{"id":39812,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-deferred-compensation-plan-the-gap-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-deferred-compensation-plan-the-gap-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-deferred-compensation-plan-the-gap-inc.html","title":{"rendered":"Executive Deferred Compensation Plan &#8211; The Gap Inc."},"content":{"rendered":"<pre>\nTHE GAP, INC.\nEXECUTIVE DEFERRED COMPENSATION PLAN\n(January 1, 1999 Restatement)\n\nThe Gap, Inc. (the 'Company'), having established The Gap, Inc. \nExecutive Deferred Compensation Plan, effective January 1, 1994, and The Gap, \nInc. Executive Capital Accumulation Plan, effective April 1, 1994, for the \nbenefit of a select group of management employees of the Company and its \nparticipating Affiliates, in order to provide such employees with certain \ndeferred compensation benefits, hereby amends and restates the Plans into one \nPlan effective as of January 1, 1999.  The Plan is an unfunded deferred \ncompensation plan that is intended to qualify for the exemptions provided in \nsections 201, 301, and 401 of ERISA.\nSECTION 1       \n\nDEFINITIONS\nThe following words and phrases shall have the following meanings \nunless a different meaning is plainly required by the context:\n\n1.1       'Affiliate' shall mean a corporation, trade or business \nwhich is, together with the Company, a member of a controlled group of \ncorporations or an affiliated service group or under common control (within \nthe meaning of section 414(b), (c), or (m) of the Code).\n\n1.2       'Beneficiary' shall mean the person or persons entitled to \nreceive the balance credited to a Participant's Account under the Plan upon \nthe death of the Participant, as provided in Section 5.5.\n\n1.3       'Board' shall mean the Board of Directors of the Company, as \nfrom time to time constituted.\n\n1.4       'Bonus' shall mean an award of cash payable to an Employee \nin April of any fiscal year other than an ELCAPP Bonus.\n\n1.5       'Code' shall mean the Internal Revenue Code of 1986, as \namended.  Reference to a specific section of the Code shall include such \nsection, any valid regulation promulgated thereunder, and any comparable \nprovision of any future legislation amending, supplementing or superseding \nsuch section.\n\n1.6       'Committee' shall mean the Global Benefits Committee of the \nCompany's Board.\n\n1.7       'Company' shall mean The Gap, Inc.\n\n1.8       'Company Contributions' shall mean the amounts credited to \nParticipants' Accounts under the Plan by the Company, in accordance with \nSection 3.3.\n\n1.9       'Deferral Contributions' shall mean the amounts credited to \nParticipants' Accounts under the Plan pursuant to their deferral elections \nmade in accordance with Section 2.2.  A Participant's Deferral Contributions \nshall include his or her Bonus and ELCAPP Bonus Deferral Contributions and \nSalary Deferral Contributions, as described in Section 3.1.\n\n1.10       'ELCAPP Bonus' shall mean an award of cash payable to an \nEmployee pursuant to the Executive Long-Term Cash Award Performance Plan \n('ELCAPP').\n\n1.11       'Eligible Employee' shall mean an Employee of an Employer \nwho is employed at the level of 'director' or higher and who has a Salary \ngreater than 150% of the Social Security taxable wage base.  Eligible Employee \nshall not include any Employee who is employed in a foreign country, unless he \nor she has been temporarily transferred to employment with an Employer in a \nforeign country and is a citizen or resident alien of the United States at the \ntime of the transfer.  An Employee's eligibility for any Plan Year shall be \ndetermined as of November 1 of the preceding Plan Year, based on the \nEmployee's position and salary and on the taxable wage base in effect on that \ndate; provided, however, that in the case of an Employee who first satisfies \nthe conditions for being an Eligible Employee on or before June 1 of any Plan \nYear, eligibility shall be determined as of that June 1.  If a Participant \nceases to be an Eligible Employee, no further Deferral Contributions shall be \nmade to the Plan on his or her behalf unless he or she is again determined to \nbe an Eligible Employee, but the balance credited to his or her Account shall \ncontinue to be credited with earnings under the terms of the Plan, and shall \nbe distributed to him or her at the time and in the manner set forth in \nSection 5.\n\n1.12       'Employee' shall mean an individual who is employed by one \nof the Employers as a common-law employee.\n\n1.13       'Employer' shall mean the Company and each participating \nAffiliates.  At such times and under such conditions as the Board may direct, \none or more other Affiliates may become participating Affiliates or a \nparticipating Affiliate may be withdrawn from the Plan.\n\n1.14       'ERISA' shall mean the Employee Retirement Income Security \nAct of 1974, as amended.  Reference to a specific section of ERISA shall \ninclude such section, any valid regulation promulgated thereunder, and any \ncomparable provision of any future legislation amending, supplementing or \nsuperseding such section.\n\n1.15       'Participant' shall mean an Eligible Employee who has \nbecome a Participant in the Plan pursuant to Section 2.1 and has not ceased to \nbe a Participant pursuant to Section 2.4.\n\n1.16       'Participant's Account' or 'Account' shall mean as to any \nParticipant the separate account maintained on the books of the Company in \norder to reflect his or her interest under the Plan.  \n\n1.16.1       'Bonus Deferral Account' shall be the subaccount \nmaintained to record the Bonus and ELCAPP Bonus Deferral Contributions made by \nthe Participant, and the earnings relating thereto.  To the extent necessary \nto reflect a Participant's distribution elections, a separate Bonus Deferral \nAccount may be maintained with respect to amounts credited to the \nParticipant's Bonus Deferral Account for any Plan Year.\n\n1.16.2       'Salary Deferral Account' shall be the subaccount \nmaintained to record the Salary Deferral Contributions made by the \nParticipant, and the earnings relating thereto.  To the extent necessary to \nreflect a Participant's distribution elections, a separate Salary Deferral \nAccount may be maintained with respect to the amounts credited to the \nParticipant's Salary Deferral Account for any Plan Year.\n\n1.16.3       'Company Contribution Deferral Account' shall be \nthe subaccount maintained to record any Company Contributions made by the \nCompany, and the earnings related thereto.  To the extent necessary to reflect \na Participant's distribution elections, a separate Company Contribution \nDeferral Account may be maintained with respect to amounts credited to the \nParticipant's Company Contribution Deferral Account for any Plan Year.\n\n1.17       'Plan' shall mean The Gap, Inc. Executive Deferred \nCompensation Plan, as set forth in this instrument and as hereafter amended \nfrom time to time.\n\n1.18       'Plan Year' shall mean the calendar year.\n\n1.19       'Retirement' shall mean a Participant's termination of \nemployment with all Employers and all Affiliates at or after age 50.\n\n1.20       'Salary' shall mean a Participant's basic yearly salary, \nexcluding bonuses and taxable and nontaxable fringe benefits; provided, \nhowever, that Salary shall include Salary Deferral Contributions and all \namounts contributed by an Employer pursuant to a salary reduction agreement \nwhich are not includable in the Employee's gross income under sections 125, \n402(a)(8), or 402(b) of the Code.\n\n1.21       'Termination Date' shall mean a Participant's termination \nof employment with all Employers and Affiliates.\nSECTION 2       \n\nPARTICIPATION\n\n2.1       Participation.  Each Eligible Employee's decision to become a \nParticipant shall be entirely voluntary.\n\n2.2       Elections.  An Eligible Employee may elect to become a \nParticipant (or to reinstate active participation) in this Plan by electing to \nmake Deferral Contributions under the Plan.\n\n\n2.2.1       Salary Deferral Elections.  An Eligible Employee may \nelect to make Salary Deferral Contributions for any Plan Year no later than \nDecember 31 of the preceding Plan Year.  An election under this Section 2.2.1 \nto make Salary Deferral Contributions shall be effective for each succeeding \nPlan Year, until changed by the Eligible Employee in accordance with such \nprocedures as the Committee (in its discretion) may specify from time to time.\n\n2.2.2       Bonus and ELCAPP Bonus Deferral Elections.  An \nEligible Employee may elect to make a Bonus Deferral Contribution with respect \nto his or her Bonus (payable on April 1 of any Plan Year) no later than \nJune 30 of the preceding Plan Year.\nIn addition, an Eligible Employee may elect to make an ELCAPP \nBonus Deferral Contribution with respect to his or her ELCAPP Bonus (payable \nas of April 1, immediately following the end of the Performance Cycle as \ndefined in ELCAPP) no later than June 30 of the second year of the applicable \nPerformance Cycle.  For example:\n\nPerformance Cycle begins:                         February 4, 1996\n              Performance Cycle ends:             January 30, 1999\n              Bonus payable:                      April 1, 1999\n              Bonus deferral election made by:    June 30, 1997\n\nAn election to make Bonus and ELCAPP Bonus Deferral Contributions \nshall be effective for each succeeding Plan Year, until changed by the \nEligible Employee in accordance with such procedures as the Committee (in its \ndiscretion) may specify from time to time.\n\n2.2.3       No Election Changes During Plan Year.  A Participant \nshall not be permitted to change or revoke his or her election for a Plan Year \nafter the beginning of such Plan Year, except that (a) to the limited extent \nprovided in Section 2.3, a Participant may change or revoke his or her \nelection, (b) if a Participant's job changes to a position which is ineligible \nfor the Plan, his or her deferrals under the Plan shall cease, and (c) if \npermitted by the Committee, in its sole discretion, a Participant may revoke \nhis or her election for the remainder of the Plan Year.\n\n2.2.4       Specific Timing and Method of Election.  \nNotwithstanding any contrary provision of this Section 2.2, the Committee, in \nits sole discretion, shall determine the manner and deadlines for Participants \nto make Compensation Deferral elections.  The deadlines prescribed by the \nCommittee may be earlier than the deadlines specified in Sections 2.2.1 and \n2.2.2, but shall not be later than the deadlines prescribed in such Sections.\n\n2.3       Suspension of Participation.  In the event that all or part of \nthe Participant's vested Account is paid to the Participant as an in-service \nwithdrawal pursuant to Section 5.7, the Committee, in its sole discretion, may \nsuspend the Participant's Deferral Contributions for a period of twelve months \nfollowing such payment.  However, an election to make Deferral Contributions \nunder Section 2.2 shall be irrevocable as to amounts deferred as of the \neffective date of any suspension in accordance with this Section 2.3. \n\n2.4       Termination of Participation.  An Eligible Employee who has \nbecome a Participant shall remain a Participant until his or her entire vested \nAccount balance is distributed.  However, an Eligible Employee who has become \na Participant may or may not be an active Participant making Deferral \nContributions for a particular Plan Year, depending upon whether he or she has \nelected to make Deferral Contributions for such Plan Year.\n\nSECTION 3       \n\nDEFERRAL CONTRIBUTIONS\n\n3.1       Amount of Contributions.  At the times and in the manner \nprescribed in Section 2.2, each Eligible Employee may elect to defer up to (a) \n75% of his or her Salary, and (b) 90% of his or her Bonus or ELCAPP Bonus for \na Plan Year and to have the amounts of such deferrals credited to his or her \nAccount under the Plan on the books of the Company.  An Eligible Employee may \nelect to defer an amount equal to any specific percentage (in whole percentage \nincrements) of the Participant's Compensation.  Notwithstanding any contrary \nprovision of the Plan, the Committee may reduce a Participant's Deferral \nContributions to the extent necessary to satisfy applicable withholding tax \nrequirements and employee welfare plan contributions.\n\n3.2       Crediting of Deferral Contributions.  The amounts deferred \npursuant to Section 3.1 shall reduce the Participant's Compensation during the \nPlan Year and shall be credited to the Participant's Account as a date no \nlater than fifteen business days after the date on which the amount (but for \nthe deferral) otherwise would have been paid to the Participant.\n\n3.3       Company Contributions.  From time to time, the Committee may \ndetermine (in its sole discretion) that a Company Contribution shall be \ncredited to a Participant's Company Contribution Deferral Account, on such \nterms and conditions as the Committee may specify in its sole discretion.  The \nCompany Contribution (if any) made on behalf of a Participant shall be \ncredited to the Participant's Company Contribution Deferral Account as of the \ndate specified by the Committee.  The exact dollar amount of a Company \nContribution credited to any Participant's Company Contribution Deferral \nAccount shall be determined by the Committee under such formulae as it shall \nadopt from time to time.\n\n3.4       Deemed Investment Returns and Deemed Interest on Accounts.  \nAlthough no assets will be segregated or otherwise set aside with respect to a \nParticipant's Account, the amount that is ultimately payable to the \nParticipant with respect to his or her Account shall be determined as if such \nAccount had been invested in accordance with the Participant's deemed \ninvestment elections (provided that such elections must comply with the \nprocedures established by the Committee pursuant to this Section 3.4).  The \nCommittee, in its sole discretion, shall adopt (and may modify from time to \ntime) such rules and procedures as it deems necessary or appropriate to \nimplement and\/or restrict the deemed investment of the Participants' Accounts. \n\nSuch procedures generally shall provide that a Participant shall be entitled \nto make deemed investment elections as to the deemed investment of his or her \nAccount, subject to any limitations determined by the Committee in its \ndiscretion.  Such procedures may differ among Participants or classes of \nParticipants, as determined by the Committee in its discretion. \nNotwithstanding the foregoing, if any Company Contribution is credited to a \nParticipant's Company Contribution Deferral Account, such Contribution shall \nbe deemed to be invested as determined by the Committee in its sole \ndiscretion.\n\nSECTION 4       \n\nACCOUNTING\n\n4.1       Participants' Accounts.  At the direction of the Committee, \nthere shall be established and maintained on the books of the Company for each \nParticipant:\n\n(a)       A Salary Deferral Account to which shall be credited all \nSalary Deferral Contributions made by the Participant;\n\n(b)       A Bonus Deferral Account to which shall be credited all \nBonus and ELCAPP Bonus Deferral Contributions made by the Participant; and\n\n(c)       A Company Contribution Deferral Account to which shall \nbe credited all Company Contributions made by the Company (if any).\nTo the extent necessary to reflect a Participant's distribution elections, the \nCommittee may direct the establishment of a separate Salary Deferral Account, \nBonus Deferral Account and\/or Company Contribution Deferral Account with \nrespect to amounts credited to a Participant's Account for any Plan Year.  \nEach Participant's Account shall also be credited at the end of each day that \nthe New York Stock Exchange is open for business with deemed earnings and \nlosses and\/or deemed interest in accordance with Section 3.4.\n\n4.2       Participants Remain Unsecured Creditors.  No funds shall be \nset aside or earmarked for a Participant's Account, which shall be a purely \nbookkeeping device.  Instead, all amounts credited to a Participant's Account \nunder the Plan shall continue for all purposes to be a part of the general \nassets of the Employer.  Each Participant's interest in the Plan shall make \nhim or her only a general, unsecured creditor of the Employer.\n\n4.3       Accounting Methods.  The accounting methods or formulae to be \nused under the Plan for the purpose of maintaining the Participants' Accounts, \nincluding the calculation and crediting of deemed returns, gains and losses \nand any deemed interest shall be determined by the Committee, in its sole \ndiscretion.  The accounting methods or formulae selected by the Committee may \nbe revised from time to time.\n\n4.4       Reports.  Each Participant shall be furnished with periodic \nstatements of his or her Account, reflecting the status of his or her interest \nin the Plan, at least annually.\n\nSECTION 5       \n\nDISTRIBUTIONS\n\n5.1       Salary Deferral Account.  Distribution of a Participant's \nSalary Deferral Account shall be made only after his or her Termination Date. \n\nExcept as provided in Section 5.4, such distribution shall be made in a lump \nsum as soon as practicable following that Termination Date.  For purposes of \nsuch distribution, the value of the Participant's Salary Deferral Account \nshall be determined as of the last business day preceding the date that such \ndistribution is made.\n\n5.2       Bonus Deferral Account.  Except as provided in Section 5.4, a \nParticipant's Bonus Deferral Account shall be distributed in a lump sum as \nsoon as practicable following his or her Termination Date, unless the \nParticipant has elected an earlier in-service distribution date or dates for \nall or a portion of such Account.\n\n5.2.1       In-Service Distribution Election.  A Participant's \nelection of an in-service distribution date must be made at the time of his or \nher Bonus or ELCAPP Deferral Contribution election for a Plan Year, shall \napply only to amounts deferred pursuant to that election and shall be \nirrevocable.  A participant may elect an in-service distribution date with \nrespect to a Bonus or ELCAPP Deferral Contribution to be in a year permitted \nby the Committee, in its sole discretion, for an in-service distribution, \nprovided that an in-service distribution date may not be earlier than the Plan \nYear following the year in which the bonus would have been paid absent the \ndeferral.\n\n5.2.2       In-Service Distribution Payments.  Payments made \npursuant to an in-service distribution election shall be made on or before the \nlast working day of April of the Plan Year in which such payment was elected \nto be made.  For purposes of such payment the value of the Participant's Bonus \nDeferral Account shall be determined as of the last business day preceding the \ndate that such distribution is made.\n\n5.3       Company Contribution Deferral Account.  Distribution of a \nParticipant's vested Company Contribution Deferral Account shall be made at \nthe same time and in the same manner as distribution of the Participant's \nSalary Deferral Account.\n\n5.4       Retirement Installment Distributions.  A Participant may elect \nto receive payments from his or her Salary Deferral Account and\/or Bonus \nDeferral Account that are made after his or her Retirement in annual \ninstallments for 5, 10 or 15 years.\n\n5.4.1       Installment Elections.  A Participant's election of \ninstallment distributions must be made at the time of his or her Salary and\/or \nBonus Deferral Contribution election for a Plan Year and automatically shall \napply to amounts deferred with respect to each succeeding Plan Year, until \nchanged by the Participant in accordance with such procedures as the Committee \n(in its discretion) may specify from time to time.  No such election shall be \neffective if the Participant's Termination Date occurs before he or she \nattains age 50.\n\n5.4.2       Installment Payments.  The first installment payment \nshall be made as soon as practicable following the Participant's Retirement \ndate and succeeding payments shall be made on or before the last working day \nof April in each succeeding year.  However, in no case shall a Participant \nreceive more than one installment payment in any calendar year.  The amount to \nbe distributed in each installment payment shall be determined by dividing the \nvalue of the Account as of the Valuation Date preceding the date of each \ndistribution by the number of installment payments remaining to be made.  The \n'Valuation Date' for any installment distribution shall be the last business \nday immediately preceding the applicable distribution date.\n\n5.5       Death Distributions.  If a Participant dies before the entire \nbalance of his or her Account has been distributed, the remaining balance of \nthe Participant's Account shall be distributed to his or her Beneficiary in a \nlump sum as soon as practicable.\n\n5.6       Beneficiary Designations.  Each Participant may designate, in \na signed writing delivered to the Committee on such form as it may prescribe, \none or more Beneficiaries to receive any distribution which may become payable \nas the result of the Participant's death.  Primary and secondary Beneficiaries \nare permitted.\n\n5.6.1       Changes.  A Participant may designate different \nBeneficiaries (or may revoke a prior Beneficiary designation) at any time by \ndelivering a new designation (or revocation of a prior designation) in like \nmanner.  Any designation or revocation shall be effective only if it is \nreceived by the Committee.  However, when so received, the designation or \nrevocation shall be effective as of the date the notice is executed (whether \nor not the Participant still is living), but without prejudice to the \nCommittee on account of any payment made before the change is recorded.  The \nlast effective designation received by the Committee shall supersede all prior \ndesignations.\n\n5.6.2       Failed Designations.  If a Participant dies without \nhaving effectively designated a Beneficiary, or if no Beneficiary (primary or \nsecondary) survives the Participant, the Participant's Account shall be \npayable to his or her surviving spouse, or, if the Participant is not survived \nby his or her spouse, the Account shall be paid to his or her estate.\n\n5.7       In-Service Withdrawals.  The Committee, in its sole discretion \nand notwithstanding any contrary provision of the Plan, may determine that all \nor part of the Participant's vested Account shall be paid to him or her \nimmediately as an in-service withdrawal; provided, however, that an amount \nequal to ten percent of the total amount of the in-service withdrawal shall be \nwithheld by the Company.  Participants shall be limited to one in-service \nwithdrawal per Plan Year.\n\n5.8       Payments to Incompetents.  If any individual to whom a benefit \nis payable under the Plan is a minor, or if the Committee determines that any \nindividual to whom a benefit is payable under the Plan is incompetent to \nreceive such payment or to give a valid release therefor, payment shall be \nmade to the guardian, committee or other representative of the estate of such \nindividual which has been duly appointed by a court of competent jurisdiction. \n\n If no guardian, committee or other representative has been appointed, payment \nmay be made to any person as custodian for such individual under the \nCalifornia Uniform Transfers to Minors Act or may be made to or applied to or \nfor the benefit of the minor or incompetent, the incompetent's spouse, \nchildren or other dependents, the institution or persons maintaining the minor \nor incompetent, or any of them, in such proportions as the Committee from time \nto time shall determine; and the release of the person or institution \nreceiving the payment shall be a valid and complete discharge of any liability \nof the Employers with respect to any benefit so paid.\n\n5.9       Undistributable Accounts.  Each Participant and (in the event \nof death) his or her Beneficiary shall keep the Committee advised of his or \nher current address.  If the Committee is unable to locate the Participant or \nBeneficiary to whom a Participant's Account is payable under this Section 5, \nthe Participant's Account shall be frozen as of the date on which distribution \nwould have been completed in accordance with this Section 5, and no further \ndeemed investment returns shall be credited thereto.  If a Participant whose \nAccount was frozen (or his or her Beneficiary) files a claim for distribution \nof the Account within seven years after the date that it was frozen, and if \nthe Committee determines that such claim is valid, then the frozen balance \nshall be paid by the Company in a lump sum cash payment as soon as practicable \nthereafter.\n\n5.10       Committee Discretion.  Within the specific time periods \ndescribed in this Section 5, the Committee shall have sole discretion to \ndetermine the specific timing of the payment of any Account balance under the \nPlan.\n\nSECTION 6       \n\nPARTICIPANT'S INTEREST IN ACCOUNT\n\n6.1       Deferral Contributions.  Subject to Sections 6.2 (relating to \nvesting in Company Contributions), 8.1 (relating to creditor status) and 9.2 \n(relating to amendment and\/or termination of the Plan), a Participant's \ninterest in the balance credited to his or her Account at all times shall be \n100% vested and nonforfeitable.\n\n6.2       Vesting in Company Contributions.  A Participant's interest in \nhis or her Company Contribution (if any) shall become 100% vested and \nnonforfeitable on the date that is one year after the date such Company \nContribution was made, but only if the Participant remains an employee of the \nCompany or an Affiliate for such entire one year period.  Upon the \nParticipant's Termination Date, the vested portion of his or her Company \nContribution Deferral Account shall be distributable to him or her in the \nmanner and at the time set forth in Section 5, and the unvested portion of \nsuch Account shall be permanently forfeited.\n\nSECTION 7       \n\nADMINISTRATION OF THE PLAN\n\n7.1       Plan Administrator.  The Company is hereby designated as the \nadministrator of the Plan (within the meaning of section 3(16)(A) of ERISA).  \nOn behalf of the Company, the Committee shall have the authority to control \nand manage the operation and administration of the Plan.  Any member of the \nCommittee may resign at any time by notice in writing mailed or delivered to \nthe Board, who may remove any member of the Committee at anytime and may fill \nany vacancy that exists.\n\n7.2       Actions by Committee.  Each decision of a majority of the \nmembers of the Committee then in office shall constitute the final and binding \nact of the Committee.  The Committee may act with or without a meeting being \ncalled or held and shall keep minutes of all meetings held and a record of all \nactions taken by written consent.\n\n7.3       Powers of Committee.  The Committee shall have all powers and \ndiscretion necessary or appropriate to supervise the administration of the \nPlan and to control its operation in accordance with its terms, including, but \nnot by way of limitation, the following discretionary powers:\n\n(a)       To interpret and determine the meaning and validity of \nthe provisions of the Plan and to determine any question arising under, \nor in connection with, the administration, operation or validity of the \nPlan or any amendment thereto;\n\n(b)       To determine any and all considerations affecting the \neligibility of any Employee to become a Participant or remain a \nParticipant in the Plan;\n\n(c)       To cause one or more separate Accounts to be maintained \nfor each Participant;\n\n(d)       To cause Deferral Contributions and Company \nContributions and deemed earnings or losses and\/or deemed interest to be \ncredited to Participants' Accounts;\n\n(e)       To establish and revise an accounting method or formula \nfor the Plan, as provided in Section 4.3;\n\n(f)       To determine the manner and form in which any \ndistribution is to be made under the Plan;\n\n(g)       To determine the status and rights of Participants and \ntheir spouses, Beneficiaries or estates;\n\n(h)       To employ such counsel, agents and advisers, and to \nobtain such legal, clerical and other services, as it may deem necessary \nor appropriate in carrying out the provisions of the Plan;\n\n(i)       To establish, from time to time, rules for the \nperformance of its powers and duties and for the administration of the \nPlan;\n\n(j)       To arrange for annual distribution to each Participant \nof a statement of benefits accrued under the Plan;\n\n(k)       To publish a claims and appeal procedure satisfying the \nminimum standards of section 503 of ERISA pursuant to which individuals \nor estates may claim Plan benefits and appeal denials of such claims;\n\n(l)       To delegate to any one or more of its members or to any \nother person, severally or jointly, the authority to perform for and on \nbehalf of the Committee one or more of the functions of the Committee \nunder the Plan; and\n\n(m)       to decide all issues and questions regarding Account \nbalances, and the time, form, manner and amount of distributions to \nParticipants.\n\n7.4       Decisions of Committee.  All actions, interpretations, and \ndecisions of the Committee shall be conclusive and binding on all persons, and \nshall be given the maximum possible deference allowed by law.\n\n7.5       Administrative Expenses.  All expenses incurred in the \nadministration of the Plan by the Committee, or otherwise, including legal \nfees and expenses, shall be paid and borne by the Employers.\n\n7.6       Eligibility to Participate.  No member of the Committee who is \nalso an employee of an Employer shall be excluded from participating in the \nPlan if otherwise eligible, but he or she shall not be entitled, as a member \nof the Committee, to act or pass upon any matters pertaining specifically to \nhis or her own Account under the Plan.\n\n7.7       Indemnification.  Each of the Employers shall, and hereby \ndoes, indemnify and hold harmless the members of the Committee, from and \nagainst any and all losses, claims, damages or liabilities (including \nattorneys' fees and amounts paid, with the approval of an authorized officer \nof the Company, in settlement of any claim) arising out of or resulting from \nthe implementation of a duty, act or decision with respect to the Plan, so \nlong as such duty, act or decision does not involve gross negligence or \nwillful misconduct on the part of any such individual.\n\nSECTION 8       \n\nFUNDING\n\n8.1       Unfunded Plan.  All amounts credited to a Participant's \nAccount under the Plan shall continue for all purposes to be a part of the \ngeneral assets of the Company.  The interest of the Participant in his or her \nAccount, including his or her right to distribution thereof, shall be an \nunsecured claim against the general assets of the Company.  Although the \nCompany may choose to invest a portion of its general assets for purposes of \nenabling it to make payments under the Plan, nothing contained in the Plan \nshall give any Participant or beneficiary any interest in or claim against any \nspecific assets of the Company.\n\nSECTION 9       \n\nMODIFICATION OR TERMINATION OF PLAN\n\n9.1       Employers' Obligations Limited.  The Plan is voluntary on the \npart of the Employers, and the Employers do not guarantee to continue the \nPlan.  The Company at any time may, by amendment of the Plan, suspend Deferral \nContributions or Company Contributions or may discontinue Deferral \nContributions or Company Contributions, with or without cause.  Complete \ndiscontinuance of all Deferral Contributions or Company Contributions shall be \ndeemed a termination of the Plan.\n\n9.2       Right to Amend or Terminate.  The Board reserves the right to \nalter, amend or terminate the Plan, or any part thereof, in such manner as it \nmay determine, for any reason whatsoever.  Any alteration, amendment or \ntermination shall take effect upon the date indicated in the document \nembodying such alteration, amendment or termination, provided that no such \nalteration or amendment shall divest any amount already credited to a \nParticipant's Account under the Plan.  The Company may (but shall have no \nobligation to) seek a private letter ruling from the Internal Revenue Service \nregarding the tax consequences of participation in the Plan.  If such private \nletter ruling is sought, the Committee shall have the right to adopt such \namendments to the Plan (whether retroactive or prospective) that the Internal \nRevenue Service may require as a condition to the issuance of such ruling.\n\n9.3       Effect of Termination.  If the Plan is terminated pursuant to \nthis Section 9, the balances credited to the Accounts of the affected \nParticipants shall be distributed to them at the time and in the manner set \nforth in Section 5; provided, however, that the Committee, in its sole \ndiscretion, may authorize accelerated distribution of Participants' Accounts \nas of any earlier date.  \nSECTION 10       \n\n\nGENERAL PROVISIONS\n\n10.1       Inalienability.  In no event may either a Participant, a \nformer Participant or his or her Beneficiary, spouse or estate sell, transfer, \nanticipate, assign, hypothecate, or otherwise dispose of any right or interest \nunder the Plan; and such rights and interests shall not at any time be subject \nto the claims of creditors nor be liable to attachment, execution or other \nlegal process.  Accordingly, for example, a Participant's interest in the Plan \nis not transferable pursuant to a domestic relations order.\n\n10.2       Rights and Duties.  Neither the Employers nor the Committee \nshall be subject to any liability or duty under the Plan except as expressly \nprovided in the Plan, or for any action taken, omitted or suffered in good \nfaith.\n\n10.3       No Enlargement of Employment Rights.  Neither the \nestablishment or maintenance of the Plan, the making of any Deferral \nContributions or Company Contributions nor any action of any Employer or the \nCommittee, shall be held or construed to confer upon any individual any right \nto be continued as an Employee nor, upon dismissal, any right or interest in \nany specific assets of the Employers other than as provided in the Plan.  Each \nEmployer expressly reserves the right to discharge any Employee at any time.\n\n10.4       Apportionment of Costs and Duties.  All acts required of the \nEmployers under the Plan may be performed by the Company for itself and its \nAffiliates, and the costs of the Plan may be equitably apportioned by the \nCommittee among the Company and the other Employers.  Whenever an Employer is \npermitted or required under the terms of the Plan to do or perform any act, \nmatter or thing, it shall be done and performed by any officer or employee of \nthe Employer who is thereunto duly authorized by the board of directors of the \nEmployer.\n\n10.5       Applicable Law.  The provisions of the Plan shall be \nconstrued, administered and enforced in accordance with ERISA, and to the \nextent not preempted by ERISA, with the laws of the State of California.\n\n10.6       Severability.  If any provision of the Plan is held invalid \nor unenforceable, its invalidity or unenforceability shall not affect any \nother provisions of the Plan, and in lieu of each provision which is held \ninvalid or unenforceable, there shall be added as part of the Plan a provision \nthat shall be as similar in terms to such invalid or unenforceable provision \nas may be possible and be valid, legal, and enforceable.\n\n10.7       Captions.  The captions contained in and the table of \ncontents prefixed to the Plan are inserted only as a matter of convenience and \nfor reference and in no way define, limit, enlarge or describe the scope or \nintent of the Plan nor in any way shall affect the construction of any \nprovision of the Plan.\n\nEXECUTION\n\nIN WITNESS WHEREOF, the Company, by its duly authorized officer, \nhas executed this Plan on the date indicated below.\n\n\n       THE GAP, INC.\n\n\nDated: _______________, 1998       By ________________________________\n              Title: \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":[9539,9542],"class_list":["post-39812","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39812","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=39812"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39812"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39812"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39812"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}