Grant. The Company hereby grants to the Employee under the Plan an Award of the Target Number of Performance Shares set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. The Performance Shares in which the Employee may vest shall depend upon achievement ​ for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as [Appendix B]. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range ​. The number of such Performance Shares shall be determined by the Committee following the end of the applicable Performance Period, and shall be certified by the Committee following the end of each such Performance Period. When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

Termination of Company Take-Along Right. The Take-Along Right in Section 7.1 of this Agreement shall terminate as to the Shares upon the Public Trading Date of the Shares. For the purposes of this Agreement, the “Public Trading Date” of the Shares is the date on which the Shares first become freely tradable under the Securities Act, either pursuant to Rule 144 or another provision of the Securities Act. The holder of the Shares may apply to have all restrictive transfer legends removed from the certificates evidencing the Shares, provided that the request for legend removal is made at such times and in such manner that removal is accomplished in compliance with the Securities Act and the rules and regulations promulgated under the Securities Act; and provided further, that any proposed sale of Shares must comply with all Company policies and procedures, and with applicable federal, state and local laws.

Company’s Right of First Refusal. Before any Shares held by Optionee or any permitted transferee (each, a “Holder”) may be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (each, a “Transfer”), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares proposed to be Transferred on the terms and conditions set forth in this Section 4 (the “Right of First Refusal”).

Under the Originator Receivables Transfer Agreement, to the extent # an Originator breaches the Eligibility Representation with respect to one or more Receivables, # such breach has a material adverse effect on the Issuer and # such breach is not cured by the end of the applicable grace period set forth in [Section 3.4(b)] of the Originator Receivables Transfer Agreement, such Originator that has breached the Eligibility Representation is required to reacquire all affected Receivables by remitting the Acquisition Amount to the Collection Account, as set forth in [Section 3.4(b)] of the Originator Receivables Transfer Agreement (such reacquisition is referred to herein as the "Originator Reacquisition Obligation").

Grant of Right of First Offer; Conditions. From and after the Commencement Date, Subtenant shall have a right of first offer, subject to the provisions of this Section (the “Right of First Offer”), with respect to any portion of the Premises (excluding the Sublet Portion and any portion of the Premises currently offered for sublease by Sublandlord on the date hereof) which Sublandlord subsequently desires to sublease (each, an “Offering Space”). Subtenant’s Right of First Offer shall be exercised as follows: at any time after Sublandlord has determined that it will sublease an Offering Space (but prior to subleasing the applicable Offering Space to a third party), Sublandlord shall advise Subtenant in writing (the “Advice”) of the terms under which Sublandlord is prepared to lease the Offering Space to Subtenant for the remainder of the Term, which terms shall reflect the then-current Base Rent rate under the Master Lease for the applicable Offering Space, as such Base Rent rate may increase from time to time in accordance with the Master Lease. Subtenant may sublease the applicable Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord (the “Notice of Exercise”) within five (5) business days after the date of the Advice, except that Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Advice, if: # Subtenant is in default under this Sublease beyond any applicable cure periods at the time that Sublandlord would otherwise deliver the Advice; # the Sublet Portion, or any portion thereof, is sublet at the time Sublandlord would otherwise deliver the Advice; # the Sublease has been assigned prior to the date Sublandlord would otherwise deliver the Advice; # Subtenant is not occupying the Sublet Portion on the date Sublandlord would otherwise deliver the Advice; # the Offering Space is not intended for the exclusive use of Subtenant during the Term. Further, any exercise of Subtenant’s Right of First Offer is expressly conditioned upon Master Landlord’s approval of such exercise in accordance with the Master Lease, it being understood that Master Landlord’s failure or refusal to consent to any exercise of Subtenant’s Right of First Offer shall render such exercise null, void and of no force or effect.

The Board is the ultimate granting authority for this Program, with the power to select eligible persons for participation and to make all decisions concerning the grant or amendment of awards. The Board may delegate this authority in whole or in part # to the Executive Resources Committee; or # to a committee of two or more persons who may, but need not, be directors of the Company.

Company. Anadarko Petroleum Corporation or its successor in interest.

Company. This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company without Executive’s consent to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise).

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

No Right of Redemption by the Company. The Company will not have the right to redeem the Warrants at its election.