{"id":40155,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-qualified-stock-option-agreement-the-gap-inc-and-john-m.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-qualified-stock-option-agreement-the-gap-inc-and-john-m","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-qualified-stock-option-agreement-the-gap-inc-and-john-m.html","title":{"rendered":"Non-Qualified Stock Option Agreement &#8211; The Gap Inc. and John M. Lillie"},"content":{"rendered":"<pre>                                                      Grant No.   [ ]\n\n\n\n                                 THE GAP, INC.\n\n                     NON-QUALIFIED STOCK OPTION AGREEMENT\n\n\n  The Gap, Inc. (the \"Company\") hereby grants to John M. Lillie (the\n\"Employee\"), a stock option under The Gap, Inc. 1996 Stock Option and Award Plan\n(the \"Plan\"), to purchase shares of common stock of the Company, $0.05 par value\n(\"Shares\").  This option is subject to all of the terms and conditions contained\nin this Agreement, including the terms and conditions contained in the attached\nAppendix A.  The date of this Agreement is 1\/23\/2001.  Subject to the provisions\nof Appendix A and of the Plan, the principal features of this option are as\nfollows:\n \n                          Number of Shares\n              Purchasable with this Option:  750,000\n              ----------------------------\n \n                           Price per Share:  $29.405000\n                           ---------------\n \n                   Date Option was Granted:  1\/23\/2001\n                   -----------------------\n \n                            Date Option is\n           Scheduled to become Exercisable:  250,000 shares on 1\/23\/2002\n           -------------------------------   250,000 shares on 1\/23\/2003\n                                             250,000 shares on 1\/23\/2004\n \n                Latest Date Option Expires:  1\/23\/2011\n                --------------------------            \n\n  As provided in the Plan and in this Agreement, this option may terminate\nbefore the date written above, including before the option becomes exercisable\nor is exercised.  For example, if Employee's employment ends before the date\nthis option becomes exercisable, this option will terminate at the same time as\nEmployee's employment terminates.  See paragraphs 5, 6 and 7 of Appendix A for\nfurther information concerning how changes in employment affect termination of\nthis option.  PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE\nSPECIFIC TERMS AND CONDITIONS OF THIS OPTION.\n\n  IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement,\nin duplicate, to be effective as of the date first above written.\n\n                                        THE GAP, INC.\n \n                                        \/s\/ Millard S. Drexler\nDated: 1\/23\/2001                        -------------------------------------\n                                        Millard S. Drexler\n                                        President and Chief Executive Officer\n\n        My signature below indicates that I understand that this option is\nsubject to all of the terms and conditions of this Agreement (including the\nattached Appendix A) and of the Plan.\n\n                                        EMPLOYEE\n\n\nDated:  2\/19\/2001                       \/s\/ JOHN M. LILLIE\n \n\n                                        Address: ______________________________\n\n                                                 ______________________________\n\n                                        Social Security No.: __________________\n\n \n                                 APPENDIX A\n\n              TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION\n\n\n      1.  Grant of Option.  The Company hereby grants to Employee under the\n          ---------------                                                  \nPlan, as a separate incentive in connection with his or her employment and not\nin lieu of any salary or other compensation for his or her services, a non-\nqualified stock option to purchase, on the terms and conditions set forth in\nthis Agreement and the Plan, all or any part of the number of Shares set forth\non page 1 of this Agreement.  The option granted hereby is not intended to be an\nIncentive Stock Option within the meaning of Section 422 of the Code.\n\n      2.  Exercise Price.  The purchase price per Share (the \"Option Price\")\n          --------------                                                    \nshall be equal to the price set forth on page 1 of this Agreement.  The Option\nPrice shall be payable in the legal tender of the United States.\n\n      3.  Number of Shares.  The number and class of Shares specified in\n          ----------------                                              \nparagraph 1 above, and\/or the Option Price, are subject to appropriate\nadjustment in the event of changes in the capital stock of the Company by reason\nof stock dividends, split-ups or combinations of shares, reclassifications,\nmergers, consolidations, reorganizations or liquidations.  Subject to any\nrequired action of the stockholders of the Company, if the Company shall be the\nsurviving corporation in any merger or consolidation, the option granted\nhereunder (to the extent that it is still outstanding) shall pertain to and\napply to the securities to which a holder of the same number of Shares that are\nthen subject to the option would have been entitled.  To the extent that the\nforegoing adjustments relate to stock or securities of the Company, such\nadjustments shall be made by the Compensation and Stock Option Committee of the\nCompany's Board of Directors (the \"Committee\"), whose determination in that\nrespect shall be final, binding and conclusive.\n\n      4.  Commencement of Exercisability.  Except as otherwise provided in this\n          ------------------------------                                       \nAgreement, the right to exercise the option awarded by this Agreement shall\naccrue as set forth on page 1 of this Agreement, assuming that Employee is still\nemployed with the Company or an Affiliate through such date(s).  If Employee is\nnot employed on such date(s), the option shall terminate, as set out in\nparagraph 7.\n\n      5.  Postponement of Exercisability.  Notwithstanding paragraph 4 or any\n          ------------------------------                                     \nother provision of this Agreement, prior to the date this option is scheduled to\nbecome exercisable, the Committee, in its sole discretion, may determine that\nthe right to exercise the option awarded by this Agreement shall accrue on a\ndate later than such date. The Committee shall exercise its power to postpone\nthe commencement of exercisability only if the Committee, in its sole\ndiscretion, determines that Employee has taken a personal leave of absence (as\ndefined from time to time by the Committee) since the date of this Agreement.\nThe duration of the period of postponement shall equal the duration of the\npersonal leave of absence.  If Employee does not return from the personal leave\nof absence, the option shall terminate as set out in paragraph 7.\n\n      6.  Elimination of Exercisability.  Notwithstanding paragraph 4 or any\n          -----------------------------                                     \nother provision of this Agreement, prior to the date this option is scheduled to\nbecome exercisable, the Committee, in its sole discretion, may determine that\nthe right to exercise the option awarded by this Agreement shall never accrue as\nto all or part of the Shares specified in paragraph 1 (and as adjusted pursuant\nto paragraph 3, if appropriate), in which case the option shall terminate as to\nsuch Shares.  The Committee shall exercise such power only if the Committee, in\nits sole discretion, determines that (a) Employee's employment with the Company\nor an Affiliate has been reduced to less than a full-time basis, and\/or (b)\nEmployee has transferred to a position which, under the Committee's then\nexisting policy, normally would not qualify Employee to be granted options under\nthe Plan or to be granted the number of options granted under this Agreement.\n\n      7.  Termination of Option.  In the event that Employee's employment with\n          ---------------------                                               \nthe Company or an Affiliate terminates for any reason other than Retirement (as\ndefined in the Plan) or death, this option shall immediately thereupon\nterminate, except that Employee shall have up to the Maximum Term of the Option\n(as defined in paragraph 15 of this Appendix A) to exercise any unexercised\nportion of the option which is then exercisable.  In the event of Employee's\nRetirement, Employee may, within the Maximum Term of the Option , exercise any\nunexercised portion of the option (whether or not exercisable).  In the event\nthat Employee shall die while in the employ of the Company or an Affiliate, any\nunexercised portion of the option (whether or not exercisable) may be exercised\nby Employee's beneficiary or transferee, as hereinafter provided, for a period\nof one (1) year after the date of Employee's death or within ten (10) years from\nthe date of this Agreement, whichever shall first occur.  Notwithstanding the\npreceding two sentences, in the event that within one year of the date of this\nAgreement, Employee dies or terminates employment due to Retirement, this option\nshall immediately thereupon terminate.\n\n      8.  Persons Eligible to Exercise.  The option shall be exercisable during\n          ----------------------------                                         \nEmployee's lifetime only by Employee.  The option shall be non-transferable by\nEmployee other than by a beneficiary designation made in a form and manner\nacceptable to the Committee, or by will or the applicable laws of descent and\ndistribution.\n\n \n      9.  Death of Employee.  To the extent exercisable after Employee's death,\n          -----------------                                                    \nthe option shall be exercised only by Employee's designated beneficiary or\nbeneficiaries, or if no beneficiary survives Employee, by the person or persons\nentitled to the option under Employee's will, or if Employee shall fail to make\ntestamentary disposition of the option, his or her legal representative.  Any\ntransferee exercising the option must furnish the Company (a) written notice of\nhis or her status as transferee, (b) evidence satisfactory to the Company to\nestablish the validity of the transfer of the option and compliance with any\nlaws or regulations pertaining to said transfer, and (c) written acceptance of\nthe terms and conditions of the option as prescribed in this Agreement.\n\n      10. Exercise of Option.  The option may be exercised by the person then\n          ------------------                                                 \nentitled to do so as to any Shares which may then be purchased (a) by giving\nwritten notice of exercise to the Company, specifying the number of full Shares\nto be purchased and accompanied by full payment of the purchase price thereof\n(and the amount of any income tax the Company determines is required to be\nwithheld by reason of such exercise), and (b) by giving satisfactory assurances\nin writing if requested by the Company, signed by the person exercising the\noption, that the Shares to be purchased upon such exercise are being purchased\nfor investment and not with a view to the distribution thereof.\n\n      11. No Rights of Stockholder.  Neither Employee nor any person claiming\n          ------------------------                                           \nunder or through said Employee shall be or have any of the rights or privileges\nof a stockholder of the Company in respect of any of the Shares issuable upon\nthe exercise of the option, unless and until certificates representing such\nShares shall have been issued, recorded on the records of the Company or its\ntransfer agents or registrars, and delivered to Employee.\n\n      12. No Right to Continued Employment.  Employee understands and agrees\n          --------------------------------                                  \nthat this Agreement does not impact in any way the right of the Company, or the\nAffiliate employing Employee, as the case may be, to terminate or change the\nterms of the employment of Employee at any time for any reason whatsoever, with\nor without good cause.  Employee understands and agrees that his or her\nemployment is \"at-will\" and that either the Company or Employee may terminate\nEmployee's employment at any time and for any reason.  Employee also understands\nand agrees that his or her \"at-will\" status can only be changed by an express\nwritten contract signed by an authorized officer of the Company and Employee.\n\n      13. Addresses for Notices.  Any notice to be given to the Company under\n          ---------------------                                              \nthe terms of this Agreement shall be addressed to the Company, in care of its\nLaw Department, at The Gap, Inc., One Harrison, San Francisco, California 94105,\nor at such other address as the Company may hereafter designate in writing.  Any\nnotice to be given to Employee shall be addressed to Employee at the address set\nforth beneath Employee's signature hereto, or at such other address as Employee\nmay hereafter designate in writing.  Any such notice shall be deemed to have\nbeen duly given if and when enclosed in a properly sealed envelope, addressed as\naforesaid, registered or certified and deposited, postage and registry fee\nprepaid, in a United States post office.\n\n      14. Non-Transferability of Option.  Except as otherwise herein provided,\n          -----------------------------                                       \nthe option herein granted and the rights and privileges conferred hereby shall\nnot be transferred, assigned, pledged or hypothecated in any way (whether by\noperation of law or otherwise) and shall not be subject to sale under execution,\nattachment or similar process.  Upon any attempt to transfer, assign, pledge,\nhypothecate or otherwise dispose of said option, or of any right or privilege\nconferred hereby, contrary to the provisions hereof, or upon any attempted sale\nunder any execution, attachment or similar process upon the rights and\nprivileges conferred hereby, said option and the rights and privileges conferred\nhereby shall immediately become null and void.\n\n      15. Maximum Term of Option.  Notwithstanding any other provision of this\n          ----------------------                                              \nAgreement, this option is not exercisable after the expiration of ten (10) years\nfrom the date of this Agreement.\n\n      16. Binding Agreement.  Subject to the limitation on the transferability\n          -----------------                                                   \nof the option contained herein, this Agreement shall be binding upon and inure\nto the benefit of the heirs, legatees, legal representatives, successors and\nassigns of the parties hereto.\n\n      17. Plan Governs.  This Agreement is subject to all terms and provisions\n          ------------                                                        \nof the Plan.  In the event of a conflict between one or more provisions of this\nAgreement and one or more provisions of the Plan, the provisions of the Plan\nshall govern.  Terms used and not defined in this Agreement shall have the\nmeaning set forth in the Plan.\n\n      18. Committee Authority.  The Committee shall have the power to interpret\n          -------------------                                                  \nthe Plan and this Agreement and to adopt such rules for the administration,\ninterpretation and application of the Plan as are consistent therewith and to\ninterpret or revoke any such rules.  All actions taken and all interpretations\nand determinations made by the Committee in good faith shall be final and\nbinding upon Employee, the Company and all other interested persons.  No member\nof the Committee shall be personally liable for any action, determination or\ninterpretation made in good faith with respect to the Plan or this Agreement.\n\n \n      19. Captions.  Captions provided herein are for convenience only and are\n          --------                                                            \nnot to serve as a basis for interpretation or construction of this Agreement.\n\n      20. Modifications to this Agreement.  This Agreement constitutes the\n          -------------------------------     \nentire understanding of the parties on the subjects covered. Employee expressly\nwarrants that he or she is not accepting this Agreement in reliance on any\npromises, representations, or inducements other than those contained herein.\nModifications to this Agreement or the Plan can be made only in an express\nwritten contract executed by a duly authorized officer of the Company.\n\n      21. Agreement Severable.  In the event that any provision in this\n          -------------------                                          \nAgreement shall be held invalid or unenforceable, such provision shall be\nseverable from, and such invalidity or unenforceability shall not be construed\nto have any effect on, the remaining provisions of this Agreement.\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-40155","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\/40155","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=40155"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40155"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40155"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40155"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}