Termination by the Company for Cause. The Company may terminate CFO’s employment under this Agreement for “Cause” (as defined below) by delivery of written notice to CFO. Any notice of termination given pursuant to this section shall effect termination as of the date of the notice, or as of such other date specified in the notice.

Termination by the Company for Cause. The Company may terminate this Agreement at any time in its sole discretion for Cause. For purposes of this Agreement, “Cause” shall mean: # failure or refusal to carry out the lawful directions of the Company, which are reasonably consistent with the responsibilities of Employee’s position; # a material act of dishonesty or disloyalty related to the business of the Company; # conviction of a felony, any crime against the Company, or any crime involving dishonest conduct; # performance of Employee’s duties under the influence of alcohol or controlled substances without a prescription; # any incident materially compromising Employee’s reputation or ability to represent the Company with the public or any act or omission by Employee that substantially impairs the Company’s business, good will, or reputation; or # Employee’s material breach of any term of this Agreement or the Resignation General Release which, if deemed susceptible to cure by the Company within its sole discretion, remains uncured for 30-days after Company provides written notice to Employee of such breach.

Termination by the Company for Cause. The Company may, at any time and without notice, terminate the Executive for "cause". Termination by the Company of the Executive for "cause" shall include but not be limited to termination based on any of the following grounds: # failure to perform the duties of the Executive's position in a satisfactory manner; # fraud, misappropriation, embezzlement or acts of similar dishonesty; # illegal use of drugs or excessive use of alcohol in the workplace; # intentional and willful misconduct that may subject the Company to criminal or civil liability; # willful disregard of Company policies and procedures; # breach of any of the material terms of this Agreement; and # insubordination or deliberate refusal to follow the specific instructions of the Board of Directors of [[the Company:Organization]].

Termination by the Company for Due Cause. Nothing herein shall prevent the Company from terminating the Executive’s employment at any time for “Due Cause” (as hereinafter defined). The Executive shall continue to receive the Base Salary provided for in this Agreement only through the period ending with the date of such termination. Any rights and benefits the Executive may have under employee benefit plans and programs of the Company

Termination Without Cause by the Company/Severance. Company may terminate Executive’s employment under this Agreement without Cause at any time upon providing written notice to Executive. In the event of such termination, Executive will receive Executive’s Base Salary then in effect, prorated to the date of termination, and Accrued Benefits. Further, Executive shall be entitled to any amounts owing to the Executive for reimbursement of expenses properly incurred by Executive prior to the date of termination which are reimbursable in accordance with Section 6 of this Agreement. In addition, Executive will receive a “Severance Package” that shall include # a “Severance Payment” equivalent to three (3) months of Executive’s Base Salary then in effect on the date of termination, payable in accordance with Company’s regular payroll cycle beginning on the second regular payday occurring following the date the release (as contemplated below) becomes effective and non-revocable in accordance with its terms, provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A (as defined below), and the sixty (60) day period for executing the Release described below, would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the Severance Payment shall commence on the first regularly scheduled payroll date occurring on or after sixty (60) days following the termination date.

By Company for Reason Other Than Cause. Company may terminate this Agreement and Executive’s employment for any reason whatsoever, or for no reason, in Company’s sole discretion by providing a Notice of Termination (as defined in Section 5(e) below). For purposes of this Agreement, acceptance by Company of Executive’s resignation upon Company’s request or by mutual agreement shall be deemed to be a termination by Company according to this Section 5(d)(i). In the event that Executive’s employment is terminated by Company for any reason other than Cause (defined in Section 5(d)(ii) below) and not due to Executive’s death or Disability, then in addition to any compensation or benefits to which Executive may be entitled through the Date of Termination (as defined in Section 5(f) below) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, # Company shall pay Executive # a lump sum equal to one and one-half times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and # an amount equal to one and one-half times Executive’s Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments, with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid on the last business day of each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “Without Cause Separation Package.”

Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

Termination by the Company With or Without Cause. The Company may terminate Executive’s employment with or without Cause. For all purposes under this Agreement, “Cause” shall mean a determination by the Committee that:

Termination of Employment by the Company for Cause. If the Grantee’s employment is terminated by the Company for Cause (as defined in the Plan), the unvested RSUs shall be forfeited immediately as of the Date of Termination.

Termination by the Company Other Than For Cause. In the event of Termination of Service of Executive by the Company other than for Cause or Disability or Death, the Award shall become immediately and fully vested and shares of the Company’s common stock in respect thereof will be delivered in accordance with the provisions hereof. For purposes of this Agreement, “Cause” shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # Executive being convicted of a felony, or # substantial and repeated failure by Executive to perform duties as reasonably directed by the Board of Directors of the Company.