the close of each Plan
Year, a statement in such form as the Company deems desirable, setting forth
the balance standing to the credit of each Participant in his Deferral
Accounts.
ARTICLE V
CERTAIN BENEFIT PAYMENTS
Sec. 5.1 TERMINATION OF ENROLLMENT IN PLAN. With the written consent of
the Company, a Participant may terminate his or her enrollment in the Plan by
filing with the Company a written request to terminate enrollment. The
Committee will review the request on behalf of the Company and will consent
to the termination of a Participant's enrollment in the Plan in the event of
an unforeseeable financial emergency of the Participant. An unforeseeable
financial emergency shall mean an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal or other such unforeseeable
occurrence. Cash needs arising from foreseeable events such as the purchase
of a house or education expenses for children shall not be considered to be
the result of an unforeseeable financial emergency. Upon termination of
enrollment, no further reductions shall be made in the Participant's Base
Salary or Bonus pursuant to his or her Enrollment Agreement, and the
Participant shall immediately cease to be eligible for any benefits under the
Plan for the current Plan Year other than payments from his or her Deferral
Accounts. In its sole discretion, the Committee may pay the Deferral
Accounts on a date earlier than the Participant's Termination of Employment
with the Participating Employer in which event the Committee shall calculate
an amount which is appropriate in accordance with the unforeseeable financial
emergency and that amount shall be paid as if the Participant had a
Termination of Employment with the Participating Employer on the date of such
payment.
Sec. 5.2 EARLY PAYMENT. For any amount deferred under the terms of this
Plan prior to January 1, 1997, the Company shall pay to the Participant, if
he is an Employee of the Company or a Participating Employer, the amount by
which the Participant's Base Salary and/or Bonus were
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reduced in any Plan Year pursuant to Section 4.1 during the eighth (8th) year
following the Plan Year ("Early Payment"), provided that such amount has not
previously been paid out under other provisions of the Plan. Such Early
Payment shall not include any amounts credited to the Participant's Deferral
Account pursuant to Section 4.6 or the SRSP Lost Matching Contribution.
Notwithstanding any other provisions of this Plan, the Participant may elect
prior to the beginning of any year in which such an Early Payment will be
made to him or her to deposit all or a part of such amount in his or her
Deferral Accounts.
Sec. 5.3 SURVIVOR BENEFITS
(a) DEATH WHILE EMPLOYED. If a Participant dies while employed
by a Participating Employer, the Company will pay the
amount in his or her Deferral Accounts to the
Participant's Beneficiary as soon as possible after death
in a lump sum.
(b) DEATH AFTER TERMINATION OF EMPLOYMENT. If a Participant dies
after Termination of Employment, and has not received all
of his or her payments, and the Participant's Beneficiary
is his or her spouse, payments shall be made to the
spouse pursuant to the Participant's payout elections.
If the Participant's spouse dies before receiving all
payments, the remaining amount in the Deferral Accounts
will be paid in a lump sum as soon as possible after the
spouse's death to the spouse's estate. If a Participant
dies after Termination of Employment, has not received
all of his or her payments, and the Participant's
Beneficiary is a Person other than his or her spouse,
then payment shall be made in a lump sum as soon as
possible after the Participant's death.
Sec. 5.4 SMALL BENEFIT. In the event that the Company determines in its
sole discretion that the amount of any benefit is too small to make it
administratively convenient to pay such benefit over time, the Company may
pay the benefit in the form of a lump sum, or reduce the number of
installments notwithstanding any provision of this Article or Article IV to
the contrary.
Sec. 5.5 WITHHOLDING. To the extent required by the law in effect at
the time payments are made, the Company shall withhold from payments made
hereunder or any other payment owing by the Company to the Participant the
taxes required to be withheld by the federal or any state or local government.
Sec. 5.6 LUMP SUM PAYOUT OPTION. Notwithstanding any other provisions
of the Plan, at any time after Termination of Employment, but not later than
ten years after Termination of Employment of the Participant, a Participant
or a Beneficiary of a deceased Participant may elect to receive an immediate
lump sum payment of 100% of the balance of his or her Deferral Accounts, if
any, reduced by a penalty, which shall be forfeited to the Company, equal to
eight percent of the amount of his or her Deferral Accounts he or she elected
to receive, in lieu of payments in
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accordance with the form previously elected by the Participant, or provided
elsewhere in this Plan. However, the penalty shall not apply if the Company
determines, based on advice of counsel or a final determination by the
Internal Revenue Service or any court of competent jurisdiction, that by
reason of the foregoing provision any Participant or Beneficiary has
recognized or will recognize gross income for federal income tax purposes
under this Plan in advance of payment to him of Plan benefits. The Company
shall notify all Participants (and Beneficiaries of deceased Participants) of
any such determination. Whenever any such determination is made, the Company
shall refund all penalties which were imposed hereunder on account of making
lump sum payments at any time during or after the first year to which such
determination applies (i.e., the first year when gross income is recognized
for federal income tax purposes). Interest shall be paid on any such refunds
at Variable Interest Crediting Rate for each Plan Year, compounded annually.
The Committee may also reduce or eliminate the penalty if it determines that
this action will not cause any Participant or Beneficiary to recognize gross
income for federal income tax purposes under this Plan in advance of payment
to him of Plan benefits.
ARTICLE VI
BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate any
person or persons as Beneficiary or Beneficiaries to whom payment under this
Plan shall be made in the event of the Participant's death prior to complete
distribution to the Participant of the benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing
with the Company during the Participant's lifetime on a form prescribed by
the Company.
The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. Any finalized divorce or marriage
(other than a common law marriage) of a Participant subsequent to the date of
filing of a Beneficiary designation form shall revoke such designation unless
in the case of divorce the previous spouse was not designated as Beneficiary
and unless in the case of marriage the Participant's new spouse had
previously been designated as Beneficiary.
If a Participant fails to designate a Beneficiary as provided above, or
if his or her Beneficiary designation is revoked by marriage, divorce or
otherwise without execution of a new designation, or if all designated
Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Company shall direct the
distribution of such benefits to the Participant's spouse, if any, and if
there is no spouse to the Participant's estate.
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ARTICLE VII
ADMINISTRATION OF PLAN
Sec. 7.1 ADMINISTRATION BY COMPANY. The Company is the "administrator"
of the Plan for purposes of ERISA. Except as expressly otherwise provided
herein, the Company shall control and manage the operation and administration
of the Plan, make all decisions and determinations incident thereto and
construe the provisions thereof. In carrying out its Plan responsibilities,
the Company shall have discretionary authority to construe the terms of the
Plan. Except in cases where the Plan expressly requires action on behalf of
the Company to be taken by the Board, action on behalf of the Company may be
taken by any of the following:
(a) The Board.
(b) The Chief Executive Officer of the Company.
(c) The Vice President of Personnel of the Company.
(d) Any person or persons, natural or otherwise, or committee, to
whom responsibilities for the operation and
administration of the Plan are allocated by the Company,
by resolution of the Board or by written instrument
executed by the Chief Executive Officer or the Vice
President of Personnel of the Company and filed with its
permanent records, but action of such person or persons
or committee shall be within the scope of said allocation.
Sec. 7.2 CERTAIN FIDUCIARY PROVISIONS. For purposes of the Plan:
(a) Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan.
(b) A Named Fiduciary, or a fiduciary designated by a Named
Fiduciary pursuant to the provisions of the Plan, may
employ one or more persons to render advice with regard
to any responsibility such fiduciary has under the Plan.
(c) Any time the Plan has more than one Named Fiduciary, if pursuant
to the Plan provisions, fiduciary responsibilities are
not already allocated among such Named Fiduciaries, the
Company, by action of the Board or its chief executive
officer, may provide for such allocation.
(d) Unless expressly prohibited in the appointment of a Named
Fiduciary which is not the Company acting as provided in
Sec. 7.1, such Named Fiduciary by written
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instrument may designate a person or persons other than
such Named Fiduciary to carry out any or all of the
fiduciary responsibilities under the Plan of such Named
Fiduciary.
(e) A person who is a fiduciary with respect to the Plan,
including a Named Fiduciary, shall be recognized and
treated as a fiduciary only with respect to the
particular fiduciary functions as to which such person
has responsibility.
Sec. 7.3 EVIDENCE. Evidence required of anyone under this Plan may be
by certificate, affidavit, document or other instrument which the person
acting in reliance thereon considers to be pertinent and reliable and to be
signed, made or presented by the proper party.
Sec. 7.4 RECORDS. Each Participating Employer, each fiduciary with
respect to the Plan and each other person performing any functions in the
operation or administration of the Plan shall keep such records as may be
necessary or appropriate in the discharge of their respective functions
hereunder, including records required by ERISA or any other applicable law.
Records shall be retained as long as necessary for the proper administration
of the Plan and at least for any period required by ERISA or other applicable
law.
Sec. 7.5 GENERAL FIDUCIARY STANDARD. Each fiduciary shall discharge his
duties with respect to the Plan solely in the interests of Participants and
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character
and with like aims.
Sec. 7.6 WAIVER OF NOTICE. Any notice required hereunder may be waived
by the person entitled thereto.
Sec. 7.7 AGENT FOR LEGAL PROCESS. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan,
unless and until the Company designates some other person as such agent.
Sec. 7.8 INDEMNIFICATION. In addition to any other applicable
provisions for indemnification, the Participating Employers jointly and
severally agree to indemnify and hold harmless, to the extent permitted by
law, each director, officer and Employee of the Participating Employers
against any and all liabilities, losses, costs or expenses (including legal
fees) of whatsoever kind and nature which may be imposed on, incurred by or
asserted against such person at any time by reason of such person's services
as a fiduciary in connection with the Plan, but only if such person did not
act dishonestly, or in bad faith, or in willful violation of the law or
regulations under which such liability, loss, cost or expense arises.
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ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN
Sec. 8.1 AMENDMENT. The Board may at any time amend the Plan in whole or
in part, for any reason, including but not limited to tax, accounting or
insurance changes, a result of which may be to terminate the Plan for future
deferrals (excluding from such power to terminate future deferrals those
future deferrals provided for in Section 5.2 Early Payment); provided,
however, that no amendment shall be effective to decrease the benefits,
nature or timing thereof payable under the Plan to any Participant with
respect to deferrals made (and benefits thereafter accruing) prior to the
date of such amendment. Notwithstanding the above, the Board authorizes the
Committee to amend the Plan to make changes to the Crediting Rate
Alternatives by either adding any new or deleting any existing Crediting Rate
Alternative, and to impose limitations on selection of or deferral into any
Crediting Rate Alternative by the action of the Committee. Such changes will
be considered an Amendment to this Plan and shall be effective without
further action by the Board. Written notice of any amendment shall be given
to each Participant then participating in the Plan.
Sec. 8.2 AUTOMATIC TERMINATION OF PLAN. The Plan shall terminate only
under the following circumstances. The Plan shall automatically terminate
upon (a) a determination by the Company that a final decision of a court of
competent jurisdiction or the U. S. Department of Labor holding that the Plan
is not maintained "primarily for the purpose of providing deferred
compensation for a select group of management or highly-compensated
Employees," and therefore is subject to Parts 2, 3 and 4 of Title I of ERISA,
would require that the Plan be funded and would result in immediate taxation
to Participants of their vested Plan benefits, or (b) a determination by the
Company that a final decision of a court of competent jurisdiction has
declared that the Participants under the Plan are in constructive receipt
under the Internal Revenue Code of their vested Plan benefits.
Sec. 8.3 PAYMENTS UPON AUTOMATIC TERMINATION. Upon any Plan termination
under Sec. 8.2, the Participants will be deemed to have terminated their
enrollment under the Plan as of the date of such termination. The Company
will pay all Participants the value of each Participant's Deferral Accounts
in a lump sum, determined as if each Participant had a Termination of
Employment on the date of such termination of the Plan and elected to be paid
as soon as possible following Termination of Employment.
ARTICLE IX
MISCELLANEOUS
Sec. 9.1 UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, claims or interests in any specific property
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or assets of the Company or a Participating Employer, nor shall they be
beneficiaries of, or have any rights, claims or interests in any life
insurance policies, annuity contracts or the proceeds therefrom owned or
which may be acquired by the Company ("Policies"). Such Policies or other
assets of Participating Employers shall not be held under any trust (except
they may be placed in a Rabbi Trust) for the benefit of Participants, their
Beneficiaries, heirs, successors or assigns, or held in any way as collateral
security for the fulfilling of the obligations of Participating Employers
under this Plan. Any and all of a Participating Employer's assets and
Policies shall be, and remain, the general, unpledged, unrestricted assets of
the Participating Employer. Participating Employers obligations under the
Plan shall be merely that of an unfunded and unsecured promise of a
Participating Employer to pay money in the future.
Sec. 9.2 NONASSIGNABILITY. Neither a Participant nor any other person
shall have any right to sell, assign, transfer, pledge, anticipate, mortgage,
commute or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, or
interest therein which are, and all rights to which are, expressly declared
to be unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by
a Participant or any other person, not be transferable by operation of law in
the event of a Participant's or any other person's bankruptcy or insolvency.
Sec. 9.3 PROTECTIVE PROVISIONS. Each Participant shall cooperate with
the Company by furnishing any and all information requested by the Company in
order to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses so to
cooperate, the Company shall have no further obligation to the Participant
under the Plan, other than payment to such Participant of the cumulative
reductions in base salary and or bonus theretofore made pursuant to this
Plan. If a Participant commits suicide during the two (2) year period
beginning on the later of (a) the date of adoption of this Plan or (b) the
first day of the first Plan Year of such Participant's participation in the
Plan, or if the Participant makes any material misstatement of information or
nondisclosure of medical history, then no benefits will be payable hereunder
to such Participant or his Beneficiary, other than payment to such
Participant of the cumulative reductions in Base Salary and or Bonus
theretofore made pursuant to this Plan, provided, that in the Company's sole
discretion, benefits may be payable in an amount reduced to compensate the
Company for any loss, cost, damage or expense suffered or incurred by the
Company as a result in any way of such misstatement or nondisclosure.
Sec. 9.4 VALIDITY. In the event any provision of this Plan is held
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.
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Sec. 9.5 NOTICE. Any notice or filing required or permitted to be given
to the Company under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the principal office
of the Company, directed to the attention of the President of the Company.
Such notice shall be deemed given as of the date of delivery or, if delivery
is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
Sec. 9.6 APPLICABLE LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Minnesota as applied to contracts
executed and to be wholly performed in such state.
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Exhibit 10.2
11-14-94
Amended 12-14-94
Effective 1-1-95
Amended 4-10-96
Amended 11-6-96
Effective 1-1-97
Amended and Restated
Effective 6-30-97
DAYTON HUDSON CORPORATION
HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN
Table of Contents
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Page
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ARTICLE I GENERAL
Sec. 1.1 Name of Plan . . . . . . . . . . . . . . . . . . . 1
Sec. 1.2 Purpose. . . . . . . . . . . . . . . . . . . . . . 1
Sec. 1.3 Effective Date . . . . . . . . . . . . . . . . . . 1
Sec. 1.4 Company. . . . . . . . . . . . . . . . . . . . . . 1
Sec. 1.5 Participating Employers. . . . . . . . . . . . . . 1
Sec. 1.6 Construction and Applicable Law. . . . . . . . . . 2
Sec. 1.7 Rules of Construction. . . . . . . . . . . . . . . 2
Sec. 1.8 Discontinuance of Contributions. . . . . . . . . . 2
ARTICLE II DEFINITIONS
Sec. 2.1 Base Compensation. . . . . . . . . . . . . . . . . 3
Sec. 2.2 Board. . . . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.3 Committee. . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.4 Credited Service . . . . . . . . . . . . . . . . . 3
Sec. 2.4-1 EDCP . . . . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.5 EMG. . . . . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.6 ERISA. . . . . . . . . . . . . . . . . . . . . . . 3
Sec. 2.7 Highly Compensated Employee. . . . . . . . . . . . 3
Sec. 2.8 Named Fiduciary. . . . . . . . . . . . . . . . . . 3
Sec. 2.9 Participant. . . . . . . . . . . . . . . . . . . . 4
Sec. 2.10 Person . . . . . . . . . . . . . . . . . . . . . . 4
Sec. 2.11 Plan Year. . . . . . . . . . . . . . . . . . . . . 4
Sec. 2.12 Rate of Return Alternative Change Form . . . . . . 4
Sec. 2.13 SMG. . . . . . . . . . . . . . . . . . . . . . . . 4
Sec. 2.14 Signature. . . . . . . . . . . . . . . . . . . . . 4
Sec. 2.15 Termination of Employment. . . . . . . . . . . . . 4
ARTICLE III PARTICIPATION
Sec. 3.1 Eligibility. . . . . . . . . . . . . . . . . . . . 4
Sec. 3.2 No Guarantee of Employment . . . . . . . . . . . . 5
<PAGE>
ARTICLE IV BENEFITS
Sec. 4.1 Eligibility for Severance Pay. . . . . . . . . . . 5
Sec. 4.2 Definitions. . . . . . . . . . . . . . . . . . . . 5
Sec. 4.3 Vesting. . . . . . . . . . . . . . . . . . . . . . 9
Sec. 4.4 Amount of Severance Pay. . . . . . . . . . . . . . 9
Sec. 4.5 Limitation on the Amount of Severance Pay. . . . . 9
Sec. 4.6 Payment of Severance Pay . . . . . . . . . . . . . 9
Sec. 4.7 Reduction If Parachute Payment . . . . . . . . . . 9
Sec. 4.8 Assignment and Alienation of Benefits. . . . . . . 10
Sec. 4.9 EDCP . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V ADMINISTRATION OF PLAN
Sec. 5.1 Administration by Company. . . . . . . . . . . . . 10
Sec. 5.2 Certain Fiduciary Provisions . . . . . . . . . . . 11
Sec. 5.3 Evidence . . . . . . . . . . . . . . . . . . . . . 11
Sec. 5.4 Records. . . . . . . . . . . . . . . . . . . . . . 11
Sec. 5.5 General Fiduciary Standard . . . . . . . . . . . . 11
Sec. 5.6 Claims Procedure . . . . . . . . . . . . . . . . . 11
Sec. 5.7 Waiver of Notice . . . . . . . . . . . . . . . . . 12
Sec. 5.8 Agent For Legal Process. . . . . . . . . . . . . . 12
Sec. 5.9 Indemnification. . . . . . . . . . . . . . . . . . 12
ARTICLE VI AMENDMENT AND TERMINATION
Sec. 6.1 Amendment. . . . . . . . . . . . . . . . . . . . . 12
Sec. 6.2 Automatic Termination of Plan. . . . . . . . . . . 13
Sec. 6.3 Payments Upon Automatic Termination. . . . . . . . 13
ARTICLE VII MISCELLANEOUS PROVISIONS
Sec. 7.1 Funding. . . . . . . . . . . . . . . . . . . . . . 13
Sec. 7.2 Severability . . . . . . . . . . . . . . . . . . . 13
<PAGE>
DAYTON HUDSON CORPORATION
HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN
ARTICLE I
GENERAL
Sec. 1.1 NAME OF PLAN. The name of the Plan set forth herein is the
Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan. It is
referred to herein as the "Plan."
Sec. 1.2 PURPOSE. The Plan provides severance benefits under defined
circumstances. The additional severance benefits are provided because of
reductions in pension and savings plan benefits to Highly Compensated Employees
because of government laws and regulations.
Sec. 1.3 EFFECTIVE DATE. The Effective Date of the Plan is January 1,
1989.
Sec. 1.4 COMPANY. "Company" means all of the following:
(a) Dayton Hudson Corporation, a Minnesota corporation.
(b) Any successor of Dayton Hudson Corporation (whether direct or
indirect, by purchase of a majority of the outstanding Voting Stock of
Dayton Hudson Corporation or all or substantially all of the assets of
Dayton Hudson 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.
The other Participating Employers on the Effective Date are:
Dayton's Commercial Interiors, Inc. (Minnesota)
Dayton's Travel Service, Inc. (Minnesota)
Mervyn's (California)
DHC Milwaukee, Inc. (Wisconsin)
DHC Wisconsin, Inc. (Wisconsin)
Marshall Field & Company (Delaware)
Marshall Field Stores, Inc. (Delaware)
Retailers National Bank
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Sec. 1.6 CONSTRUCTION AND APPLICABLE LAW. The Plan is intended to be a
welfare benefit plan subject to the applicable requirements of ERISA. The Plan
shall be administered and construed consistently with said intent. It shall
also be construed and administered according to the laws of the State of
Minnesota to the extent such laws are not preempted by 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.
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) Any references to the masculine gender include the feminine and vice
versa.
(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
construed separately without relation to the context.
Sec. 1.8 DISCONTINUANCE OF CONTRIBUTIONS. Notwithstanding any provision
of this Plan to the contrary:
(a) No individual shall become a Participant in this Plan on or after
January 1, 1997.
(b) No Regular Contribution under Sec. 4.2(c) or SRSP Make-Up Contribution
under Sec. 4.2(e) shall be made to any Account for any Plan Year
commencing on or after January 1, 1997.
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ARTICLE II
DEFINITIONS
Sec. 2.1 BASE COMPENSATION. "Base Compensation" means the salary, bonus
and commission, if any, paid in a calendar year.
Sec. 2.2 BOARD. "Board" means the board of directors of the Company, and
includes any committee thereof authorized to act for said board of directors.
Sec. 2.3 COMMITTEE. "Committee" means the Plan Administrative Committee
appointed in accordance with Section 5.1(c) hereof which is authorized by the
Board of Directors of the Company to act on behalf of the Company in accordance
with the terms of this Plan.
Sec. 2.4 CREDITED SERVICE. "Credited Service" of a Participant means the
number of years of service for vesting purposes a Participant would have under
the applicable defined benefit pension plan of the Company and/or a
Participating Employer.
Sec. 2.4-1 EDCP. "EDCP" means the Dayton Hudson Corporation Executive
Deferred Compensation Plan.
Sec. 2.5 EMG. An "EMG" is a member of the Executive Management Group of
the Company or a Participating Employer, as that term is defined by the Vice
President of Personnel.
Sec. 2.6 ERISA. "ERISA" means the Employee Retirement Income Security Act
of 1974 as from time to time amended.
Sec. 2.7 HIGHLY COMPENSATED EMPLOYEE. "Highly Compensated Employee" of
the employer for any calendar year means an individual described in Code section
414(q). For purposes of the preceding sentence, each Employee who received
compensation from the employer in excess of $50,000 (as indexed for cost of
living increases for each calendar year after 1987 as provided in the applicable
Treasury regulations) for the prior year is a "Highly Compensated Employee."
For purposes of this section, "employer" includes all Participating Employers
and any entity under common control with a Participating Employer.
Sec. 2.8 NAMED FIDUCIARY. The Company is a "Named Fiduciary" for purposes
of ERISA with authority to control and manage the operation and administration
of the Plan. Other persons are also Named Fiduciaries under ERISA if so
provided thereunder or if so identified by the Company, by action of the Board
or the Chief Executive Officer. Such other person or persons shall have such
authority to control or manage the operation and administration of the Plan as
may be provided by ERISA or as may be allocated by the Company, by action of the
Board.
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Sec. 2.9 PARTICIPANT. "Participant" means a person described as such in
Article III.
Sec. 2.10 PERSON. "Person" means an individual, partnership, corporation,
estate, trust or other entity.
Sec. 2.11 PLAN YEAR. "Plan Year" means the period commencing with the
Effective Date and ending December 31, 1989 and each subsequent calendar year.
Sec. 2.12 RATE OF RETURN ALTERNATIVE CHANGE FORM. "Rate of Return
Alternative Change Form" means the form of authorization approved by the Company
by which the Participant notifies the Plan of its choices for Crediting Rate
Alternatives for his account under the Plans.
Sec. 2.13 SMG. A "SMG" is a member of the Senior Management Group of the
Company or a Participating Employer, as that term is defined by the Company
corporate staff.
Sec. 2.14 SIGNATURE. "Signature" or "sign" as used herein shall mean
either the Participant's written signature or the Participant's electronic
signature evidenced by the use of an electronic personal identification number.
Sec. 2.15 TERMINATION OF EMPLOYMENT. The "Termination of Employment" of
an Employee from his Participating Employer for purposes of the Plan shall be
deemed to occur upon his resignation, discharge, retirement, death, failure to
return to active work at the end of an authorized leave of absence or the
authorized extension or extensions thereof, failure to return to work when duly
called following a temporary layoff, or upon the happening of any other event or
circumstance which, under the policy of his Participating Employer, as in effect
from time to time, results in the termination of the employer-employee
relationship; provided, however, that "Termination of Employment" shall not be
deemed to occur upon a transfer between any combination of Participating
Employers, affiliates and predecessor employers.
ARTICLE III
PARTICIPATION
Sec. 3.1 ELIGIBILITY. An Employee shall be a Participant while, and only
while, he or she is a regular Employee of a Participating Employer, subject to
the following:
(a) An Employee will become a Participant only if he or she is a Highly
Compensated Employee.
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(b) If an Employee is a SMG or EMG or eligible to participate in the EDCP,
he or she cannot become a Participant.
(c) If an Employee ceases to be a Highly Compensated Employee, he or she
will continue to be a Participant, but no additions will be added to
the Employee's Account, except Interest.
(d) If a Participant becomes a SMG or EMG, additions will be added to the
Employee's Account for the Plan Year in which the Participant became a
SMG or EMG.
(e) The Employee must sign an enrollment and insurance consent form in the
form that the Company determines. The insurance consent form will
allow the Company to purchase life insurance on the Employee with the
Company as beneficiary.
(f) The Employee must sign a beneficiary designation form with respect to
the Employee's Account and Special Survivor Benefit, if any.
Sec. 3.2 NO GUARANTEE OF EMPLOYMENT. Participation in the Plan does not
constitute a guarantee or contract of employment with any Participating
Employer. Such participation shall in no way interfere with any rights a
Participating Employer would have in the absence of such participation to
determine the duration of the Employee's employment.
ARTICLE IV
BENEFITS
Sec. 4.1 ELIGIBILITY FOR SEVERANCE PAY. A Participant shall be eligible
for severance pay under the Plan if the Participant has a Termination of
Employment. The amount of the Participant's Account that will be paid is
determined by the vesting schedule set forth in this Article IV.
Sec. 4.2 DEFINITIONS. The following definitions shall apply to this
Article IV.
(a) ACCOUNT. "Account" is the bookkeeping record the Company maintains
for each Participant recording the amount of severance benefits the
Participant is entitled to.
(b) EARNINGS. "Earnings" will be added to a Participant's Account as
follows:
(i) CREDITING RATE ALTERNATIVES. The Participant shall select the
Crediting Rate Alternative, using full percentages, that are to
be applied to his or her Account. Participants may change their
Crediting Rate Alternatives daily by completing a Rate of Return
Alternative Change Form. If a Participant does
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not make an election, the Crediting Rate Alternative will be the
S&P Crediting Rate.
(ii) CREDITING. Commencing January 1, 1997, each Account will be
credited on the balance in the Account as follows:
(A) EMPLOYEE.
(i) CREDITING RATE ALTERNATIVE. Each Deferral Account of
an Employee will be credited at the end of a day on the
balance in the Deferral Account at the beginning of
that day using the Crediting Rate Alternative.
(ii) ENHANCEMENT. The total balance in all Deferral
Accounts on the first day of the month will be credited
at the end of the month at a rate equal to the
Enhancement. The amount will be credited among
Participants' Deferral Accounts at the time the
Enhancement is credited in an amount equal to the
proportion which each Deferral Account has to the
Participant's entire balance.
(B) NO CREDIT FOR TERMINATED EMPLOYEE. No Earnings will be
credited to the Account of a Participant who has had a
Termination of Employment for the month in which the
Termination of Employment occurs or any subsequent
month.
(C) VESTING OF EARNINGS. Each Participant who has a
Termination of Employment and does not have five years
of Credited Service will have his or her Account
revalued using only the Crediting Rate Alternative and
not receiving the Enhancement. However, if a
Participant's Termination of Employment is because of
death or permanent and total disability, the
Participant will be treated as if he or she has five
years of Credited Service. This paragraph will be
applied before Sec. 4.3 is applied.
(iii) DEFINED TERMS. For purposes of this subsection (b), the
following terms have the meanings assigned below:
(A) BALANCED FUND CREDITING RATE. "Balanced Fund Crediting
Rate" means the earnings or losses for a day on the Balanced
Fund of the SRSP, or if such fund ceases to exist, such other
fund as selected by the Board or the
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Committee as most closely replicates the measure produced by the
Balanced Fund of the SRSP.
(B) CREDITING RATE ALTERNATIVE. "Crediting Rate Alternative"
means the Dayton Hudson Common Stock Fund Crediting Rate, the S&P
Crediting Rate, the Variable Interest Crediting Rate, the Long
Term Growth Fund Crediting Rate, the International Fund Crediting
Rate or the Balanced Fund Crediting Rate.
(C) DAYTON HUDSON COMMON STOCK FUND CREDITING RATE. "Dayton
Hudson Common Stock Fund Crediting Rate" means the earnings or
losses for a day of the Dayton Hudson Common Stock Fund of the
SRSP, or if such fund ceases to exist, such other fund as selected
by the Board or the Committee as most closely replicates the
measure produced by the Dayton Hudson Common Stock Fund of the
SRSP.
(D) EMG. An "EMG" is a member of the Executive Management Group
of the Company or a Participating Employer, as that term is
defined by the Vice President of Personnel.
(E) ENHANCEMENT. "Enhancement" means an additional .1667% per
month added to the S&P Crediting Rate and the Variable Interest
Crediting Rate.
(F) INTERNATIONAL FUND CREDITING RATE. "International Fund
Crediting Rate" means the earnings or losses for a day on the
International Fund of the SRSP, or if such fund ceases to exist,
such other fund as selected by the Board or the Committee as most
closely replicates the measure produced by the International Fund
of the SRSP.
(G) LONG TERM GROWTH FUND CREDITING RATE. "Long Term Growth
Fund Crediting Rate" means the earnings or losses for a day of
the Long Term Growth Fund of the SRSP, or if such fund ceases to
exist such other fund as selected by the Board or the Committee
as most closely replicates the measure produced by the Long Term
Growth Fund of the SRSP.
(H) S&P CREDITING RATE. "S&P Crediting Rate" means the earnings
or losses for a day on the S&P Index Fund of the SRSP, or if such
Index Fund ceases to exist, such other index selected by the
Board or the Committee as most closely replicates the measure
produced by the S&P Index Fund of the SRSP.
7
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(I) SRSP. "SRSP" is the Dayton Hudson Corporation Supplemental
Retirement, Savings, and Employee Stock Ownership Plan.
(J) VARIABLE INTEREST CREDITING RATE. "Variable Interest
Crediting Rate" means the earnings or losses for a day on the
Variable Interest Fund of the SRSP, or if such fund ceases to
exist, such other index selected by the Board or the Committee as
most closely replicates the measure produced by the Variable
Interest Fund of the SRSP.
(c) REGULAR CONTRIBUTION. A "Regular Contribution" will be made to the
Account of a Participant who is a Highly Compensated Employee for the
entire plan year. The amount of the Regular Contribution is the sum
of (a) $500 plus (b) 5% times the difference between (i) the
Participant's Base Compensation for the Plan Year and (ii) the $50,000
highly compensated amount, as indexed, calculated pursuant to Sec.
2.7.
(d) SPECIAL SURVIVOR BENEFIT. The "Special Survivor Benefit" is a $5,000
benefit. The Special Survivor Benefit will be paid to the beneficiary
of each Participant whose Termination of Employment occurs after the
Participant is 100% vested in his or her Account and first became a
Participant at least 5 full years prior to the Participant's
Termination of Employment.
(e) SRSP MAKE-UP CONTRIBUTION. The "SRSP Make-Up Contribution" is the
amount of the lost Company matching contribution to the Dayton Hudson
Corporation Supplemental Retirement, Savings, and Employee Stock
Ownership Plan ("SRSP") because a Participant's SRSP contributions
have been limited to comply with ERISA and/or the Internal Revenue
Code. The SRSP Make-Up Contribution will be made as follows:
(i) At the start of the Current Plan Year the Company will
calculate the amount of Company matching contributions a
Participant lost in the previous Plan Year.
(ii) The Company will contribute that amount to the Account of the
Participant, provided that during the entire previous Plan Year
the Participant's contribution rate to the SRSP was the maximum
contribution rate allowable to Highly Compensated Employees.
(iii) The Participant must have been a Highly Compensated Employee
for the previous Plan Year to receive a contribution.
8
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Sec. 4.3 VESTING. A Participant is vested in a percent of his or her
Account as follows:
Years of Vested
Credited Service Percentage
---------------- ----------
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
The amount of a Participant's account that is not vested at Termination of
Employment is forfeited to the Company. Notwithstanding Sec. 2.3, if a
Participant's Termination of Employment occurs before age 55 and 5 years of
Credited Service, the Participant will not receive Credited Service for the year
in which Termination of Employment occurs.
Sec. 4.4 AMOUNT OF SEVERANCE PAY. The amount of the severance pay shall
be the Participant's Account.
Sec. 4.5 LIMITATION ON THE AMOUNT OF SEVERANCE PAY. Notwithstanding the
provisions of Sec. 4.4, the amount of the severance pay under this Plan plus any
other plan or policy of a Participating Employer shall not exceed the equivalent
of twice the Participant's annual compensation during the year immediately
preceding Termination of Employment. In determining said limit, words have the
same meaning as in Department of Labor regulation Section 2510.3-2(b).
Sec. 4.6 PAYMENT OF SEVERANCE PAY. The vested percentage of his Account
shall be paid to the Participant (or to the Participant's beneficiary if
Termination of Employment is a result of death or if the Participant dies before
receiving all payments) as severance pay by the Participant's Participating
Employer or the Company in a single sum as soon as administratively feasible
after the Participant's Termination of Employment, using its customary
administrative process. Provided, however, the Company in its sole discretion
may make payments in installments not to exceed a period of 24 months following
Termination of Employment. The payor will withhold from the payment any taxes
required to be withheld by applicable law. If a Participant becomes a SMG, the
Participant's Account will be transferred to the Deferred Compensation Plan on
January 1 of the Plan Year following the Plan Year in which the Participant
became a SMG and the Participant will not be entitled to any benefits from the
Plan.
Sec. 4.7 REDUCTION IF PARACHUTE PAYMENT. If any part of the benefits
otherwise payable under the Plan would not be deductible by the payor as a
result of the provisions of Section 280G of the Internal Revenue Code of 1986,
or any successor provision thereto, or would be subject to the
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excise tax imposed by Section 4999 of said Code, or any successor provision
thereto, the benefits shall be reduced by the minimum amount necessary that will
result in the full amount of the benefits being deductible and not subject to
the excise tax. Notwithstanding the foregoing, no modification of, or successor
provision to, Section 280G or Section 4999 subsequent to the Effective Date of
this Plan shall cause a reduction in the benefits to a greater extent than they
would have been reduced if said sections had not been modified or superseded
subsequent to the Effective Date of this Plan.
Sec. 4.8 ASSIGNMENT AND ALIENATION OF BENEFITS. Except as required by
law, the benefits under the Plan may not in any manner whatsoever be assigned or
alienated, whether voluntarily or involuntarily, or directly or indirectly.
Sec. 4.9 EDCP AND SMG PLAN. All persons who become Participants in the
EDCP on January 1, 1995 will have the balance of his or her Account transferred
from this Plan to the EDCP effective January 1, 1995. All persons who become
Participants in the EDCP or the SMG Executive Deferred Compensation Plan ("SMG
Plan") after January 1, 1995 will have the balance in their Account in this Plan
transferred on the January 1 they become participants in the EDCP or the SMG
Plan.
ARTICLE V
ADMINISTRATION OF PLAN
Sec. 5.1 ADMINISTRATION BY COMPANY. The Company is the "administrator" of
the Plan for purposes of ERISA. Except as expressly otherwise provided herein,
the Company shall control and manage the operation and administration of the
Plan, make all decisions and determinations incident thereto and construe the
provisions thereof. In carrying out its Plan responsibilities, the Company
shall have discretionary authority to construe the terms of the Plan. Except in
cases where the Plan expressly requires action on behalf of the Company to be
taken by the Board, action on behalf of the Company may be taken by any of the
following:
(a) The Board.
(b) The chief executive officer of the Company.
(c) Any person or persons, natural or otherwise, or committee, to whom
responsibilities for the operation and administration of the Plan are
allocated by the Company, by resolution of the Board or by written
instrument executed by the chief executive officer of the Company and
filed with its permanent records, but action of such person or persons
or committee shall be within the scope of said allocation.
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Sec. 5.2 CERTAIN FIDUCIARY PROVISIONS. For purposes of the Plan:
(a) Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.
(b) A Named Fiduciary, or a fiduciary designated by a Named Fiduciary
pursuant to the provisions of the Plan, may employ one or more persons
to render advice with regard to any responsibility such fiduciary has
under the Plan.
(c) Any time the Plan has more than one Named Fiduciary, if pursuant to
the Plan provisions fiduciary responsibilities are not already
allocated among such Named Fiduciaries, the Company, by action of the
Board or its chief executive officer, may provide for such allocation.
(d) Unless expressly prohibited in the appointment of a Named Fiduciary
which is not the Company acting as provided in Sec. 5.1, such Named
Fiduciary by written instrument may designate a person or persons
other than such Named Fiduciary to carry out any or all of the
fiduciary responsibilities under the Plan of such Named Fiduciary.
(e) A person who is a fiduciary with respect to the Plan, including a
Named Fiduciary, shall be recognized and treated as a fiduciary only
with respect to the particular fiduciary functions as to which such
person has responsibility.
Sec. 5.3 EVIDENCE. Evidence required of anyone under this Plan may be by
certificate, affidavit, document or other instrument which the person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made
or presented by the proper party.
Sec. 5.4 RECORDS. Each Participating Employer, each fiduciary with
respect to the Plan and each other person performing any functions in the
operation or administration of the Plan shall keep such records as may be
necessary or appropriate in the discharge of their respective functions
hereunder, including records required by ERISA or any other applicable law.
Records shall be retained as long as necessary for the proper administration of
the Plan and at least for any period required by ERISA or other applicable law.
Sec. 5.5 GENERAL FIDUCIARY STANDARD. Each fiduciary shall discharge his
duties with respect to the Plan solely in the interests of Participants and with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims.
Sec. 5.6 CLAIMS PROCEDURE. The Company shall establish a claims procedure
consistent with the requirements of ERISA. Such claims procedure shall provide
adequate notice in writing to
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any Participant whose claim for benefits under the Plan has been denied, setting
forth the specific reasons for such denial, written in a manner calculated to be
understood by the claimant and shall afford a reasonable opportunity to a
claimant whose claim for benefits has been denied for a full and fair review by
the appropriate Named Fiduciary of the decision denying the claim.
Sec. 5.7 WAIVER OF NOTICE. Any notice required hereunder may be waived by
the person entitled thereto.
Sec. 5.8 AGENT FOR LEGAL PROCESS. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Company designates some other person as such agent.
Sec. 5.9 INDEMNIFICATION. In addition to any other applicable provisions
for indemnification, the Participating Employers jointly and severally agree to
indemnify and hold harmless, to the extent permitted by law, each director,
officer and Employee of the Participating Employers against any and all
liabilities, losses, costs or expenses (including legal fees) of whatsoever kind
and nature which may be imposed on, incurred by or asserted against such person
at any time by reason of such person's services as a fiduciary in connection
with the Plan, but only if such person did not act dishonestly, or in bad faith
or in willful violation of the law or regulations under which such liability,
loss, cost or expense arises.
ARTICLE VI
AMENDMENT AND TERMINATION
Sec. 6.1 AMENDMENT. The Board may at any time amend the Plan, in whole
or in part, for any reason, including but not limited to tax, accounting or
insurance changes, a result of which may be to terminate the Plan for future
benefits accruals; provided, however, that no amendment shall be effective to
decrease the benefits, nature or timing thereof payable under the Plan to any
Participant with respect to benefits already accrued prior to the date of
such amendment. Written notice of any amendment shall be given to each
Participant then participating in the Plan. Notwithstanding the foregoing,
the Board may at any time amend Sec. 4.2(b) to modify the definition of
"Earnings" in any manner the Board deems appropriate, which amendment may
apply to all Earnings to be credited to Accounts following the date the
amendment is adopted. Notwithstanding the above, the Board authorizes the
Committee to amend the Plan to make changes to the Crediting Rate
Alternatives by either adding any new or deleting any existing Crediting Rate
Alternative, and to impose limitations on selection of or deferral into any
Crediting Rate Alternative by the action of the Committee. Such changes will
be considered an Amendment to this Plan and shall be effective without
further action by the Board.
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Sec. 6.2 AUTOMATIC TERMINATION OF PLAN. The Plan shall terminate only
under the following circumstances. The Plan shall automatically terminate
upon (a) a determination by the Company that a final decision of a court of
competent jurisdiction or the U. S. Department of Labor holding that the Plan
is not a "welfare plan" and is not maintained "primarily for the purpose of
providing deferred compensation for a select group of management or
highly-compensated Employees," and therefore is subject to Parts 2, 3 and 4
of Title I of ERISA, would require that the Plan be funded and would result
in immediate taxation to Participants of their vested Plan benefits, or (b) a
determination by the Company that a final decision of a court of competent
jurisdiction has declared that the Participants under the Plan are in
constructive receipt under the Internal Revenue Code of their vested Plan
benefits.
Sec. 6.3 PAYMENTS UPON AUTOMATIC TERMINATION. Upon any Plan termination
under Sec. 6.2, the Participants will be deemed to have terminated their
enrollment under the Plan as of the date of such termination. The Company will
pay all Participants the value of each Participant's Deferral Accounts in a lump
sum, determined as if each Participant had a Termination of Employment on the
date of such termination of the Plan and elected to be paid as soon as possible
following Termination of Employment.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Sec. 7.1 FUNDING. Benefits are provided solely from the general assets of
the Participating Employers. No funds are segregated for purposes of the Plan.
Participants are general creditors of the Participating Employers.
Sec. 7.2 SEVERABILITY. If any provision of this Plan is held to be
invalid or unenforceable for any reason, such invalidity or unenforceability
shall not affect the other provisions hereof; and the remaining provisions
hereof shall remain in full force and effect. Any court of competent
jurisdiction may so modify the objectionable provision as to make it valid,
reasonable and enforceable.
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Exhibit 10.3 11-29-94
Adopted: 12-14-94
Effective: 1/1/97
Amended 4-10-96
Amended and Restated
Effective: 1-1-97
Amended and Restated
Effective 6-30-97
DAYTON HUDSON CORPORATION
SMG EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE I
GENERAL
Sec. 1.1 NAME OF PLAN. The name of the Plan set forth herein is the
Dayton Hudson Corporation SMG Executive 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
Dayton Hudson Corporation (the "Company") may afford financial security to a
select group of Employees of the Company and its subsidiaries who have
rendered and continue to render valuable services to the Company or its
subsidiaries and who make an important contribution towards the Company's
continued growth and success, by providing for additional future compensation
so that such Employees may be retained and their productive efforts
encouraged.
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) Dayton Hudson Corporation, a Minnesota corporation.
(b) Any successor of Dayton Hudson Corporation (whether direct or
indirect, by purchase of a majority of the outstanding voting
stock of Dayton Hudson Corporation or all or substantially all of
the assets of Dayton Hudson 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
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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. The other Participating Employers on the
Effective Date are:
Dayton's Commercial Interiors, Inc. (Minnesota)
Dayton's Travel Service, Inc. (Minnesota)
Mervyn's (California)
DHC Milwaukee, Inc. (Wisconsin)
DHC Wisconsin, Inc. (Wisconsin)
Marshall Field & Company (Delaware)
Marshall Field Stores, Inc. (Delaware)
Retailers National Bank
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 a select group of management or highly compensated
Employees, subject to the applicable requirements of ERISA. The Plan shall
be administered and construed consistently with said intent. It shall also
be construed and administered according to the laws of the State of Minnesota
to the extent such laws are not preempted by 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.
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.
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(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
construed separately without relation to the context.
ARTICLE II
DEFINITIONS
Sec. 2.1 BALANCED FUND CREDITING RATE. "Balanced Fund Crediting Rate"
means the earnings or losses for a day on the Balanced Fund of the SRSP, or
if such fund ceases to exist, such other fund as selected by the Board or the
Committee as most closely replicates the measure produced by the Balanced
Fund of the SRSP.
Sec. 2.2 BASE SALARY. "Base Salary" is the salary an Employee is
expected to earn in a Benefit Deferral Period, assuming the Employee is
employed for the full Benefit Deferral Period.
Sec. 2.3 BENEFICIARY. "Beneficiary" means the person or persons
designated as such in accordance with Article VI.
Sec. 2.4 BENEFIT DEFERRAL PERIOD. "Benefit Deferral Period" means that
period of one Plan Year as determined pursuant to Article IV over which a
Participant defers a portion of such Participant's Base Salary and/or Bonus.
Sec. 2.5 BONUS. "Bonus" is the bonus under any bonus plan of a
Participating Employer. Any part of a "Bonus" earned in a Benefit Deferral
Period, but otherwise payable in the year following the Benefit Deferral
Period, is governed by the deferral election made for the Benefit Deferral
Period.
Sec. 2.6 BOARD. "Board" means the board of directors of the Company,
and includes any committee thereof authorized to act for said board of
directors.
Sec. 2.7 CONTINUING PARTICIPATING SALARY. "Continuing Participating
Salary" shall be the amount of compensation during the previous Plan Year
necessary to make a Participant a Highly Compensated Employee for the current
Plan Year.
Sec. 2.8 COMMITTEE. "Committee" means the Plan Administrative Committee
appointed in accordance with Section 7.1(d) hereof which is authorized by the
Board of Directors of the Company to act on behalf of the Company in
accordance with the terms of this Plan.
Sec. 2.9 CREDITED SERVICE. "Credited Service" of a Participant means
the number of years of service for vesting purposes a Participant would have
under the applicable defined benefit pension plan of the Company and/or a
Participating Employer.
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Sec. 2.10 CREDITING RATE ALTERNATIVE. "Crediting Rate Alternative"
means the Dayton Hudson Common Stock Fund Crediting Rate, the S&P Crediting
Rate, the Variable Interest Crediting Rate, the Long Term Growth Fund
Crediting Rate, the International Fund Crediting Rate or the Balanced Fund
Crediting Rate.
Sec. 2.11 CUMULATIVE DEFERRAL AMOUNT. "Cumulative Deferral Amount"
means the total cumulative amount by which a Participant's Base Salary and/or
Bonus must be reduced over the period prescribed in Section 4.1. If for a
Plan Year a Matching Allocation for a Participant pursuant to the SRSP cannot
be made because the Before Tax Deposits or After Tax Deposits elected by the
Employee are reduced to comply with the provisions of the SRSP, "Cumulative
Deferral Amount" also includes the amount of the Matching Allocation that
cannot be made. "Cumulative Deferral Amount" also includes amounts
transferred from the HCCAP.
Sec. 2.12 DAYTON HUDSON COMMON STOCK FUND CREDITING RATE. "Dayton
Hudson Common Stock Fund Crediting Rate" means the earnings or losses for a
day of the Dayton Hudson Common Stock Fund of the SRSP, or if such fund
ceases to exist, such other fund as selected by the Board or the Committee as
most closely replicates the measure produced by the Dayton Hudson Common
Stock Fund of the SRSP.
Sec. 2.13 EMG. An "EMG" is a member of the Executive Management Group
of the Company or a Participating Employer, as that term is defined by the
Vice President of Personnel.
Sec. 2.14 DEFERRAL ACCOUNT. "Deferral Account" means the accounts
maintained on the books of account of the Company pursuant to Section 4.2.
Sec. 2.15 EMPLOYEE. "Employee" means a Qualified Employee as that term
is defined in the SRSP.
Sec. 2.16 ENHANCEMENT. "Enhancement" means an additional .1667% per
month added to the S&P Crediting Rate and the Variable Interest Crediting
Rate.
Sec. 2.17 ENROLLMENT AGREEMENT. "Enrollment Agreement" means the
agreement entered into by the Company and an Employee pursuant to which the
Employee becomes a Participant in the Plan. In the sole discretion of the
Company, authorization forms filed by any Participant by which the
Participant makes the elections provided for by this Plan may be treated as a
completed and fully executed Enrollment Agreement for all purposes under the
Plan.
Sec. 2.18 ERISA. "ERISA" means the Employee Retirement Income Security
Act of 1974, as from time to time amended.
Sec. 2.19 HCCAP. "HCCAP" is the Company's Highly Compensated Capital
Accumulation Plan.
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Sec. 2.20 HIGHLY COMPENSATED EMPLOYEE. "Highly Compensated Employee"
means a "Highly Compensated Employee" as that term is defined in the SRSP.
Sec. 2.21 INTERNATIONAL FUND CREDITING RATE. "International Fund
Crediting Rate" means the earnings or losses for a day on the International
Fund of the SRSP, or if such fund ceases to exist, such other fund as
selected by the Board or the Committee as most closely replicates the measure
produced by the International Fund of the SRSP.
Sec. 2.22 LONG TERM GROWTH FUND CREDITING RATE. "Long Term Growth Fund
Crediting Rate" means the earnings or losses for a day of the Long Term
Growth Fund of the SRSP, or if such fund ceases to exist such other fund as
selected by the Board or the Committee as most closely replicates the measure
produced by the Long Term Growth Fund of the SRSP.
Sec. 2.23 NAMED FIDUCIARY. The Company and the Vice President of
Personnel are "Named Fiduciaries" for purposes of ERISA with authority to
control and manage the operation and administration of the Plan. Other
persons are also Named Fiduciaries under ERISA if so provided thereunder or
if so identified by the Company, by action of the Board or the Chief
Executive Officer. Such other person or persons shall have such authority to
control or manage the operation and administration of the Plan as may be
provided by ERISA or as may be allocated by the Company, by action of the
Board, the Chief Executive Officer, or the Vice President of Personnel.
Sec. 2.24 PARTICIPANT. "Participant" means an eligible Employee who has
filed a completed and executed Enrollment Agreement or authorization form
with the Company and is participating in the Plan in accordance with the
provisions of Article IV. "Participant" also means an Employee of the
Company who has a Cumulative Deferral Amount based on Matching Allocation
that could not be made to the SRSP.
Sec. 2.25 PERSON. "Person" means an individual, partnership,
corporation, estate, trust or other entity.
Sec. 2.26 RATE OF RETURN ALTERNATIVE CHANGE FORM. "Rate of Return
Alternative Change Form" means the return form of authorization approved by
the Company by which the Participant notifies the Plan of its choices for
Crediting Rate Alternatives for his account under the Plans.
Sec. 2.27 SIGNATURE. "Signature" or "sign" as used herein shall mean
either the Participant's written signature or the Participant's electronic
signature evidenced by the use of an electronic personal identification
number.
Sec. 2.28 PLAN YEAR. "Plan Year" means the period commencing with the
Effective Date and ending December 31, 1997 and each subsequent calendar year.
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Sec. 2.29 S&P CREDITING RATE. "S&P Crediting Rate" means the earnings
or losses for a month on the S&P Index Fund of the SRSP, or if such Index
Fund ceases to exist, such other index as selected by the Board or the
Committee as most closely replicates the measure produced by the S&P Index
Fund of the SRSP.
Sec. 2.30 SMG. A "SMG" is a member of the Senior Management Group of
the Company or a Participating Employer, as that term is defined by the Vice
President of Personnel.
Sec. 2.31 SRSP. "SRSP" is the Dayton Hudson Corporation Supplemental
Retirement, Savings, and Employee Stock Ownership Plan.
Sec. 2.32 TERMINATION OF EMPLOYMENT. The "Termination of Employment" of
an Employee from his Participating Employer for purposes of the Plan shall be
deemed to occur upon his or her resignation, discharge, retirement, death,
failure to return to active work at the end of an authorized leave of absence
or the authorized extension or extensions thereof, failure to return to work
when duly called following a temporary layoff or upon the happening of any
other event or circumstance which, under the policy of his Participating
Employer as in effect from time to time, results in the termination of the
employer-Employee relationship; provided, however, that "Termination of
Employment" shall not be deemed to occur upon a transfer between any
combination of Participating Employers, affiliates and predecessor employers.
Sec. 2.33 VARIABLE INTEREST CREDITING RATE. "Variable Interest
Crediting Rate" means the earnings or losses for a month on the Variable
Interest Fund of the SRSP, or if such fund ceases to exist, such other index
as selected by the Board as most closely replicates the measure produced by
the Variable Interest Fund of the SRSP.
Sec. 2.34 VICE PRESIDENT OF PERSONNEL. "Vice President of Personnel"
means the most senior officer of the Company who is assigned responsibility
for compensation and benefits matters or such other officer as may be
designated from time to time by the Board of Directors.
Sec. 2.35 YEAR OF VESTING. A "Year of Vesting" is a full year of
participation under HCCAP or a full year of participation in a deferred
compensation plan of the Company.
ARTICLE III
ELIGIBILITY
Sec. 3.1 ELIGIBILITY. An Employee shall be a Participant while, and
only while, he or she is a regular Employee of a Participating Employer,
subject to the following:
(a) An Employee will become a Participant on the first day of the first
Plan Year in which he or she is a Highly Compensated Employee.
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(b) An Employee must be a SMG or EMG on the first day of the Plan Year,
or he or she cannot become a Participant.
(c) If an Employee's Base Salary is below the Continuing Participating
Salary, he or she will continue to be a Participant, but no further
deferrals will be allowed and no SRSP match will be added to the
Cumulative Deferral Amount.
(d) The Employee must complete an enrollment and sign an insurance
consent form in the form that the Company determines in order to
defer Base Salary and/or Bonus. The insurance consent form will
allow the Company to purchase life insurance on the Employee with
the Company as beneficiary.
Sec. 3.2 NO GUARANTEE OF EMPLOYMENT. Participation in the Plan does not
constitute a guarantee or contract of employment with any Participating
Employer. Such participation shall in no way interfere with any rights a
Participating Employer would have in the absence of such participation to
determine the duration of the Employee's employment.
ARTICLE IV
PARTICIPATION AND BENEFITS
Sec. 4.1 ELECTION TO PARTICIPATE. Any Employee of a Participating
Employer who is eligible to participate may enroll in the Plan by completing
the Enrollment Agreement or authorization form with the Company in a form
acceptable to the Company. Pursuant to said Enrollment Agreement or
authorization form, the Employee shall irrevocably designate the percentage
amount by which the Base Salary and/or the percentage amount by which the
Bonus of such Participant would be reduced over the Benefit Deferral Period
next following the execution of the Enrollment Agreement; provided, however,
that:
(a) REDUCTION IN EARNINGS. Except as otherwise provided in this
Section 4.1, the Base Salary and/or Bonus of the Participant for
the Benefit Deferral Period shall be reduced by the amount specified
in the Enrollment Agreement (including any authorization form)
applicable to such Plan Year.
(b) MAXIMUM REDUCTION IN EARNINGS. A Participant may not elect a
Cumulative Deferral Amount that would cause the reduction in Base
Salary in any Plan Year to exceed eighty percent (80%) of the Base
Salary and eighty percent (80%) of the Bonus payable during such
Plan Year or such greater amount or percent of base pay and/or
incentive pay or greater total amount as the Company may permit in
its sole discretion. In no event can Base Salary be reduced below
one hundred and ten
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percent (110%) of the Continuing Participating Salary in the previous
Plan Year. In the event that a Participant elects a Cumulative
Deferral Amount that would violate the limitation described in this
paragraph (b), the election shall be valid except that the Cumulative
Deferral Amount so elected shall automatically be reduced to comply
with such limitation, whichever is most appropriate in the sole
discretion of the Company.
Sec. 4.2 DEFERRAL ACCOUNTS. The Company shall establish and maintain
separate Deferral Accounts for each Participant. The amount by which a
Participant's Base Salary or Bonus are reduced pursuant to Section 4.1 shall
be credited by the Company to the Participant's Deferral Accounts as soon as
administratively possible after the end of each pay cycle in which such Base
Salary or Bonus would otherwise have been paid. The Participant's Deferral
Account shall be credited with the annual SRSP lost Matching Allocation no
later than the last day of January following the year of the lost Matching
Allocation. Such Deferral Accounts shall be debited by the amount of any
payments made by the Company to the Participant or the Participant's
Beneficiary pursuant to this Plan. A separate Deferral Account shall be
maintained for each type of deferral election made and for each Crediting
Rate Alternative.
Sec. 4.3 HCCAP. All persons who become Participants in this Plan on
January 1, 1997 will have the balance of their HCCAP Account transferred to
this Plan effective January 1, 1997. All persons who become Participants in
this Plan after January 1, 1997 will have the balance in their HCCAP account
transferred on the January 1 they become Participants. Unless the
Participant completes a new election, the balances of a participant's HCCAP
account shall be deposited in this Plan in the same Crediting Rate
Alternatives and at the same percentages as in the Participant's HCCAP
account. The Deferral Accounts transferred from HCCAP will be paid in
immediate lump sum payouts after Termination of Employment.
Sec. 4.4 CREDITING RATE ALTERNATIVES. The Participant shall select the
Crediting Rate Alternatives, using full percentages, that are to be applied
to his or her Deferral Accounts. Participants may change their Crediting
Rate Alternatives daily by completing a Rate of Return Alternative Change
Form. If a Participant does not make an election, the Crediting Rate
Alternative will remain the same as previously chosen by Participant. If
Participant has not previously made an election in HCCAP or under this Plan,
the Crediting Rate Alternative will be the S&P Crediting Rate.
Sec. 4.5 BENEFIT PAYMENT ELECTIONS. At the time a Participant executes
an Enrollment Agreement, he or she must also elect the method of benefit
payment and the time to start the benefit. The elections are to be made for
each Plan Year.
(a) METHOD OF BENEFIT PAYMENT. Benefits for each Plan Year can be paid
in a lump sum, five annual installments or ten annual installments.
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(b) COMMENCEMENT OF BENEFIT. The benefit for each Plan Year may be
started as soon as possible following Termination of Employment or
one year following Termination of Employment.
(c) BENEFIT PAYMENT. If no form of benefit payment is elected, the
method of benefit payment shall be lump sum.
Sec. 4.6 CREDITING. Each Deferral Account will be credited on the
balance in the Deferral Account as follows:
(a) EMPLOYEE.
(i) CREDITING RATE ALTERNATIVE. Each Deferral Account of an
Employee will be credited at the end of a day on the balance in
the Deferral account at the beginning of that day using the
Crediting Rate Alternative.
(ii) ENHANCEMENT. The total balance in all Deferral Accounts on
the first day of the month will be credited at the end of the month
at a rate equal to the Enhancement. The amount will be credited
among Participants' Deferral Accounts at the time the Enhancement
is credited in an amount equal to the proportion which each Deferral
Account has to the Participant's entire balance.
(b) TERMINATED EMPLOYEE. Each Deferral Account of an Employee who has
had a Termination of Employment will be credited at the end of a day
on the balance in the Deferral Account at the beginning of that day,
using the Crediting Rate Alternative.
(c) VESTING. Each Employee who has a Termination of Employment and does
not have five Years of Vesting will have his or her Deferral Accounts
revalued using only the Crediting Rate Alternative and not receiving
the Enhancement. Provided, however, if an Employee's Termination of
Employment is because of death or permanent and total disability, or
on or after age 65, the Employee will be treated as if he or she had
five years of vesting.
Sec. 4.7 TIME OF PAYMENT. If a Participant has a Termination of
Employment after age fifty-five or an involuntary termination after age fifty
with ten years of Credited Service, the participant's Deferral Accounts will
be paid pursuant to his or her elections. If a Participant has a Termination
of Employment that does not qualify under the first sentence of this section,
the Participant's Deferral Accounts will be paid in a lump sum as soon as
administratively possible following Termination of Employment.
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Sec. 4.8 STATEMENT OF ACCOUNTS. The Company shall submit to each
Participant, within one hundred twenty days after the close of each Plan
Year, a statement in such form as the Company deems desirable, setting forth
the balance standing to the credit of each Participant in his Deferral
Accounts.
ARTICLE V
CERTAIN BENEFIT PAYMENTS
Sec. 5.1 TERMINATION OF ENROLLMENT IN PLAN. With the written consent of
the Company, a Participant may terminate his or her enrollment in the Plan by
filing with the Company a written request to terminate enrollment. The
Company will consent to the termination of a Participant's enrollment in the
Plan in the event of an unforeseeable financial emergency of the Participant.
An unforeseeable financial emergency shall mean an unexpected need for cash
arising from an illness, casualty loss, sudden financial reversal or other
such unforeseeable occurrence. Cash needs arising from foreseeable events
such as the purchase of a house or education expenses for children shall not
be considered to be the result of an unforeseeable financial emergency. Upon
termination of enrollment, no further reductions shall be made in the
Participant's Base Salary or Bonus pursuant to his or her Enrollment
Agreement, and the Participant shall immediately cease to be eligible for any
benefits under the Plan for the current year other than payments from his or
her Deferral Accounts. In its sole discretion, the Committee may pay the
Deferral Accounts on a date earlier than the Participant's Termination of
Employment with the Participating Employer, in which event the Committee
shall calculate an amount which is appropriate in accordance with the
unforeseeable financial emergency and that amount shall be paid as if the
Participant had a Termination of Employment with the Participating Employer
on the date of such payment
Sec. 5.2 SURVIVOR BENEFITS
(a) DEATH WHILE EMPLOYED. If a Participant dies while employed by a
Participating Employer, the Company will pay the amount in his or
her Deferral Accounts to the Participant's Beneficiary as soon as
possible after death in a lump sum.
(b) DEATH AFTER TERMINATION OF EMPLOYMENT. If a Participant dies
after Termination of Employment, and has not received all of his
or her payments, and the Participant's Beneficiary is his or her
spouse, payments shall be made to the spouse pursuant to the
Participant's payout elections. If the Participant's spouse dies
before receiving all payments, the remaining amount in the Deferral
Accounts will be paid in a lump sum as soon as possible after the
spouse's death to the spouse's estate. If a Participant dies after
Termination of Employment, has not received all of his or her
payments, and the Participant's Beneficiary is a Person other than
his or her spouse, then payment shall be made in a lump sum as soon
as possible after the Participant's death.
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Sec. 5.3 SMALL BENEFIT. In the event that the Company determines in its
sole discretion that the amount of any benefit is too small to make it
administratively convenient to pay such benefit over time, the Company may
pay the benefit in the form of a lump sum, notwithstanding any provision of
this Article or Article IV to the contrary.
Sec. 5.4 WITHHOLDING. To the extent required by the law in effect at
the time payments are made, the Company shall withhold from payments made
hereunder or any other payment owing by the Company to the Participant the
taxes required to be withheld by the federal or any state or local government.
Sec. 5.5 LUMP SUM PAYOUT OPTION. Notwithstanding any other provisions
of the Plan, at any time after Termination of Employment, but not later than
ten years after Termination of Employment of the Participant, a Participant
or a Beneficiary of a deceased Participant may elect to receive an immediate
lump sum payment of 100% of the balance of his or her Deferral Accounts, if
any, reduced by a penalty, which shall be forfeited to the Company, equal to
eight percent of the amount of his or her Deferral Accounts he or she elected
to receive, in lieu of payments in accordance with the form previously
elected by the Participant, or provided elsewhere in this Plan. However, the
penalty shall not apply if the Company determines, based on advice of counsel
or a final determination by the Internal Revenue Service or any court of
competent jurisdiction, that by reason of the foregoing provision any
Participant or Beneficiary has recognized or will recognize gross income for
federal income tax purposes under this Plan in advance of payment to him of
Plan benefits. The Company shall notify all Participants (and Beneficiaries
of deceased Participants) of any such determination. Whenever any such
determination is made, the Company shall refund all penalties which were
imposed hereunder on account of making lump sum payments at any time during
or after the first year to which such determination applies (i.e., the first
year when gross income is recognized for federal income tax purposes).
Interest shall be paid on any such refunds at Variable Interest Crediting
Rate for each Plan Year, compounded annually. The Committee may also reduce
or eliminate the penalty if it determines that this action will not cause any
Participant or Beneficiary to recognize gross income for federal income tax
purposes under this Plan in advance of payment to him of Plan benefits.
ARTICLE VI
BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate any
person or persons as Beneficiary or Beneficiaries to whom payment under this
Plan shall be made in the event of the Participant's death prior to complete
distribution to the Participant of the benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing
with the Company during the Participant's lifetime on a form prescribed by
the Company.
The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. Any finalized divorce or marriage
(other than a common law marriage) of a
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Participant subsequent to the date of filing of a Beneficiary designation
form shall revoke such designation unless in the case of divorce the previous
spouse was not designated as Beneficiary and unless in the case of marriage
the Participant's new spouse had previously been designated as Beneficiary.
If a Participant fails to designate a Beneficiary as provided above, or
if his or her Beneficiary designation is revoked by marriage, divorce or
otherwise without execution of a new designation, or if all designated
Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant's benefits, then the Company shall direct the
distribution of such benefits to the Participant's spouse, if any, and if
there is no spouse to the Participant's estate.
ARTICLE VII
ADMINISTRATION OF PLAN
Sec. 7.1 ADMINISTRATION BY COMPANY. The Company is the "administrator"
of the Plan for purposes of ERISA. Except as expressly otherwise provided
herein, the Company shall control and manage the operation and administration
of the Plan, make all decisions and determinations incident thereto and
construe the provisions thereof. In carrying out its Plan responsibilities,
the Company shall have discretionary authority to construe the terms of the
Plan. Except in cases where the Plan expressly requires action on behalf of
the Company to be taken by the Board, action on behalf of the Company may be
taken by any of the following:
(a) The Board.
(b) The Chief Executive Officer of the Company.
(c) The Vice President of Personnel of the Company.
(d) Any person or persons, natural or otherwise, or committee, to whom
responsibilities for the operation and administration of the Plan
are allocated by the Company, by resolution of the Board or by
written instrument executed by the Chief Executive Officer or the
Vice President of Personnel of the Company and filed with its
permanent records, but action of such person or persons or committee
shall be within the scope of said allocation.
Sec. 7.2 CERTAIN FIDUCIARY PROVISIONS. For purposes of the Plan:
(a) Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan.
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(b) A Named Fiduciary, or a fiduciary designated by a Named Fiduciary
pursuant to the provisions of the Plan, may employ one or more
persons to render advice with regard to any responsibility such
fiduciary has under the Plan.
(c) Any time the Plan has more than one Named Fiduciary, if pursuant to
the Plan provisions fiduciary responsibilities are not already
allocated among such Named Fiduciaries, the Company, by action of
the Board or its chief executive officer, may provide for such
allocation.
(d) Unless expressly prohibited in the appointment of a Named Fiduciary
which is not the Company acting as provided in Sec. 7.1, such Named
Fiduciary by written instrument may designate a person or persons
other than such Named Fiduciary to carry out any or all of the
fiduciary responsibilities under the Plan of such Named Fiduciary.
(e) A person who is a fiduciary with respect to the Plan, including a
Named Fiduciary, shall be recognized and treated as a fiduciary only
with respect to the particular fiduciary functions as to which such
person has responsibility.
Sec. 7.3 EVIDENCE. Evidence required of anyone under this Plan may be
by certificate, affidavit, document or other instrument which the person
acting in reliance thereon considers to be pertinent and reliable and to be
signed, made or presented by the proper party.
Sec. 7.4 RECORDS. Each Participating Employer, each fiduciary with
respect to the Plan and each other person performing any functions in the
operation or administration of the Plan shall keep such records as may be
necessary or appropriate in the discharge of their respective functions
hereunder, including records required by ERISA or any other applicable law.
Records shall be retained as long as necessary for the proper administration
of the Plan and at least for any period required by ERISA or other applicable
law.
Sec. 7.5 GENERAL FIDUCIARY STANDARD. Each fiduciary shall discharge his
duties with respect to the Plan solely in the interests of Participants and
with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character
and with like aims.
Sec. 7.6 WAIVER OF NOTICE. Any notice required hereunder may be waived
by the person entitled thereto.
Sec. 7.7 AGENT FOR LEGAL PROCESS. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan,
unless and until the Company designates some other person as such agent.
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Sec. 7.8 INDEMNIFICATION. In addition to any other applicable
provisions for indemnification, the Participating Employers jointly and
severally agree to indemnify and hold harmless, to the extent permitted by
law, each director, officer and Employee of the Participating Employers
against any and all liabilities, losses, costs or expenses (including legal
fees) of whatsoever kind and nature which may be imposed on, incurred by or
asserted against such person at any time by reason of such person's services
as a fiduciary in connection with the Plan, but only if such person did not
act dishonestly, or in bad faith or in willful violation of the law or
regulations under which such liability, loss, cost or expense arises.
ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN
Sec. 8.1 AMENDMENT. The Board may at any time amend the Plan, in whole
or in part, for any reason, including but not limited to tax, accounting or
insurance changes, a result of which may be to terminate the Plan for future
deferrals; provided, however, that no amendment shall be effective to
decrease the benefits, nature or timing thereof payable under the Plan to any
Participant with respect to deferrals made (and benefits thereafter accruing)
prior to the date of such amendment. Notwithstanding the above, the Board
authorizes the Committee to amend the Plan to make changes to the Crediting
Rate Alternatives by either adding any new or deleting any existing Crediting
Rate Alternative, and to impose limitations on selection or deferral into any
Crediting Rate Alternative by the action of the Committee. Such changes will
be considered an Amendment to this Plan and shall be effective without
further action by the Board. Written notice of any amendment shall be given
to each Participant then participating in the Plan.
Sec. 8.2 AUTOMATIC TERMINATION OF PLAN. The Plan shall terminate only
under the following circumstances. The Plan shall automatically terminate
upon (a) a determination by the Company that a final decision of a court of
competent jurisdiction or the U. S. Department of Labor holding that the Plan
is not maintained "primarily for the purpose of providing deferred
compensation for a select group of management or highly-compensated
Employees," and therefore is subject to Parts 2, 3 and 4 of Title I of ERISA,
would require that the Plan be funded and would result in immediate taxation
to Participants of their vested Plan benefits, or (b) a determination by the
Company that a final decision of a court of competent jurisdiction has
declared that the Participants under the Plan are in constructive receipt
under the Internal Revenue Code of their vested Plan benefits.
Sec. 8.3 PAYMENTS UPON AUTOMATIC TERMINATION. Upon any Plan termination
under Sec. 8.2, the Participants will be deemed to have terminated their
enrollment under the Plan as of the date of such termination. The Company
will pay all Participants the value of each Participant's Deferral Accounts
in a lump sum, determined as if each Participant had a Termination of
Employment on the date of such termination of the Plan and elected to be paid
as soon as possible following Termination of Employment.
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ARTICLE IX
MISCELLANEOUS
Sec. 9.1 UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, claims or interests in any specific property or assets of the Company
or a Participating Employer, nor shall they be beneficiaries of, or have any
rights, claims or interests in any life insurance policies, annuity contracts
or the proceeds therefrom owned or which may be acquired by the Company
("Policies"). Such Policies or other assets of Participating Employers shall
not be held under any trust (except they may be placed in a Rabbi Trust) for
the benefit of Participants, their Beneficiaries, heirs, successors or
assigns, or held in any way as collateral security for the fulfilling of the
obligations of Participating Employers under this Plan. Any and all of a
Participating Employer's assets and Policies shall be, and remain, the
general, unpledged, unrestricted assets of the Participating Employer.
Participating Employers obligations under the Plan shall be merely that of an
unfunded and unsecured promise of a Participating Employer to pay money in
the future.
Sec. 9.2 NONASSIGNABILITY. Neither a Participant nor any other person
shall have any right to sell, assign, transfer, pledge, anticipate, mortgage,
commute or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, or
interest therein which are, and all rights to which are, expressly declared
to be unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure or sequestration for
the payment of any debts, judgments, alimony or separate maintenance owed by
a Participant or any other person, not be transferable by operation of law in
the event of a Participant's or any other person's bankruptcy or insolvency.
Sec. 9.3 PROTECTIVE PROVISIONS. Each Participant shall cooperate with
the Company by furnishing any and all information requested by the Company in
order to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses so to
cooperate, the Company shall have no further obligation to the Participant
under the Plan, other than payment to such Participant of the cumulative
reductions in base salary and or bonus theretofore made pursuant to this
Plan. If a Participant commits suicide during the two (2) year period
beginning on the later of (a) the date of adoption of this Plan or (b) the
first day of the first Plan Year of such Participant's participation in the
Plan, or if the Participant makes any material misstatement of information or
nondisclosure of medical history, then no benefits will be payable hereunder
to such Participant or his Beneficiary, other than payment to such
Participant of the cumulative reductions in Base Salary and or Bonus
theretofore made pursuant to this Plan, provided, that in the Company's sole
discretion, benefits may be payable in an amount reduced to compensate the
Company for any loss, cost, damage or expense suffered or incurred by the
Company as a result in any way of such misstatement or nondisclosure.
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Sec. 9.4 VALIDITY. In the event any provision of this Plan is held
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.
Sec. 9.5 NOTICE. Any notice or filing required or permitted to be given
to the Company under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the principal office
of the Company, directed to the attention of the President of the Company.
Such notice shall be deemed given as of the date of delivery or, if delivery
is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
Sec. 9.6 APPLICABLE LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Minnesota as applied to contracts
executed and to be wholly performed in such state.
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Exhibit 10.4
2-10-94
Adopted: 12-14-94
Amended 4-10-96
Effective: 1-1-97
Amended and Restated
Effective 6-30-97
DAYTON HUDSON CORPORATION
DIRECTOR DEFERRED COMPENSATION PLAN
ARTICLE I
GENERAL
Sec. 1.1 NAME OF PLAN. The name of the Plan set forth herein is the
Dayton Hudson 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
Dayton Hudson 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) Dayton Hudson Corporation, a Minnesota corporation.
(b) Any successor of Dayton Hudson Corporation (whether direct or
indirect, by purchase of a majority of the outstanding voting
stock of Dayton Hudson Corporation or all or substantially all
of the assets of Dayton Hudson 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.
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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
construed separately without relation to the context.
ARTICLE II
DEFINITIONS
Sec. 2.1 BALANCED FUND CREDITING RATE. "Balanced Fund Crediting Rate"
means the earnings or losses for a day on the Balanced Fund of the SRSP, or if
such fund ceases to exist, such other fund as selected by the Board or the
Committee as most closely replicates the measure produced by the Balanced Fund
of the SRSP.
Sec. 2.2 BENEFICIARY. "Beneficiary" means the person or persons
designated as such in accordance with Article VI.
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Sec. 2.3 BENEFIT DEFERRAL PERIOD. "Benefit Deferral Period" means that
period of one Plan Year as determined pursuant to Article IV over which a
Participant defers a portion of such Participant's Earnings.
Sec. 2.4 BOARD. "Board" means the board of directors of the Company, and
includes any committee thereof authorized to act for said board of directors.
Sec. 2.5 COMMITTEE. "Committee" means the Plan Administrative Committee
appointed in accordance with Section 7.1(d) hereof which is authorized by the
Board of Directors of the Company to act on behalf of the Company in accordance
with the terms of this Plan.
Sec. 2.6 CREDITING RATE ALTERNATIVE. "Crediting Rate Alternative" means
the Dayton Hudson Common Stock Fund Crediting Rate, the S&P Crediting Rate, the
Variable Interest Crediting Rate, the Long Term Growth Fund Crediting Rate, the
International Fund Crediting Rate or the Balanced Fund Crediting Rate.
Sec. 2.7 CUMULATIVE DEFERRAL AMOUNT. "Cumulative Deferral Amount" means
the total cumulative amount by which a Participant's Earnings must be reduced
over the period prescribed in Section 4.1.
Sec. 2.8 DAYTON HUDSON COMMON STOCK FUND CREDITING RATE. "Dayton Hudson
Common Stock Fund Crediting Rate" means the earnings or losses for a day of the
Dayton Hudson Common Stock Fund of the SRSP, or if such fund ceases to exist,
such other fund as selected by the Board or the Committee as most closely
replicates the measure produced by the Dayton Hudson Common Stock Fund of the
SRSP.
Sec. 2.9 DEFERRAL ACCOUNT. "Deferral Account" means the accounts
maintained on the books of account of the Company pursuant to Section 4.2.
Sec. 2.10 DIRECTOR. "Director" means any person who is a director of the
Company or another Participating Employer but who is not an Employee of a
Participating Employer.
Sec. 2.11 EARNINGS. "Earnings" means the total fees paid to a Participant
for service on the Board (or any committee thereof) or on a board of a
Participating Employer.
Sec. 2.12 EMPLOYEE. "Employee" means a Qualified Employee as that term is
defined in the SRSP.
Sec. 2.13 ENHANCEMENT. "Enhancement" means an additional .1667% per month
added to each Crediting Rate Alternative.
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Sec. 2.14 ENROLLMENT AGREEMENT. "Enrollment Agreement" means the
agreement entered into by the Company and a Director pursuant to which the
Director becomes a Participant in the Plan. In the sole discretion of the
Company, authorization forms filed by any Participant by which the Participant
makes the elections provided for by this Plan may be treated as a completed and
fully executed Enrollment Agreement for all purposes under the Plan.
Sec. 2.15 INTERNATIONAL FUND CREDITING RATE. "International Fund
Crediting Rate" means the earnings or losses for a day on the International Fund
of the SRSP, or if such fund ceases to exist, such other fund as selected by the
Board or the Committee as most closely replicates the measure produced by the
International Fund of the SRSP.
Sec. 2.16 PARTICIPANT. "Participant" means an eligible Director who has
filed a completed and executed Enrollment Agreement or authorization form with
the Company and is participating in the Plan in accordance with the provisions
of Article IV.
Sec. 2.17 LONG TERM GROWTH FUND CREDITING RATE. "Long Term Growth Fund
Crediting Rate" means the earnings or losses for a day of the Long Term Growth
Fund of the SRSP, or if such fund ceases to exist such other fund as selected by
the Board or the Committee as most closely replicates the measure produced by
the Long Term Growth Fund of the SRSP.
Sec. 2.18 PERSON. "Person" means an individual, partnership, corporation,
estate, trust or other entity.
Sec. 2.19 PLAN YEAR. "Plan Year" means the period commencing with the
Effective Date and ending December 31, 1997 and each subsequent calendar year.
Sec. 2.20 RATE OF RETURN ALTERNATIVE CHANGE FORM. "Rate of Return
Alternative Change Form" means the form of authorization approved by the Company
by which the Participant notifies the Plan of its choices for Crediting Rate
Alternatives for his account under the Plans.
Sec. 2.21 RETIREMENT. "Retirement" shall mean when the Director ceases to
be a director of all Participating Employers.
Sec. 2.22 S&P CREDITING RATE. "S&P Crediting Rate" means the earnings or
losses for a day on the S&P Index Fund of the SRSP, or if such Index Fund ceases
to exist, such other index as selected by the Board or the Committee as most
closely replicates the measure produced by the S&P Index Fund of the SRSP.
Sec. 2.23 SRSP. "SRSP" is the Dayton Hudson Corporation Supplemental
Retirement, Savings, and Employee Stock Ownership Plan.
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Sec. 2.24 SIGNATURE. "Signature" or "sign" as used herein shall mean
either the Participant's written signature or the Participant's electronic
signature evidenced by the use of an electronic personal identification number.
Sec. 2.25 VARIABLE INTEREST CREDITING RATE. "Variable Interest Crediting
Rate" means the earnings or losses for a day on the Variable Interest Fund of
the SRSP, or if such fund ceases to exist, such other index as selected by the
Board or the Committee as most closely replicates the measure produced by the
Variable Interest Fund of the SRSP.
ARTICLE III
ELIGIBILITY
Sec. 3.1 ELIGIBILITY. A Director shall be a Participant while, and only
while, he or she is a director of a Participating Employer, subject to the
following:
(a) The Director must complete an enrollment and sign an insurance
consent form, in the form that the Company determines in
order to defer Earnings. The insurance consent form will
allow the Company to purchase life insurance on the
Director with the Company as beneficiary.
Sec. 3.2 NO GUARANTEE OF CONTINUED DIRECTORSHIP. Participation in the
Plan does not constitute a guarantee or contract with any Participating Employer
guaranteeing that the Director will continue to be a director. Such
participation shall in no way interfere with any rights the shareholders of a
Participating Employer would have in the absence of such participation to
determine the duration of the director's service.
ARTICLE IV
PARTICIPATION AND BENEFITS
Sec. 4.1 ELECTION TO PARTICIPATE. Any Director of a Participating
Employer who is eligible to participate may enroll in the Plan by filing a
completed and fully executed Enrollment Agreement or authorization form with the
Company. Pursuant to said Enrollment Agreement or authorization form, the
Director shall irrevocably designate a percent by which the Earnings of such
Participant would be reduced over the Benefit Deferral Period next following the
execution of the Enrollment Agreement; provided, however, that:
(a) REDUCTION IN EARNINGS. Except as otherwise provided
in this Section 4.1, the Earnings of the Participant for the
Benefit Deferral Period shall be reduced by the amount specified
in the Enrollment Agreement (including any authorization form)
applicable to such Plan Year.
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(b) MAXIMUM REDUCTION IN EARNINGS. A Participant may not
elect a Cumulative Deferral Amount that would cause the reduction
in Earnings to exceed one hundred percent (100%) of Earnings
payable during such Plan Year. In the event that a Participant
elects a Cumulative Deferral Amount that would violate the
limitation described in this paragraph (c), the election shall be
valid except that the Cumulative Deferral Amount so elected shall
automatically be reduced to comply with such limitation.
Sec. 4.2 DEFERRAL ACCOUNTS. The Company shall establish and maintain
separate Deferral Accounts for each Participant. The amount by which a
Participant's Earnings are reduced pursuant to Section 4.1 shall be credited by
the Company to the Participant's Deferral Accounts as soon as administratively
possible after each payment would otherwise have been paid. Such Deferral
Accounts shall be debited by the amount of any payments made by the Company to
the Participant or the Participant's Beneficiary pursuant to this Plan. A
separate Deferral Account shall be maintained for each type of deferral election
made and for each Crediting Rate Alternative.
Sec. 4.3 CREDITING RATE ALTERNATIVES. The Participant shall select the
Crediting Rate Alternatives, using full percentages, that are to be applied to
his or her Deferral Accounts. Participants may change their Crediting Rate
Alternatives daily, by completing a Rate of Return Alternative Change Form. If
a Participant does not make an election, the Crediting Rate Alternative will be
the S&P Crediting Rate.
Sec. 4.4 BENEFIT PAYMENT ELECTIONS. At the time a Participant completes
an Enrollment Agreement, he or she must also elect the method of benefit payment
and the time to start the benefit. The elections are to be made for each Plan
Year.
(a) METHOD OF BENEFIT PAYMENT. Benefits for each Plan
Year can be paid in a lump sum, five annual installments or ten
annual installments.
(b) COMMENCEMENT OF BENEFIT. The benefit for each Plan
Year may be started as soon as possible following Retirement or
one year following Retirement.
Sec. 4.5 CREDITING. Each Deferral Account will be credited on the balance
in the Deferral Account as follows:
(a) DIRECTOR.
(i) CREDITING RATE ALTERNATIVE. Each Deferral
Account of a Director will be credited at the end of a day
on the balance in the Deferral Account at the beginning of
that day using the Crediting Rate Alternative.
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(ii) ENHANCEMENT. The total balance in all Deferral
Accounts on the first day of the month will be credited
at the end of the month at a rate equal to the
Enhancement. The amount will be credited among
Participants' Deferral Accounts at the time the
Enhancement is credited in an amount equal to the
proportion which each Deferral Account has to the
Participant's entire balance.
(b) FORMER DIRECTOR. Each Deferral Account of a Director
who has had a Retirement will be credited at the end of a day on
the balance in the Deferral Account at the beginning of that day,
using the Crediting Rate Alternative.
Sec. 4.6 STATEMENT OF ACCOUNTS. The Company shall submit to each
Participant, within one hundred twenty days after the close of each Plan Year, a
statement in such form as the Company deems desirable, setting forth the balance
standing to the credit of each Participant in his Deferral Accounts.
ARTICLE V
CERTAIN BENEFIT PAYMENTS
Sec. 5.1 TERMINATION OF ENROLLMENT IN PLAN. With the written consent of
the Company, a Participant may terminate his or her enrollment in the Plan by
filing with the Company a written request to terminate enrollment. The
Committee will review the request on behalf of the Company and will consent to
the termination of a Participant's enrollment in the Plan in the event of an
unforeseeable financial emergency of the Participant. An unforeseeable
financial emergency shall mean an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal or other such unforeseeable
occurrence. Cash needs arising from foreseeable events such as the purchase of
a house or education expenses for children shall not be considered to be the
result of an unforeseeable financial emergency. Upon termination of enrollment,
no further reductions shall be made in the Participant's Earnings pursuant to
his or her Enrollment Agreement, and the Participant shall immediately cease to
be eligible for any benefits under the Plan other than payments from his or her
Deferral Accounts for the current Plan Year. In its sole discretion, the
Committee may pay the Deferral Accounts on a date earlier than the Participant's
Retirement with the Participating Employer, in which event the Committee shall
calculate an amount which is appropriate in accordance with the unforeseeable
financial emergency and that amount shall be paid as if the Participant had a
Retirement with the Participating Employer on the date of such payment.
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Sec. 5.2 SURVIVOR BENEFITS
(a) DEATH WHILE EMPLOYED. If a Participant dies while a
Director of a Participating Employer, the Company will pay the
amount in his or her Deferral Accounts to the Participant's
Beneficiary as soon as possible after death in a lump sum.
(b) DEATH AFTER RETIREMENT. If a Participant dies
after Retirement, and has not received all of his or her
payments, and the Participant's Beneficiary is his or her
spouse, payments shall be made to the spouse pursuant to the
Participant's payout elections. If the Participant's spouse
dies before receiving all payments, the remaining amount in the
Deferral Accounts will be paid in a lump sum as soon as possible
after the spouse's death to the spouse's estate. If a
Participant dies after Retirement, has not received all of his
or her payments and the Participant's Beneficiary is a Person
other than his or her spouse, then payment shall be made in a
lump sum as soon as possible after the Participant's death.
Sec. 5.3 SMALL BENEFIT. In the event that the Company determines in its
sole discretion that the amount of any benefit is too small to make it
administratively convenient to pay such benefit over time, the Company may pay
the benefit in the form of a lump sum, or reduce the number of installments
notwithstanding any provision of this Article or Article IV to the contrary.
Sec. 5.4 WITHHOLDING. To the extent required by the law in effect at the
time payments are made, the Company shall withhold from payments made hereunder
or any other payment owing by the Company to the Participant the taxes required
to be withheld by the federal or any state or local government.
Sec. 5.5 LUMP SUM PAYOUT OPTION. Notwithstanding any other provisions of
the Plan, at any time after Retirement, but not later than ten years after
Retirement of the Participant, a Participant or a Beneficiary of a deceased
Participant may elect to receive an immediate lump sum payment of 100% of the
balance of his or her Deferral Accounts, if any, reduced by a penalty, which
shall be forfeited to the Company, equal to eight percent of the amount of his
or her Deferral Accounts he or she elected to receive, in lieu of payments in
accordance with the form previously elected by the Participant, or provided
elsewhere in this Plan. However, the penalty shall not apply if the Company
determines, based on advice of counsel or a final determination by the Internal
Revenue Service or any court of competent jurisdiction, that by reason of the
foregoing provision any Participant or Beneficiary has recognized or will
recognize gross income for federal income tax purposes under this Plan in
advance of payment to him of Plan benefits. The Company shall notify all
Participants (and Beneficiaries of deceased Participants) of any such
determination. Whenever any such determination is made, the Company shall
refund all penalties which were imposed hereunder on account of making lump sum
payments at any time during or after the first year to
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which such determination applies (i.e., the first year when gross income is
recognized for federal income tax purposes). Interest shall be paid on any
such refunds at the Variable Interest Crediting Rate for each Plan Year,
compounded annually. The Committee may also reduce or eliminate the penalty
if it determines that this action will not cause any Participant or
Beneficiary to recognize gross income for federal income tax purposes under
this Plan in advance of payment to him of Plan benefits.
ARTICLE VI
BENEFICIARY DESIGNATION
Each Participant shall have the right, at any time, to designate any person
or persons as Beneficiary or Beneficiaries to whom payment under this Plan shall
be made in the event of the Participant's death prior to complete distribution
to the Participant of the benefits due under the Plan. Each Beneficiary
designation shall become effective only when filed in writing with the Company
during the Participant's lifetime on a form prescribed by the Company.
The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. Any finalized divorce or marriage
(other than a common law marriage) of a Participant subsequent to the date of
filing of a Beneficiary designation form shall revoke such designation unless in
the case of divorce the previous spouse was not designated as Beneficiary and
unless in the case of marriage the Participant's new spouse had previously been
designated as Beneficiary.
If a Participant fails to designate a Beneficiary as provided above, or if
his or her Beneficiary designation is revoked by marriage, divorce or otherwise
without execution of a new designation, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's benefits, then the Company shall direct the distribution of such
benefits to the Participant's spouse, if any, and if there is no spouse to the
Participant's estate.
ARTICLE VII
ADMINISTRATION OF PLAN
Sec. 7.1 ADMINISTRATION BY COMPANY. The Company is the "administrator" of
the Plan. Except as expressly otherwise provided herein, the Company shall
control and manage the operation and administration of the Plan, make all
decisions and determinations incident thereto and construe the provisions
thereof. In carrying out its Plan responsibilities, the Company shall have
discretionary authority to construe the terms of the Plan. Except in cases
where the Plan expressly requires action on behalf of the Company to be taken by
the Board, action on behalf of the Company may be taken by any of the following:
(a) The Board.
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(b) The Chief Executive Officer of the Company.
(c) The Vice President of Personnel of the Company.
(d) Any person or persons, natural or otherwise, or
committee, to whom responsibilities for the operation and
administration of the Plan are allocated by the Company, by
resolution of the Board or by written instrument executed by the
Chief Executive Officer or the Vice President of Personnel of the
Company and filed with its permanent records, but action of such
person or persons or committee shall be within the scope of said
allocation.
Sec. 7.2 CERTAIN FIDUCIARY PROVISIONS. For purposes of the Plan:
(a) Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan.
(b) A Named Fiduciary, or a fiduciary designated by a Named Fiduciary
pursuant to the provisions of the Plan, may employ one or more
persons to render advice with regard to any responsibility such
fiduciary has under the Plan.
(c) Any time the Plan has more than one Named Fiduciary,
if pursuant to the Plan provisions fiduciary responsibilities are
not already allocated among such Named Fiduciaries, the Company,
by action of the Board or its chief executive officer, may
provide for such allocation.
(d) Unless expressly prohibited in the appointment of a
Named Fiduciary which is not the Company acting as provided in
Sec. 7.1, such Named Fiduciary by written instrument may
designate a person or persons other than such Named Fiduciary to
carry out any or all of the fiduciary responsibilities under the
Plan of such Named Fiduciary.
(e) A person who is a fiduciary with respect to the Plan,
including a Named Fiduciary, shall be recognized and treated as
a fiduciary only with respect to the particular fiduciary
functions as to which such person has responsibility.
Sec. 7.3 EVIDENCE. Evidence required of anyone under this Plan may be by
certificate, affidavit, document or other instrument which the person acting in
reliance thereon considers to be pertinent and reliable and to be signed, made
or presented by the proper party.
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Sec. 7.4 RECORDS. Each Participating Employer, each fiduciary with
respect to the Plan and each other person performing any functions in the
operation or administration of the Plan shall keep such records as may be
necessary or appropriate in the discharge of their respective functions
hereunder, including records required by applicable law. Records shall be
retained as long as necessary for the proper administration of the Plan and at
least for any period required by applicable law.
Sec. 7.5 GENERAL FIDUCIARY STANDARD. Each fiduciary shall discharge his
duties with respect to the Plan solely in the interests of Participants and with
the care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims.
Sec. 7.6 WAIVER OF NOTICE. Any notice required hereunder may be waived by
the person entitled thereto.
Sec. 7.7 AGENT FOR LEGAL PROCESS. The Company shall be the agent for
service of legal process with respect to any matter concerning the Plan, unless
and until the Company designates some other person as such agent.
Sec. 7.8 INDEMNIFICATION. In addition to any other applicable provisions
for indemnification, the Participating Employers jointly and severally agree to
indemnify and hold harmless, to the extent permitted by law, each director,
officer and employee of the Participating Employers against any and all
liabilities, losses, costs or expenses (including legal fees) of whatsoever kind
and nature which may be imposed on, incurred by or asserted against such person
at any time by reason of such person's services as a fiduciary in connection
with the Plan, but only if such person did not act dishonestly, or in bad faith
or in willful violation of the law or regulations under which such liability,
loss, cost or expense arises.
ARTICLE VIII
AMENDMENT AND TERMINATION OF PLAN
Sec. 8.1 AMENDMENT. The Board may at any time amend the Plan, in whole or
in part, for any reason, including but not limited to tax, accounting or
insurance changes, a result of which may be to terminate the Plan for future
deferrals; provided, however, that no amendment shall be effective to decrease
the benefits, nature or timing thereof payable under the Plan to any Participant
with respect to deferrals made (and benefits thereafter accruing) prior to the
date of such amendment. Written notice of any amendment shall be given to each
Participant then participating in the Plan. Notwithstanding the above, the Board
authorizes the Committee to amend the Plan to make changes to the Crediting Rate
Alternatives by either adding any new or deleting any existing Crediting Rate
Alternative, and to impose limitations on selection of or deferral into any
Crediting Rate Alternative by the action of the Committee.
11
<PAGE>
Such changes will be considered an Amendment to this Plan and shall be
effective without further action by the Board.
Sec. 8.2 AUTOMATIC TERMINATION OF PLAN. The Plan shall terminate only
under the following circumstances. The Plan shall automatically terminate upon
a determination by the Company that a final decision of a court of competent
jurisdiction has declared that the Participants under the Plan are in
constructive receipt under the Internal Revenue Code of their vested Plan
benefits.
Sec. 8.3 PAYMENTS UPON AUTOMATIC TERMINATION. Upon any Plan termination
under Sec. 8.2, the Participants will be deemed to have terminated their
enrollment under the Plan as of the date of such termination. The Company will
pay all Participants the value of each Participant's Deferral Accounts in a lump
sum, determined as if each Participant had a Termination of Employment on the
date of such termination of the Plan and elected to be paid as soon as possible
following Termination of Employment.
ARTICLE IX
MISCELLANEOUS
Sec. 9.1 UNSECURED GENERAL CREDITOR. Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, claims or interests in any specific property or assets of the Company or
a Participating Employer, nor shall they be beneficiaries of, or have any
rights, claims or interests in any life insurance policies, annuity contracts or
the proceeds therefrom owned or which may be acquired by the Company
("Policies"). Such Policies or other assets of Participating Employers shall
not be held under any trust (except they may be placed in a Rabbi Trust) for the
benefit of Participants, their Beneficiaries, heirs, successors, or assigns, or
held in any way as collateral security for the fulfilling of the obligations of
Participating Employers under this Plan. Any and all of a Participating
Employer's assets and Policies shall be, and remain, the general, unpledged,
unrestricted assets of the Participating Employer. Participating Employers
obligations under the Plan shall be merely that of an unfunded and unsecured
promise of a Participating Employer to pay money in the future.
Sec. 9.2 NONASSIGNABILITY. Neither a Participant nor any other person
shall have any right to sell, assign, transfer, pledge, anticipate, mortgage,
commute or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, or interest
therein which are, and all rights to which are, expressly declared to be
unassignable and non-transferable. No part of the amounts payable shall, prior
to actual payment, be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency
12
<PAGE>
Sec. 9.3 PROTECTIVE PROVISIONS. Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant refuses so to
cooperate, the Company shall have no further obligation to the Participant under
the Plan, other than payment to such Participant of the cumulative reductions in
Earnings theretofore made pursuant to this Plan. If a Participant commits
suicide during the two (2) year period beginning on the later of (a) the date of
adoption of this Plan or (b) the first day of the first Plan Year of such
Participant's participation in the Plan, or if the Participant makes any
material misstatement of information or nondisclosure of medical history, then
no benefits will be payable hereunder to such Participant or his Beneficiary,
other than payment to such Participant of the cumulative reductions in Earnings
theretofore made pursuant to this Plan, provided, that in the Company's sole
discretion, benefits may be payable in an amount reduced to compensate the
Company for any loss, cost, damage or expense suffered or incurred by the
Company as a result in any way of such misstatement or nondisclosure.
Sec. 9.4 VALIDITY. In the event any provision of this Plan is held
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.
Sec. 9.5 NOTICE. Any notice or filing required or permitted to be given
to the Company under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the principal office of
the Company, directed to the attention of the President of the Company. Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.
Sec. 9.6 APPLICABLE LAW. This Plan shall be governed and construed in
accordance with the laws of the State of Minnesota as applied to contracts
executed and to be wholly performed in such state.
13
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Dayton Hudson Corporation Executive Deferred
Compensation Plan, the Dayton Hudson Corporation Highly Compensated Capital
Accumulation Plan, the Dayton Hudson Corporation SMG Executive Deferred
Compensation Plan and the Dayton Hudson Corporation Director Deferred
Compensation Plan of our reports dated March 3, 1997 with respect to the
consolidated financial statements of Dayton Hudson Corporation incorporated
by reference in its Annual Report on Form 10-K for the year ended February 1,
1997, and the related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
--------------------------
Ernst & Young LLP
Minneapolis, Minnesota
June 25, 1997
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ L. DeSimone
----------------------
Livio D. DeSimone
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ Roger A. Enrico
-----------------------------
Roger A. Enrico
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ William W. George
-----------------------------
William W. George
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ Roger L. Hale
-----------------------------
Roger L. Hale
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ Betty Ruth Hollander
-----------------------------
Betty Ruth Hollander
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ Michele J. Hooper
-----------------------------
Michele J. Hooper
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ James A. Johnson
-----------------------------
James A. Johnson
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 12th day of November, 1996.
/s/ R. M. Kovacevich
-----------------------------
Richard M. Kovacevich
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ Stephen W. Sanger
-----------------------------
Stephen W. Sanger
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ Solomon D. Trujillo
-----------------------------
Solomon D. Trujillo
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 18th day of November, 1996.
/s/ Bob Ulrich
-----------------------------
Robert J. Ulrich
<PAGE>
DAYTON HUDSON CORPORATION
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of DAYTON HUDSON CORPORATION, a Minnesota corporation, does hereby
make, constitute and appoint ROBERT J. ULRICH, JAMES T. HALE, DOUGLAS A.
SCOVANNER, STEPHEN C. KOWALKE, WILLIAM E. HARDER, TIMOTHY R. BAER, and each or
any one of them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the undersigned's name, place
and stead, to sign and affix the undersigned's name as such director and/or
officer of said Corporation to a Registration Statement or Registration
Statements, on Form S-3, Form S-8, or other applicable form, and all
amendments, including post-effective amendments, thereto, to be filed by said
Corporation with the Securities and Exchange Commission, Washington, D.C. in
connection with the registration under the Securities Act of 1933, as amended,
of debentures or other securities of said Corporation, and to file the same,
with all exhibits thereto and other supporting documents, with said Commission,
granting unto said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or incidental to the
performance and execution of the powers herein expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand as of this 6th day of November, 1996.
/s/ John R. Walter
-----------------------------
John R. Walter
