TARGET CORP

Table of potential payments upon termination or

change-in-control

(1)A “Retirement Eligible NEO” is an NEO who has met the age and years of service requirements described in Note 2 to the

“Outstanding equity awards at Fiscal 2024 year-end” table on page 56. The Retirement Eligible NEOs are Mr. Cornell and Mr.

Gomez for PSUs and PBRSUs. Mr. Fiddelke and Ms. Hennington are Retirement Eligible NEOs for PSUs only.

(2)Weprovide ICP payments to NEOs who are involuntarily terminated without cause to assist in their occupational transitions.

The maximum payment under the ICP (paid during regular pay cycles over 24 months) is two times the sum of base salary

and the average of the last three years of short-term incentive payments. In addition, any NEO who receives severance

payments under the ICP also receives a$30,000 allowance for outplacement services. Each of the NEOs is eligible for 24

months of payments under the ICP, conditioned on the NEO releasing any claims against us and agreeing to certain post-

employment covenants.

(3)Amounts are determined by multiplying the number of shares for which vesting is accelerated by our Year-End Stock Price.

For PSUs and PBRSUs, shares are based either on the Earned Payout or the Goal Payout. Where the share amount is

determined based on Earned Payout, the table uses the minimum amount that can be earned, which is 0% of the at-goal

payout for PSUs and 75% of the at-goal payout for PBRSUs. The number of shares for which vesting is accelerated for each

employment termination situation is as follows:

Voluntary termination. All unvested shares are forfeited, except that for a Retirement Eligible NEO vesting is accelerated for

100% of the Earned Payout shares for PSUs and PBRSUs and 100% of any shares for RSUs.

Involuntary termination. Vesting is accelerated for 50% of any unvested shares for sign-on RSUs granted to Mr. Lee and Ms.

Tu and 50% of the Earned Payout shares for PBRSUs, and the remaining unvested shares are forfeited. All unvested shares

are forfeited for PSUs, except that for a Retirement Eligible NEO vesting is accelerated for 100% of the Earned Payout shares

for PSUs.

Death/disability. Vesting is accelerated for 100% of the Earned Payout shares for PSUs and PBRSUs and for 100% of any

shares for RSUs.

Change-in-control. PSUs, PBRSUs, and RSUs are subject to a double-trigger. Where both triggers occur, vesting is

accelerated for 100% of the Goal Payout shares for PSUs and PBRSUs and for 100% of any shares for RSUs. We use 100%

of the Goal Payout for PSUs and PBRSUs in connection with a change-in-control to eliminate arbitrary results that could

occur with a shortened performance period and in case calculation of actual or comparable performance metrics would be

unfeasible following the change-in-control.

(4)Additional detail about the accelerated vesting provisions of the PSUs, PBRSUs, and RSUs can be found in the Notes under

the “Outstanding equity awards at Fiscal 2024 year-end” table on page 56.

(5)Depending on the level of coverage elected by the participant, life insurance proceeds range from $50,000 to an amount

equal to three times the sum of the prior year’s annual base salary and the most recent bonus and non-equity incentive plan

payments, up to a maximum of $3 million.

(6)Represents annual payments under our Excess LTD Plan, which provides monthly disability income payments with respect to

the portion of annualized salary and three-year average bonus and non-equity incentive plan compensation above the annual

compensation limit (currently set at $300,000), but not exceeding $1 million, for our Base LTD Plan. The Excess LTD Plan

replaces 60% of a participant’s eligible compensation. A participant who becomes disabled before age 65 is eligible to

receive payments under the plan while he or she is totally and permanently disabled through age 65 (with a minimum of three

years of disability payments) or death, if sooner. In order to receive payments under the Excess LTD Plan, the NEO must be

enrolled in the Base LTD Plan.