{"id":39173,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-gap-inc-and-heidi-kunz.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-gap-inc-and-heidi-kunz","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-gap-inc-and-heidi-kunz.html","title":{"rendered":"Employment Agreement &#8211; Gap Inc. and Heidi Kunz"},"content":{"rendered":"<pre>\n\nJuly 6, 1999\n\nHeidi Kunz\n[Home Address]\n\n\nDear Heidi:\n\nWe are delighted to present this offer of employment at Gap Inc. We look \nforward to you joining our team as soon as possible.  Below please find a \nsummary of our offer.\n\n1. Position:  Your title will be Executive Vice President, Chief \nFinancial Officer, Gap Inc.\n\n2.     Reporting Relationship: You will report to John Wilson, Executive \nVice President, Chief Operating Officer, Gap Inc.\n\n3.     Salary:  Your base salary will be $550,000 annually, payable every \ntwo weeks. You will receive a performance review and a compensation \nreview in April 2000. \n\n4.     Bonus:  \nOn your first scheduled pay date you will receive a cash bonus of \n$250,000. This is processed as ordinary income and is subject to \ntaxes.\n\nUnder our Management Incentive Cash Award Program (MICAP) you will \nbe eligible to receive a bonus each year with the target award of \n40% of your base salary. Actual payment will vary depending on \ncompany and individual performance.\n\nWe will guarantee a bonus of $150,000 payable in April 2000.  You \nmust be actively employed by Gap Inc. at that time. This guaranteed \nbonus will be applied against your fiscal 1999 bonus.\n\n5.     Long Term Cash Bonus: You will be eligible to participate in our \nExecutive Long Term Cash Award Performance Plan (ELCAPP), subject to \npre-approval of the Board of Directors.  ELCAPP provides for a \ntarget cash incentive of 60%, and  a maximum of 90% of your average \nbase salary over three years.  Actual payment is dependent upon \ncompany performance against pre-set goals over the three year cycle. \n Assuming you are still actively employed by Gap Inc. at that time, \nyou will be eligible for the first payout under the Plan in April \n2002. Any bonus provided at that time will be prorated to your \nAnniversary Date (as defined herein).  The cycles for the program \nare overlapping.  For example the 1st cycle you would be eligible \nfor begins on February 1, 1999 to January 31, 2002 with a payout in \nthe year 2002.  Your payout will be based on achievement of Company \ngoals during that period.\n\n6.     Stock Options:\n\nSubject to approval by the Compensation and Stock Option Committee \nof the Board of Directors and the provisions of the Company's Stock \nOption Plan, you will receive an option to purchase 210,000 shares \nof stock of Gap Inc. on the date when the award is approved or on \nthe first day of employment, whichever is later ('Anniversary \nDate'). The exercise price for the options shall be determined by \nthe market value of the stock on the Anniversary date. These shares \nwill become 100% vested and exercisable as shown in the schedule \nbelow, provided you are employed by us. These options must be \nexercised within ten years from the date of the award, or you will \nlose your right to do so.\n\n                      50,000    shares in 2001\n                      60,000    shares in 2002\n                     100,000    shares in 2003\n          \n\n7.     Discounted Stock Options:\n\n     On your Anniversary date you will receive an option to purchase \n100,000 shares of stock of Gap Inc.  The exercise price for the \noptions will be 50% of the fair market value of the stock on the \nAnniversary date.  The options shall become 100% vested and \nexercisable as shown in the schedule below provided you are then \nemployed by us. These options must be exercised within ten years \nfrom the date of the award, or you will lose your right to do so.\n\n                    20,000 shares in 2000\n                    30,000 shares in 2001\n                    50,000 shares in 2002\n\n8.     Proprietary Information or Trade Secrets of Others:  You represent \nand warrant to us that: 1) you do not have any other agreements, \nrelationships or commitments to any other person or entity that \nconflicts with accepting this offer or performing your obligations \nas outlined herein; and 2) you have returned all property and \nconfidential information belonging to all prior employers; and 3) \nyou will not disclose to us, or use, or persuade any other Company \nemployee to use, any proprietary information or trade secret of \nanother person or entity.\n\n9. Termination\/Severance Protection: In the unlikely event that you are \ninvoluntarily terminated for any reason other than 'cause' within \nthe first eighteen months of employment, we will offer the following \nprotection:\n\nWe will continue to pay you on a biweekly basis your current base \npay ('Severance Pay') for up to a maximum of eighteen months, \nprovided that you are actively seeking other employment. Severance \nPay will end at the earlier to occur of: 1) the date you begin new \nemployment, or 2) eighteen months after the date of termination. If, \ndespite your efforts to find alternative work, you are still \nreceiving Severance Pay at the time of Company's normal MICAP \npayout, then we will pay you a MICAP at the target incentive amount, \n('MICAP Potential') if the Company made it's target goals for the \nyear. In addition to the MICAP Potential all discounted stock \noptions granted to you as part of your offer letter shall become \nimmediately vested upon termination, if termination occurs within \nthe first 18 months of employment (as defined above). The vesting of \nthe other stock options granted to you upon hire will not be \naccelerated, nor will they vest during the Severance Pay period. \nWith the exception of this Severance Pay, MICAP potential and \nvesting of the discounted stock options, all other benefit programs \nwill cease at the time of your termination.\n\nThe term 'cause' is hereby defined to include dishonesty, fraud or \ndeliberate injury to the Company, any activity that creates a \nconflict of interest between you and the Company, any unlawful or \ncriminal activity of a serious nature, or any willful breach or \nneglect of your duties. \n          \n10.     Benefits:\n\nA.     Benefits Basics - Company paid Income Protection, Life and \nVision coverage will be effective the day you report to work. \n You will have 31 days from your date of hire to elect \noptional coverage such as Medical and Dental, Core Plus Income \nProtection, Supplemental Life, etc.  If optional coverage is \nelected, it will take effect on your date of hire.\n\nB.     GapShare - You will become eligible to participate in our \n401(k) Plan, called GapShare, after one year of service in \nwhich you have worked at least 1,000 hours. When you join the \nPlan , your contributions will be matched dollar for dollar \nby the Company up to a maximum of 4% of your salary and all \nCompany matching contributions will be immediately vested.  \nYou will receive more information when you become eligible.  \nIf you were previously employed by Gap Inc. or any of its \nsubsidiaries, please contact the Benefits Department to \ndetermine if you are entitled to special rehire benefits.\n\nC.     LifeStyle Benefits - Upon your date of hire, you may \nparticipate in a variety of benefit services and programs \nwhich are intended to help you balance your work and personal \nlife.  Services include BabyLine, LifeWorks, babyGap Gift, and \nthe Dependent Care Account Plan.\n\nD.     Non-qualified Deferred Compensation Plan - You will become \neligible to participate in this program in January of 2000 if \nyou choose to participate.  Specific information regarding the \nprogram will be mailed to you.\n\nE. Financial Planning Assistance - We will provide you with one \non one financial counseling through our partnership with the \nAyco Company.\n\nDetailed information on all of the Benefit Programs will be \nprovided to you on your first day of employment.  This package \nwill also contain important information on enrollment \ndeadlines.     \n\n11.     Relocation:  We will pay for your relocation expenses in \naccordance with the company's relocation policy for homeowners. \nSome relocation materials were previously provided.  Additional \ninformation will be forwarded to you by Michelle Goza in our \nRelocation Department. She will coordinate your move and answer any \nquestions.  Please feel free to contact her at 1.800.333.7899 \nextension 44357.\n\nAdditionally, we will provide a no-interest loan of up to $2,000,000 \nto help assist you in the purchase of a home.  You must sell in the \nold location and purchase within one year in the new location.  The \nloan will be secured by stock grants given to you and by a second \ndeed of trust (or mortgage) on your new home.  The entire principal \nmust be paid no later than five years from the loan's inception.  \nDuring the loan period, if you elect to sell Gap stock that has been \nprovided through a company-sponsored program, 50% of the after-tax \nproceeds must be used to pay any outstanding principal due.  This \nexcludes stock you sell solely to pay taxes on stock vestings. The \nloan can be paid off at any time with no penalties and must be paid \nin full if you leave the Company before the due date.  \n\nYou understand that this agreement does not constitute an employment \ncontract and that your employment is at-will.  This means that you do not \nhave a contract of employment for any particular duration or limiting the \ngrounds for your termination in any way.  You are free to resign at any \ntime. Similarly, Gap Inc. ('Company') is free to terminate your \nemployment at any time for any reason.  You understand that while \npersonnel policies, programs and procedures may exist and be changed from \ntime to time, the only time your at-will status could be changed is if you \nwere to enter into an express written contract with the Company explicitly \npromising you job security, containing the words 'This is an express \ncontract of employment', and signed by an officer of the Company.  The \nabove language contains our entire agreement about your at-will status and \nthere are no oral or side agreements of any kind.\n\n     Again, Heidi, we are delighted to offer you employment at Gap Inc.  We \nknow you will contribute greatly to our organization and will find the \nposition to be a most challenging one.\n\n\nVery truly yours,\n\n__\/s\/ John Wilson________\nJohn Wilson\nExecutive Vice President\nChief Operating Officer\n\n\n          Confirmed this 8th day of July, 1999\n\n          \/s\/ Heidi Kunz\n          Heidi Kunz\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7600],"corporate_contracts_industries":[9494],"corporate_contracts_types":[9539,9544],"class_list":["post-39173","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gap-inc","corporate_contracts_industries-retail__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39173","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39173"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39173"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39173"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39173"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}