{"id":40021,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/income-continuation-protection-agreement-the-gap-inc-and-john.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"income-continuation-protection-agreement-the-gap-inc-and-john","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/income-continuation-protection-agreement-the-gap-inc-and-john.html","title":{"rendered":"Income Continuation Protection Agreement &#8211; The Gap Inc. and John B. Wilson"},"content":{"rendered":"<pre>\nGap Inc.                                            One Harrison Street\n     Gap                                            San Francisco, CA  94105\n     Banana Republic                                650 952-4400 tel\n     Old Navy\n\n\n\nJohn B. Wilson                                                December 21, 1998\n[address omitted] \n\n     Re:  Income Continuation Protection\n\nDear John,\n\n     You have recently expressed your desire for financial protection in the\nevent that The Gap, Inc. ('the Company') decides to significantly decrease your\ncurrent level of responsibilities ('Company's Decision').  This letter\nsummarizes our agreement regarding what the Company will provide for you in that\nevent.\n\n     I.  In exchange for your delivery of the documents described in paragraph\nII below, the Company will provide you with the following:\n\n     A.  Continued employment for two years ('Continued Employment').  The\n         ------------------------------------------------------------     \nCompany will provide you with Continued Employment for two years; except, of\ncourse, your Continued Employment will end if you accept a position with another\ncompany.  During the period of Continued Employment, you will remain an employee\nof the Company and, as such, will not be permitted to be associated with, or\nemployed by, any other business without the written consent of the CEO or\nChairman of the Company.  Your duty, as an employee, to maintain the Company's\ntrade secrets and confidential information and not to engage in any act\ninconsistent with an employee's duty of loyalty shall continue during this\nperiod of Continued Employment.  At the end of Continued Employment, you and the\nCompany can negotiate a new agreement that is acceptable to both parties.\n\n     B.  Salary and benefits continued during Continued Employment.  Your  last\n         ----------------------------------------------------------            \nbase salary in effect at the time of the Company's Decision will continue to be\npaid every two weeks during the period of Continued Employment.  You will not be\neligible to receive salary increases during Continued Employment.\n\n         During the period of Continued Employment, you will be eligible to\nparticipate in whatever medical plans, long-term disability plans, and life\ninsurance plans the Company is currently offering.  However, you will not be\neligible to receive a car allowance.\n\n     C.  Additional benefits provided during the period of Continued Employment.\n         -----------------------------------------------------------------------\n\n         1.    Management Incentive Cost Award Plan ('MICAP').  If you are still\n               --------------------------------------------  \nan employee at the time MICAP bonuses are actually paid out, then for each\nfiscal year (or portion thereof) occurring after the Company's Decision, you\nwill receive a MICAP bonus equal to the average bonus given, during that fiscal\nyear, to executives of the same grade level you held at the\n \nLetter to John B. Wilson\nDecember 21, 1998\nPage 2\n\ntime of the Company's Decision. For partial fiscal years, you will receive a \npro-rated bonus. You will not be eligible to receive any other bonuses during\nthe period of Continued Employment.\n\n         2.    Executive Long-Term Cash Award Performance Plan ('ELCAPP').  As\n               --------------------------------------------------------\nindicated below in paragraph II, all rights to ELCAPP will cease at the time of\nthe Company's Decision. However, if you are still employed at the time ELCAPP\nbonuses are actually paid out, then you will receive an ELCAPP payment (pro-\nrated for the number of months during the ELCAPP cycle that you were an employee\nprior to the Company's Decision) if: (i) you had participated in the ELCAPP\ncycle for at least 12 months (i.e., one year of three) before the date of the\nCompany's Decision; and (ii) ELCAPP payments were made for that particular\nELCAPP cycle according to the terms of ELCAPP. You will not be eligible to\nparticipate in any ELCAPP cycles which begin after the date of the Company's\nDecision.\n\n         3.    Stock Options.  As long as you are still employed on the vesting\n               -------------\ndate, you will vest in 50% of the options (discounted or otherwise) that vest\nduring your period of Continued Employment. The other 50% will be amended as\nnoted in paragraphs I.D. and II.C. below. All stock grants with vesting dates\nbeyond 24 months (or after 'Second Anniversary') of the Company's Decision will\nbe canceled. You will not be eligible to receive any other stock grants during\nthe period of Continued Employment.\n\n     D.    Additional benefits if you are still an employee on the Second\n           --------------------------------------------------------------\nAnniversary of the Company's Decision.  If you are still an employee on the\n-------------------------------------                                      \nSecond Anniversary of the Company's Decision, then you will receive these\nadditional benefits on the Second Anniversary of the Company's Decision:\n\n           1.  Stock Options.   As indicated above in paragraph I.C.3., 50% of\n               -------------\nyour options (discounted or otherwise) that would have vested during the period\nof Continued Employment will be amended at the time of the Company's Decision to\nprovide for a vesting date on the Second Anniversary of the Company's Decision.\nAll stock grants with vesting dates beyond the Second Anniversary of the\nCompany's Decision will be canceled. You will not be eligible to receive any\nother stock grants during the period of Continued Employment.\n\n     II.  In exchange for the above, you agree to provide the Company with the\nfollowing documents at the time of the Company's Decision:\n\n      A.  Resignation of officer status.  You will submit a written resignation\n          ------------------------------                                       \nfrom your position as a Company officer.\n\n      B.  Legal release.  You will sign a legal release of all claims, in a form\n         --------------                                                        \nacceptable to the Company, in its sole discretion, which will also include a\nconfidentiality provision and a non-disparagement clause.\n\n      C.  Amended stock grants.    You will sign a document canceling all stock\n         ---------------------                                                \noptions which have a vesting date more than 24 months from the date of the\nCompany's Decision.  Fifty percent of each grant which will vest within 24\nmonths of the Company's Decision will be amended so that the vesting date for\n50% of the shares is changed to be the date of the Second Anniversary of the\nCompany's Decision.\n \nLetter to John B. Wilson\nDecember 21, 1998\nPage 3\n\n      D.  Amended ELCAPP.  You will sign a consent to cancel further\n          ---------------                                           \nparticipation in the ELCAPP plan and amend your existing right to participate in\nthe plan to reflect the partial participation described in Paragraph I.C.2.\nabove.\n\n     III. Miscellaneous\n\n     In the event you become disabled during Continued Employment, your base\nsalary will be continued uninterrupted for the entire period of Continued\nEmployment, but will be offset by any amount you receive from the Company's\ndisability insurance carrier or a government disability program.  In the event\nof disability during the period of Continued Employment you will be allowed to\nvest in stock provided to you under this agreement for the duration of any\nCompany-provided medical leaves of absence ('MLOA') for which you qualify.  If\nyour disability exceeds the maximum allowable time for a MLOA, then any stock\nwhich would have vested after the end of the MLOA but during this period of\nContinued Employment will be canceled.\n\n     In the event you were to die during the period of Continued Employment,\nthen all stock options (discounted or otherwise) that would have been provided\nto you during the period of Continued Employment will be immediately accelerated\nand provided to your estate.  Your estate will not have any right to future\nsalary or bonuses (MICAP or ELCAPP) under this agreement.\n\n     By signing this agreement you agree that no promises or representations\nhave been made to you which do not appear in this letter agreement, and that\nthis letter contains the entire agreement between us and that you are not\nrelying on any representations or promises that do not appear in this letter.\n\n     John, you have contributed greatly to our organization and I trust that we\nwill have many more years of shared success.\n\n\n                              Very truly yours,\n\n                              \/s\/ Millard Drexler\n\n                              Millard S. Drexler\n                              President and Chief Executive Officer\n                              The Gap, Inc.\n\n\n\nAgreed to this 29 day of December, 1998\n\n\n\/s\/ John B. Wilson\n-------------------------\nJohn B. Wilson\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-40021","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\/40021","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=40021"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40021"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40021"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40021"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}