January 31, 2011<\/p>\n
Art Peck<\/p>\n
Dear Art,<\/p>\n
Congratulations on your new position with the company!<\/p>\n
This letter is to confirm your compensation arrangements as President, Gap
\nNorth America Division. In this position you will report to Glenn Murphy,
\nChairman and CEO, Gap Inc.<\/p>\n
Salary. <\/strong>Your annual salary will be $850,000, payable every Start Date<\/strong>. Your first day in your new position will be Annual Bonus<\/strong>. Based on your position as Division President, Long-Term Incentive Awards<\/strong>. You will continue to participate Termination\/Severance. <\/strong>The provisions in the Amendment to Art Peck<\/p>\n January 31, 2011<\/p>\n Page Two<\/p>\n<\/p>\n Abide by Gap Inc. Policies\/Protection of Gap Inc. Insider Trading Policies. <\/strong>Based on the level of your Confidentiality.<\/strong> You acknowledge that you will be in a You agree that you will keep the Confidential Information in strictest You agree that in the event your employment terminates for any reason, you Non-Solicitation of Employees. <\/strong>In order to protect Non-disparagement.<\/strong> You agree now, and after your employment Art Peck<\/p>\n January 31, 2011<\/p>\n Page Three<\/p>\n<\/p>\n derogatory or untrue statements about Gap Inc., its business activities, or Employment Status. <\/strong>You understand that your employment is In the event that there is any dispute over the terms, enforcement or Please note that except for those agreements or plans referenced in this Art, congratulations on this latest achievement in your career at Gap Inc.\n<\/p>\n<\/p>\n Yours sincerely,<\/p>\n<\/td>\n<\/tr>\n \/s\/ Glenn Murphy<\/p>\n<\/td>\n<\/tr>\n Glenn Murphy<\/p>\n<\/td>\n<\/tr>\n Chairman and CEO, Gap Inc.<\/p>\n<\/td>\n<\/tr>\n Confirmed this 29th<\/sup> day of January, 2011<\/p>\n<\/td>\n<\/tr>\n \/s\/ Art Peck<\/p>\n<\/td>\n<\/tr>\n Art Peck<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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-39726","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\/39726","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=39726"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39726"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39726"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39726"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\ntwo weeks.<\/p>\n
\nFebruary 2, 2011.<\/p>\n
\nyou will be eligible for an annual bonus based on achievement of Gap Inc. and\/or
\nDivision financial objectives as well as key business goal and individual
\nperformance. Under the current program, your annual target bonus will be 75% of
\nyour base salary. Depending on results, your actual bonus, if any, may be higher
\nor lower and can reach a maximum of 150%. Bonus payments will be prorated based
\non active time in position, divisional or country assignment and changes in base
\nsalary or incentive target that may occur during the fiscal year. Your annual
\nbonus for fiscal 2011 is scheduled for payment in March 2012. You must be
\nemployed by Gap Inc. on the payment date to receive an award. Gap Inc. has the
\nright to modify the program at any time. Management discretion can be used to
\nmodify the final award amount. Bonus payments are subject to supplemental income
\ntax withholding.<\/p>\n
\nin the Long-Term Growth Program and may be eligible for future Long-Term
\nIncentive Awards as a participant in the Focal Review process.<\/p>\n
\nAgreement you signed on December 15, 2008 regarding certain compensation and
\nbenefits upon termination continue to apply.<\/p>\n<\/p>\n
\n
\nInformation.<\/strong> You agree to abide by all Gap Inc. policies including, but
\nnot limited to, policies contained in the Code of Business Conduct. You also
\nagree to abide by the Confidentiality and Non-Solicitation terms below during
\nand after your employment with Gap Inc.<\/p>\n
\nposition, you will be subject to Gap Inc.153s Securities Law Compliance Manual,
\nwhich among other things places restrictions on your ability to buy and sell Gap
\nInc. stock and requires you to pre-clear trades, and comply with Section 16 of
\nthe Securities Exchange Act of 1934, as amended. If you do not already have a
\ncopy of the compliance manual, or have questions about it, you should contact
\nGap Inc. Stock Administration, at (415) 427-2481.<\/p>\n
\nrelationship of confidence and trust with Gap Inc. As a result, during your
\nemployment with Gap Inc., you will acquire “Confidential Information,” which is
\ninformation (whether in electronic or any other format) that people outside Gap
\nInc. never see, such as unannounced product information or designs, business or
\nstrategic plans, financial information and organizational charts, and other
\nmaterials.<\/p>\n
\nconfidence and trust. You will not, without the prior written consent of Gap
\nInc.153s General Counsel, directly or indirectly use or disclose to any person or
\nentity any Confidential Information, during or after your employment, except as
\nis necessary in the ordinary course of performing your duties while employed by
\nGap Inc., or if required to be disclosed by order of a court of competent
\njurisdiction, administrative agency or governmental body, or by subpoena,
\nsummons or other legal process, provided that prior to such disclosure, Gap Inc.
\nis given reasonable advance notice of such order and an opportunity to object to
\nsuch disclosure.<\/p>\n
\nwill immediately deliver to Gap Inc. all company property, including all
\ndocuments, materials or property of any description, or any reproduction of such
\nmaterials, containing or pertaining to any Confidential Information.<\/p>\n
\nConfidential Information, you agree that so long as you are employed by Gap
\nInc., and for a period of one year thereafter, you will not directly or
\nindirectly, on behalf of yourself, any other person or entity, solicit, call
\nupon, recruit, or attempt to solicit any of Gap Inc.153s employees or in any way
\nencourage any Gap Inc. employee to leave their employment with Gap Inc. You
\nfurther agree that you will not directly or indirectly, on behalf of yourself,
\nany other person or entity, interfere or attempt to interfere with Gap Inc.153s
\nrelationship with any person who at any time was an employee, consultant,
\ncustomer or vendor or otherwise has or had a business relationship with Gap Inc.\n<\/p>\n
\nwith the Gap Inc. terminates not to, directly or indirectly, disparage Gap Inc.
\nin any way or to make negative,<\/p>\n<\/p>\n
\n
\nany of its directors, managers, officers, employees, affiliates, agents or
\nrepresentatives to any person or entity.<\/p>\n
\nstill “at-will”. This means that you do not have a contract of employment for
\nany particular duration or limiting the grounds for your termination in any way.
\nYou are free to resign at any time. Similarly, Gap Inc. is free to terminate
\nyour employment at any time for any reason. The only way your at-will status can
\nbe changed is if you enter into an express written contract with Gap Inc. that
\ncontains the words “this is an express contract of employment” and is signed by
\nan officer of Gap Inc.<\/p>\n
\nobligations in this letter, the prevailing party shall be entitled to recover
\nfrom the other party reasonable attorney fees and costs incurred to enforce any
\nagreements.<\/p>\n
\nletter, this letter contains the entire understanding of the parties and
\nsupersedes any other agreements, representations or understandings (whether oral
\nor written and whether express or implied) with respect to this offer. Please
\nreview and sign this letter and return it to Eva Sage-Gavin at Gap Inc. You may
\nkeep one original for your personal records.<\/p>\n\n\n
\n <\/td>\n<\/tr>\n \n \n \n <\/td>\n<\/tr>\n \n \n \n \n \n \n \n <\/td>\n<\/tr>\n \n \n \n <\/td>\n<\/tr>\n \n \n \n \n