{"id":40245,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/perfomance-share-agreement-gap.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"perfomance-share-agreement-gap","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/perfomance-share-agreement-gap.html","title":{"rendered":"Perfomance Share Agreement – Gap"},"content":{"rendered":"

Award No. <\/strong> <\/u><\/p>\n

THE GAP, INC. <\/strong><\/p>\n

PERFORMANCE SHARE AGREEMENT <\/strong><\/p>\n

The Gap, Inc. (the “Company”) hereby grants to <\/u> (the “Employee”), an
\naward (the “Award”) of Performance Shares, which represent the right to receive
\nshares of the Company153s common stock, $0.05 par value (the “Shares”) subject to
\nthe fulfillment of performance and vesting conditions and the other conditions
\nset forth in the attached Appendix A and Appendix B. This Award is granted
\npursuant to The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and is
\nsubject to all of the terms and conditions contained in this Performance Share
\nAgreement including the terms and conditions contained in the attached Appendix
\nA and Appendix B (collectively, the “Agreement”). The date of this Agreement is
\n <\/u> (“Date of Grant”). Subject to the provisions of Appendix A, Appendix B
\nand of the Plan, the principal features of this Award are as follows:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nNumber of Performance Shares at
\nThreshold Performance: <\/u><\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nNumber of Performance Shares at Target
\nPerformance: <\/u><\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nMaximum Number of Performance Shares:<\/u><\/strong>\n<\/td>\n<\/td>\n <\/u><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nDate(s) Performance Shares<\/strong><\/td>\n<\/td>\n <\/u><\/p>\n

if Performance Goals are met<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\nScheduled to Vest:<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Performance Goals: <\/strong>The actual number of Shares to be earned
\nunder this Award will be determined based on (1) attainment of annual, or other
\nperiod, division or corporate earnings goals over 3 years, and (2) achievement
\nof Company cumulative earnings goals for the same 3 years. In both cases, the
\nearnings goals and the extent to which they have been achieved will be
\ndetermined by the Compensation and Management Development Committee (the
\n“Committee”) of the Board of Directors, in its sole discretion. In addition, the
\nnumber of Shares earned under this Award may be further reduced at the
\nCommittee153s discretion.<\/p>\n

Date(s) Performance Shares Scheduled to Vest: <\/strong>To the extent
\nthat the Performance Goals described above are achieved and Shares are earned,
\nas determined and certified by the Committee, then (1) 50% of the earned Shares
\nshall be paid on the date in <\/u> that the Committee certifies attainment
\n(the “Certification Date”), and (2) the remaining 50% of the earned Shares shall
\nvest on the one year anniversary of the Certification Date. Notwithstanding the
\nforegoing, if the Employee is demoted to a lower Company salary grade before the
\nend of fiscal year <\/u><\/strong>, Employee shall forfeit his or her
\nAward.<\/p>\n

As provided in the Plan and in this Agreement, this Award may terminate
\nbefore the scheduled vest date(s) of the Performance Shares. For example, if
\nEmployee153s Termination of Service occurs before the date this Award vests, this
\nAward will terminate at the same time as such termination. Important additional
\ninformation on vesting and forfeiture of the Performance Shares covered by this
\nAward including those due to changes in employment is contained in paragraphs 3
\nthrough 6 of Appendix A.<\/p>\n

IN WITNESS WHEREOF, the Company and the Employee have executed this
\nAgreement, in duplicate, to be effective as of the date first above written.\n<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

THE GAP, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

My signature below indicates that I understand that this Award is 1) subject
\nto all of the terms and conditions of this Agreement (including the attached
\nAppendix A and Appendix B) and of the Plan, 2) not considered salary, nor<\/p>\n

\n

is it a promise for future grants of Performance Shares, 3) not a term or
\ncondition of my employment with the Company (or one of its Affiliates), and 4)
\nmade at the sole discretion of the Company.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

EMPLOYEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n\n

Signature:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

APPENDIX A <\/strong><\/p>\n

TERMS AND CONDITIONS OF PERFORMANCE SHARES <\/strong>\n<\/p>\n

1. Grant of Performance Shares<\/u>. The Company hereby grants to the
\nEmployee as a separate incentive that is not in lieu of any salary or other
\ncompensation for his or her services, an Award with respect to the number of
\nPerformance Shares set forth on page 1 of this Agreement, subject to all the
\nterms and conditions in this Agreement and the Plan. Employee understands and
\nagrees that this Award does not guarantee any future Performance Share grants
\nand that grants are made at the sole discretion of the Company.<\/p>\n

2. Company153s Obligation to Pay<\/u>. Unless and until a Performance Share
\nhas vested in accordance with the vesting schedule set forth on the first page
\nof this Agreement, the Employee will have no right to payment of a Share with
\nrespect to the Performance Share. Prior to actual payment of any Shares pursuant
\nto vested Performance Shares, each Performance Share represents an unsecured
\nobligation of the Company, payable (if at all) only from the general assets of
\nthe Company. No Shares shall be issued until after the Performance Shares have
\nvested in accordance with the terms hereof and shall be issued in accordance
\nwith the settlement terms hereof.<\/p>\n

3. Vesting of Performance Shares and Issuance of Shares<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Subject to paragraphs 4, 5 and 6, the Performance Shares subject to this
\nAgreement will vest (as to the number of Performance Shares determined based on
\nthe extent to which the Performance Goals have been achieved) on the dates shown
\non the first page of this Agreement (each a “Vesting Date”), but in each case,
\nonly if the Employee has been continuously employed by, or providing consulting
\nservices to, the Company or one of its Affiliates from the date of this Award
\nuntil the applicable Vesting Date of the Performance Shares. If Employee has had
\na Termination of Service prior to such date(s), the Award shall terminate as set
\nforth in paragraph 6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Subject to earlier issuance pursuant to paragraph 4 or 5, upon each Vesting
\nDate, one Share shall be issued for each Performance Share that vests on such
\nVesting Date, subject to the terms and provisions of the Plan and this
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

If the Committee, in its discretion, accelerates the vesting of the balance,
\nor some lesser portion of the balance, of the Performance Shares, the payment of
\nsuch accelerated Performance Shares nevertheless shall be made at the same time
\nor times as if such Performance Shares had vested in accordance with the vesting
\nschedule set forth on the first page of this Agreement (whether or not the
\nEmployee remains employed by the Company or by one of its Affiliates as of such
\ndate(s)).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Notwithstanding the foregoing, if the Committee, in its discretion,
\naccelerates the vesting of the balance, or some lesser portion of the balance,
\nof the Performance Shares in connection with Employee153s “separation from
\nservice” within the meaning of Section 409A) and if (i) Employee is subject to
\nU.S. income tax, and (ii) Employee is a “specified employee” within the meaning
\nof Section 409A at the time of such separation from service, then any such
\naccelerated Performance Shares otherwise payable within the six (6) month period
\nfollowing Employee153s separation from service instead will be paid on the date
\nthat is six (6) months and one (1) day following the date of Employee153s
\nseparation from service, unless the Employee dies following his or her
\nseparation from service prior to such time, in which case, the Performance
\nShares will be paid to the Employee153s estate (or beneficiary) upon his or her
\ndeath, subject to paragraph 7. Thereafter, such Performance Shares shall
\ncontinue to be paid in accordance with the requirements of paragraph 3(c). For
\npurposes of this Agreement, “Section 409A” means Section 409A of the U.S.
\nInternal Revenue Code of 1986, as amended, and any final Treasury Regulations
\nand other Internal Revenue Service guidance thereunder, as each may be amended
\nfrom time to time (“Section 409A”). This paragraph 3(d) shall only apply to the
\nextent necessary to avoid taxation under Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

It is the intent of this Agreement to comply with the requirements of Section
\n409A so that none of the Performance Shares granted under this Agreement or the
\nShares issued in payment thereof will be subject to the additional tax imposed
\nunder Section 409A, and any ambiguities herein will be interpreted to so comply.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

No fractional Shares shall be issued under this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

4. Death<\/u>. In the event of the Employee153s death after the end of the
\napplicable performance period, the remaining Performance Shares shall
\nautomatically and with no exercise of discretion by the Committee become fully
\nvested, and shall be settled, on the date of death to the extent that the
\nPerformance Goals have been achieved as of the date of death.<\/p>\n

5. Retirement<\/u>.<\/p>\n

(a) Except as would result in taxation under Section 409A, a portion of the
\nremaining Performance Shares automatically and with no exercise of discretion by
\nthe Committee shall become fully vested, and shall be settled, and applicable
\ntaxes shall be withheld by the Company or its designated Affiliate in accordance
\nwith paragraph 7 at the following time: (i) if the Performance Goals have been
\nachieved before the Employee becomes eligible for Retirement (as defined below),
\non the later of the date the Employee becomes eligible for Retirement or
\nNovember 15th<\/sup> of the year in which Employee becomes eligible for
\nRetirement; or (ii) if Employee becomes eligible for Retirement before the
\nPerformance Goals are achieved, on the later of the date the Performance Goals
\nare achieved or November 15th<\/sup> of the year in which the Performance
\nGoals are achieved. The portion of the remaining Performance Shares that vests
\nand is settled in accordance with the preceding sentence shall have an aggregate
\nmarket value sufficient to pay any taxes required to be withheld by the Company
\n(or an Affiliate) solely as a result of (a) the Employee153s becoming eligible to
\nreceive shares of common stock upon Retirement pursuant to paragraph 5(b), and
\n(b) the vesting and settlement of such portion of the remaining Performance
\nShares.<\/p>\n

(b) In the event of Employee153s Retirement (as defined below) after the end of
\nthe applicable performance period that, in the case of U.S. taxpayers, qualifies
\nas a “separation from service” within the meaning of Section 409A, the remaining
\nPerformance Shares automatically and with no exercise of discretion by the
\nCommittee shall become fully vested, and shall be settled, on the date of
\nRetirement, to the extent that the Performance Goals have been achieved on or
\nbefore the date of Retirement. If (i) Employee is subject to U.S. income tax,
\nand (ii) Employee is a “specified employee” within the meaning of Section 409A
\nat the time of Employee153s Retirement then the payment of such accelerated
\nPerformance Shares will not be made until the date six (6) months and one (1)
\nday following the date of Employee153s Retirement, unless the Employee dies
\nfollowing such Retirement prior to such time, in which case, the Performance
\nShares will be paid to the Employee153s estate upon his or her death, subject to
\nparagraph 7.<\/p>\n

For purposes of this Agreement, “Retirement” shall mean Employee153s
\nTermination of Service for any reason (other than due to Employee153s misconduct
\nas determined by the Company in its sole discretion) after Employee has attained
\nage 60 and completed at least five (5) years of continuous service as an
\nEmployee of the Company or an Affiliate.<\/p>\n

6. Termination of Service.<\/u> Notwithstanding any contrary provision of
\nthis Agreement, the balance of Performance Shares that have not vested pursuant
\nto paragraphs 3, 4 or 5 will be forfeited and cancelled automatically at the
\ntime of the Employee153s Termination of Service. For purposes of this Agreement,
\nTermination of Service shall have the meaning set forth in the Plan and be
\ndetermined by reference to Employee153s active service without reference to any
\nother agreement, written or oral, including Employee153s contract of employment
\n(if any). Thus, in the event of Employee153s Termination of Service (whether or
\nnot in breach of local labor laws), unless otherwise expressly provided for
\nunder this Agreement, Employee153s right to vest in the Performance Shares under
\nthe Plan, if any, will terminate effective on Employee153s Termination of Service
\nand will not be extended by any notice period mandated under local law
\n(e.g.<\/em>, active employment would not include a period of “garden leave”
\nor similar period pursuant to local law); the Committee shall have the exclusive
\ndiscretion to determine when the Employee has incurred a Termination of Service.\n<\/p>\n

7. Withholding Taxes<\/u>. Regardless of any action the Company or
\nEmployee153s employer (the “Employer”) takes with respect to any or all income
\ntax, social insurance, payroll tax, or other tax-related items related to the
\nEmployee153s participation in the Plan and legally applicable to the Employee
\n(“Tax-Related Items”), the Employee acknowledges and agrees that the ultimate
\nliability for all Tax-Related Items legally due by the Employee is and remains
\nthe Employee153s responsibility and may exceed the amount actually withheld by the
\nCompany or the Employer. Employee further acknowledges that the Company and\/or
\nthe Employer (a) makes no representations or undertakings regarding the
\ntreatment of any Tax-Related Items in connection with any aspect of the
\nPerformance Shares, including the grant or vesting of the Performance Shares,
\nthe subsequent sale of Shares acquired under the Plan and the receipt of
\ndividends, if any; and (b) does not commit to and is under no obligation to
\nstructure the terms of the Performance Shares or any aspect of the Performance
\nShares to reduce or eliminate the Employee153s liability for Tax-Related Items, or
\nachieve any particular tax result. Further, if Employee has become subject to
\ntax in more than one jurisdiction between the date of grant and the date of any
\nrelevant taxable event, Employee acknowledges that the Company and\/or the
\nEmployer (or former employer, as applicable) may be required to withhold or
\naccount for Tax-Related Items in more than one jurisdiction.<\/p>\n

\n

No payment will be made to the Employee (or his or her estate) for the
\nPerformance Shares unless and until satisfactory arrangements (as determined by
\nthe Committee) have been made by the Employee with respect to the payment of any
\nTax-Related Items obligations of the Company and\/or the Employer with respect to
\nthe Performance Shares. In this regard, the Employee authorizes the Company
\nand\/or the Employer, or their respective agents, at their discretion, to satisfy
\nthe obligations with regard to all Tax-Related Items by one or a combination of
\nthe following:<\/p>\n

(a) withholding from Employee153s wages or other cash compensation paid to
\nEmployee by the Company or the Employer; or<\/p>\n

(b) withholding from proceeds of the sale of Shares acquired upon vesting of
\nthe Performance Shares, either through a voluntary sale or through a mandatory
\nsale arranged by the Company (on Employee153s behalf pursuant to this
\nauthorization); or<\/p>\n

(c) withholding in Shares to be issued upon vesting of the Performance
\nShares; or<\/p>\n

(d) surrendering already-owned Shares having a Fair Market Value equal to the
\nTax-Related Items that have been held for such period of time to avoid adverse
\naccounting consequences.<\/p>\n

If the obligation for Tax-Related Items is satisfied by withholding Shares,
\nfor tax purposes, the Employee is deemed to have been issued the full number of
\nShares subject to the Performance Shares, notwithstanding that a number of the
\nShares is held back solely for the purpose of paying the Tax-Related Items due
\nas a result of the Employee153s participation in the Plan. The Employee shall pay
\nto the Company or Employer any amount of Tax-Related Items that the Company may
\nbe required to withhold or account for as a result of the Employee153s
\nparticipation in the Plan that cannot be satisfied by one or more of the means
\npreviously described in this paragraph 7. The Employee acknowledges and agrees
\nthat the Company may refuse to issue or deliver the Shares or the proceeds of
\nthe sale of Shares if Employee fails to comply with his or her obligations in
\nconnection with the Tax-Related Items.<\/p>\n

It is the Company153s current practice to withhold a portion of the Shares
\nscheduled to be issued pursuant to vested Performance Shares that have an
\naggregate market value sufficient to pay the Tax-Related Items. The Company will
\nonly withhold whole Shares and therefore the Employee also authorizes deduction
\nwithout notice from salary or other amounts payable to the Employee of cash in
\nan amount sufficient to satisfy the Employer153s remaining tax withholding
\nobligation. Notwithstanding the previous two sentences, the Employee, if the
\nCompany in its sole discretion so agrees, may elect to furnish to the Company
\nwritten notice, no more than 30 days and no less than 5 days in advance of a
\nscheduled Vesting Date (or other required withholding event), of his or her
\nintent to satisfy the tax withholding requirement by remitting the full amount
\nof the tax withholding to the Company on the scheduled Vesting Date (or other
\nrequired withholding event). In the event that Employee provides such written
\nnotice and fails to satisfy the amounts required for the Tax-Related Items by
\nthe Vesting Date (or other required withholding event), the Company shall
\nsatisfy the tax withholding requirement pursuant to the first two sentences of
\nthis paragraph. However, the Company reserves the right to withhold for
\nTax-Related Items pursuant to any means set forth in this paragraph.<\/p>\n

8. Vesting\/ Foreign Taxes Due<\/u>. If Employee is subject to tax in a
\ncountry outside the U.S. (“Foreign Country”) and if pursuant to the tax rules in
\nsuch Foreign Country, Employee will be subject to tax prior to the date that
\nEmployee is issued Shares pursuant to this Agreement, the Committee, in its
\ndiscretion, may accelerate vesting and settlement of a portion of the
\nPerformance Shares to the extent necessary to pay the foreign taxes due (and any
\napplicable U.S. income taxes due as a result of the acceleration of vesting and
\nsettlement) but only if such acceleration does not result in taxation under
\nSection 409A (as permitted under Treasury Regulation Section
\n1.409A-3(j)(4)(xi)).<\/p>\n

9. Beneficiary Designation<\/u>. Any distribution or delivery to be made to
\nthe Employee under this Agreement will, if the Employee is then deceased, be
\nmade to the Employee153s designated beneficiary to the extent such designation is
\nvalid under applicable law, or if no such beneficiary survives the Employee or
\nno beneficiary is designated, the person or persons entitled to such
\ndistribution or delivery under the Employee153s will or, to the executor of his or
\nher estate. In order to be effective, a beneficiary designation must be made by
\nthe Employee in a form and manner acceptable to the Company and permitted by the
\nCompany. Any transferee must furnish the Company with (a) written notice of his
\nor her status as transferee, and (b) evidence satisfactory to the Company to
\nestablish the validity of the transfer and compliance with any laws or
\nregulations pertaining to said transfer.<\/p>\n

10. Conditions to Issuance of Shares<\/u>. The Shares deliverable to the
\nEmployee on the Vesting Date(s) may be either previously authorized but unissued
\nShares or issued Shares that have been reacquired by the Company. The Company
\nshall not be required to issue any Shares hereunder so long as the Company
\nreasonably anticipates that such issuance will violate Federal securities law,
\nforeign securities law or other applicable law; provided however, that in such
\nevent the Company shall issue such Shares at the earliest possible date at which
\nthe Company<\/p>\n

\n

reasonably anticipates that the issuance of the shares will not cause such
\nviolation. For purposes of the previous sentence, any issuance of Shares that
\nwould cause inclusion in gross income or the application of any penalty
\nprovision or other provision of the Internal Revenue Code or foreign tax law
\nshall not be treated as a violation of applicable law.<\/p>\n

11. Rights as Stockholder<\/u>. Neither the Employee nor any person
\nclaiming under or through the Employee will have any of the rights or privileges
\nof a stockholder of the Company in respect of any Performance Share unless and
\nuntil Shares have been issued in accordance with paragraph 3, 4 or 5, recorded
\non the records of the Company or its transfer agents or registrars, and
\ndelivered to the Employee. Except as provided in paragraph 12, after such
\nissuance, recordation, and delivery, the Employee will have all the rights of a
\nstockholder of the Company with respect to voting such Shares and receipt of
\ndividends and distributions on such Shares.<\/p>\n

12. Adjustments<\/u>. The Award is subject to adjustment in accordance with
\nSection 4.3 of the Plan.<\/p>\n

13. Nature of Grant<\/u>. In accepting the grant of Performance Shares, the
\nEmployee acknowledges that:<\/p>\n

(a) the grant of the Performance Shares is voluntary and occasional and does
\nnot create any contractual or other right to receive future grants of
\nPerformance Shares, or benefits in lieu of Performance Shares, even if
\nPerformance Shares have been granted repeatedly in the past;<\/p>\n

(b) all decisions with respect to future Performance Share grants, if any,
\nwill be at the sole discretion of the Company;<\/p>\n

(c) the Employee153s participation in the Plan shall not create a right to
\nfurther employment with the Employer and shall not interfere with the ability of
\nthe Employer to terminate his or her employment relationship at any time;<\/p>\n

(d) the Employee is voluntarily participating in the Plan;<\/p>\n

(e) the Performance Shares are an extraordinary item that do not constitute
\ncompensation of any kind for services of any kind rendered to the Company or the
\nEmployer, and which are outside the scope of the Employee153s employment contract,
\nif any;<\/p>\n

(f) the Performance Shares and the Shares subject to the Performance Shares
\nare not intended to replace any pension rights or compensation;<\/p>\n

(g) the Performance Shares are not part of normal or expected compensation or
\nsalary for any purposes, including, but not limited to, calculating any
\nseverance, resignation, termination, redundancy, dismissal, end of service
\npayments, bonuses, long-service awards, pension or retirement or welfare
\nbenefits or similar payments and in no event should be considered as
\ncompensation for, or relating in any way to, past services for the Company or
\nthe Employer;<\/p>\n

(h) the Performance Shares grant and the Employee153s participation in the Plan
\nwill not be interpreted to form an employment contract or relationship with the
\nCompany or any Affiliate;<\/p>\n

(i) the future value of the Shares is unknown and cannot be predicted with
\ncertainty; further, neither the Company, nor any Affiliate is responsible for
\nany foreign exchange fluctuation between local currency and the United States
\nDollar that may affect the value of the Performance Shares;<\/p>\n

(j) in consideration of the grant of the Performance Shares, no claim or
\nentitlement to compensation or damages shall arise from forfeiture of the
\nPerformance Shares resulting from Employee153s Termination of Service with the
\nEmployer (for any reason whatsoever and whether or not in breach of local labor
\nlaws) and the Employee irrevocably releases the Employer from any such claim
\nthat may arise; if, notwithstanding the foregoing, any such claim is found by a
\ncourt of competent jurisdiction to have arisen, the Employee shall be deemed
\nirrevocably to have waived his or her entitlement to pursue such claim; and<\/p>\n

(k) the Performance Shares and the benefits under the Plan, if any, will not
\nautomatically transfer to another company in the case of a merger, take-over or
\ntransfer of liability.<\/p>\n

14. No Advice Regarding Grant<\/u>. The Company is not providing any tax,
\nlegal or financial advice, nor is the Company making any recommendations
\nregarding the Employee153s participation in the Plan, or his or her acquisition or
\nsale of the underlying Shares. The Employee is hereby advised to consult with
\nhis or her own personal tax, legal and financial advisors regarding the
\nEmployee153s participation in the Plan before taking any action related to the
\nPlan.<\/p>\n

\n

15. Data Privacy<\/u>. The Employee hereby explicitly and
\nunambiguously consents to the collection, use and transfer, in electronic or
\nother form, of the Employee153s personal data as described in this Agreement by
\nand among, as applicable, the Company and its Affiliates for the exclusive
\npurpose of implementing, administering and managing the Employee153s participation
\nin the Plan.<\/em><\/strong><\/p>\n

The Employee understands that the Company and its Affiliates may
\nhold certain personal information about the Employee, including, but not limited
\nto, the Employee153s name, home address and telephone number, date of birth,
\nsocial insurance number or other identification number, salary, nationality, job
\ntitle, any Shares or directorships held in the Company or any Affiliate, details
\nof all Performance Shares or any other entitlement to Shares awarded, canceled,
\nexercised, vested, unvested or outstanding in the Employee153s favor, for the
\nexclusive purpose of implementing, administering and managing the Plan
\n(“Personal Data”).<\/em><\/strong><\/p>\n

The Employee understands that Personal Data may be transferred to
\nany third parties assisting in the implementation, administration and management
\nof the Plan, that these recipients may be located in the United States, the
\nEmployee153s country, or elsewhere, and that the recipient153s country may have
\ndifferent data privacy laws and protections than the Employee153s country. The
\nEmployee understands that he or she may request a list with the names and
\naddresses of any potential recipients of the Personal Data by contacting the
\nEmployee153s local human resources representative. The Employee authorizes the
\nrecipients to receive, possess, use, retain and transfer the Personal Data, in
\nelectronic or other form, for the purposes of implementing, administering and
\nmanaging the Employee153s participation in the Plan, including any requisite
\ntransfer of such Personal Data as may be required to a broker or other third
\nparty with whom the Employee may elect to deposit any Shares received upon
\nvesting of the Performance Shares. The Employee understands that Personal Data
\nwill be held only as long as is necessary to implement, administer and manage
\nthe Employee153s participation in the Plan. The Employee understands that he or
\nshe may, at any time, view Personal Data, request additional information about
\nthe storage and processing of Personal Data, require any necessary amendments to
\nPersonal Data or refuse or withdraw the consents herein, without cost, by
\ncontacting in writing the Employee153s local human resources representative. The
\nEmployee understands that refusal or withdrawal of consent may affect the
\nEmployee153s ability to participate in the Plan or to realize benefits from the
\nPerformance Shares. For more information on the consequences of the Employee153s
\nrefusal to consent or withdrawal of consent, the Employee understands that he or
\nshe may contact his or her local human resources representative.<\/em><\/strong>\n<\/p>\n

16. Plan Governs<\/u>. This Agreement is subject to all the terms and
\nprovisions of the Plan. In the event of a conflict between one or more
\nprovisions of this Agreement and one or more provisions of the Plan, the
\nprovisions of the Plan will govern. Terms used in this Agreement that are not
\ndefined in this Agreement will have the meaning set forth in the Plan.<\/p>\n

17. Committee Authority<\/u>. The Committee will have the power to
\ninterpret the Plan and this Agreement and to adopt such rules for the
\nadministration, interpretation and application of the Plan as are consistent
\ntherewith and to interpret or revoke any such rules (including, but not limited
\nto, the determination of whether or not any portion of the Performance Share has
\nvested). All actions taken and all interpretations and determinations made by
\nthe Committee in good faith will be final and binding upon the Employee, the
\nCompany and all other interested persons. No member of the Committee will be
\npersonally liable for any action, determination or interpretation made in good
\nfaith with respect to the Plan or this Agreement.<\/p>\n

18. No Modification of At-Will Status<\/u>. Employee understands and agrees
\nthat this Agreement does not impact in any way the right of the Employer to
\nterminate or change the terms of the employment of Employee at any time for any
\nreason whatsoever, with or without good cause provided in accordance with
\napplicable local law. Employee understands and agrees that unless contrary to
\napplicable local law or there is an employment contract in place providing
\notherwise, his or her employment is “at-will” and that either the Employer or
\nEmployee may terminate Employee153s employment at any time and for any reason
\nsubject to applicable local law. Employee also understands and agrees that his
\nor her “at-will” status (if applicable) can only be changed by an express
\nwritten contract signed by an authorized officer of the Company and Employee if
\nthe Employee153s employer is the Company.<\/p>\n

19. Non-Transferability of Award<\/u>. Except as otherwise herein provided,
\nthe Performance Shares herein granted and the rights and privileges conferred
\nhereby will not be transferred, assigned, pledged or hypothecated in any way
\n(whether by operation of law or otherwise) and will not be subject to sale under
\nexecution, attachment or similar process. Upon any attempt to transfer, assign,
\npledge, hypothecate or otherwise dispose of such Performance Share, or of any
\nright or privilege conferred hereby, contrary to the provisions hereof, or upon
\nany attempted sale under any execution, attachment or similar process upon the
\nrights and privileges conferred hereby, such Performance Share and the rights
\nand privileges conferred hereby will immediately become null and void.<\/p>\n

\n

20. Binding Agreement<\/u>. Subject to the limitation on the
\ntransferability of the Performance Share contained herein, this Agreement shall
\nbe binding upon and inure to the benefit of the heirs, legatees, legal
\nrepresentatives, successors and assigns of the Employee and the Company.<\/p>\n

21. Addresses for Notices<\/u>. Any notice to be given to the Company under
\nthe terms of this Agreement will be addressed to the Company, in care of its
\nLegal Department, at The Gap, Inc., Two Folsom, San Francisco, California 94105,
\nor at such other address as the Company may hereafter designate in writing. Any
\nnotice to be given to the Employee will be addressed to the Employee at the
\naddress set forth on the records of the Company. Any such notice will be deemed
\nto have been duly given if and when enclosed in a properly sealed envelope,
\naddressed as aforesaid, and deposited, postage prepaid, in a United States post
\noffice or generally recognized international courier such as DHL or Federal
\nExpress.<\/p>\n

22. Captions<\/u>. Captions provided herein are for convenience only and
\nare not to serve as a basis for interpretation or construction of this
\nAgreement.<\/p>\n

23. Agreement Severable<\/u>. In the event that any provision in this
\nAgreement will be held invalid or unenforceable, such provision will be
\nseverable from, and such invalidity or unenforceability will not be construed to
\nhave any effect on, the remaining provisions of this Agreement.<\/p>\n

24. Modifications to the Agreement<\/u>. This Agreement constitutes the
\nentire understanding of the parties on the subjects covered. The Employee
\nexpressly warrants that he or she is not accepting this Agreement in reliance on
\nany promises, representations, or inducements other than those contained herein.
\nModifications to this Agreement or the Plan can be made only in an express
\nwritten agreement executed by a duly authorized officer of the Company.<\/p>\n

25. Amendment, Suspension or Termination of the Plan<\/u>. By accepting
\nthis Award, the Employee expressly warrants that he or she has received a right
\nto an equity based award under the Plan, and has received, read, and understood
\na description of the Plan. The Employee understands that the Plan is
\ndiscretionary in nature and may be modified, suspended, or terminated by the
\nCompany at any time.<\/p>\n

26. Notice of Governing Law and Venue<\/u>. This Agreement shall be
\ngoverned by, and construed in accordance with, the laws of the State of
\nCalifornia without regard to principles of conflict of laws. For purposes of
\nlitigating any dispute that arises directly or indirectly from the relationship
\nof the parties evidenced by this grant or the Agreement, the parties hereby
\nsubmit to and consent to the exclusive jurisdiction of the State of California
\nand agree that such litigation shall be conducted only in the courts of San
\nFrancisco County, California, or the federal courts for the United States for
\nthe Northern District of California and no other courts, where this grant is
\nmade and\/or to be performed.<\/p>\n

27. Electronic Delivery<\/u>. The Company may, in its sole discretion,
\ndecide to deliver any documents related to current or future participation in
\nthe Plan by electronic means. The Employee hereby consents to receive such
\ndocuments by electronic delivery and agrees to participate in the Plan through
\nan on-line or electronic system established and maintained by the Company or
\nanother third party designated by the Company.<\/p>\n

28. Language<\/u>. If the Employee has received this Agreement, including
\nAppendices, or any other document related to the Plan translated into a language
\nother than English, and the meaning of the translated version is different than
\nthe English version, the English version will control.<\/p>\n

29. Appendix B<\/u>. Notwithstanding any provisions in this Agreement, the
\nPerformance Shares shall be subject to any special terms and conditions set
\nforth in any Appendix to this Agreement for Employee153s country. Moreover, if the
\nEmployee relocates to one of the countries included in Appendix B, the special
\nterms and conditions for such country will apply to the Employee, to the extent
\nCompany determines that the application of such terms and conditions is
\nnecessary or advisable in order to comply with local law or facilitate the
\nadministration of the Plan. As stated above, Appendix B constitutes part of this
\nAgreement.<\/p>\n

30. Imposition of Other Requirements<\/u>. The Company reserves the right
\nto impose other requirements on Employee153s participation in the Plan, on the
\nPerformance Shares and on any Shares acquired under the Plan, to the extent the
\nCompany determines it is necessary or advisable in order to comply with local
\nlaw or facilitate the administration of the Plan, and to require the Employee to
\nsign any additional agreements or undertakings that may be necessary to
\naccomplish the foregoing.<\/p>\n

* * *<\/p>\n

\n

APPENDIX B <\/strong><\/p>\n

ADDITIONAL TERMS AND CONDITIONS OF THE GAP, INC.
\n<\/strong><\/p>\n

PERFORMANCE SHARE AGREEMENT <\/strong><\/p>\n

NON-U.S. EMPLOYEES <\/strong><\/p>\n

Terms and Conditions <\/em><\/strong><\/p>\n

This Appendix B includes special terms and conditions applicable to Employee
\nif Employee resides in one of the countries listed below. These terms and
\nconditions are in addition to or, if so indicated, in place of, the terms and
\nconditions set forth in the Agreement. Unless otherwise provided below,
\ncapitalized terms used but not defined herein shall have the same meanings
\nassigned to them in the Plan and the Agreement.<\/p>\n

Notifications <\/em><\/strong><\/p>\n

This Appendix also includes country-specific information of which Employee
\nshould be aware with respect to his or her participation in the Plan. The
\ninformation is based on the securities, exchange control and other laws in
\neffect in the respective countries as of May 2011. Such laws are often complex
\nand change frequently. As a result, the Company strongly recommends that
\nEmployee does not rely on the information noted herein as the only source of
\ninformation relating to the consequences of Employee153s participation in the Plan
\nbecause the information may be out of date at the time that Employee vests in
\nPerformance Shares or sells Shares acquired under the Plan.<\/p>\n

In addition, the information is general in nature and may not apply to
\nEmployee153s particular situation, and the Company is not in a position to assure
\nEmployee of any particular result. Accordingly, Employee is advised to seek
\nappropriate professional advice as to how the relevant laws in his or her
\ncountry may apply to his or her situation. Finally, please note that if Employee
\nis a citizen or resident of a country other than the country in which he or she
\nis currently working, or transfers employment after grant, the information
\ncontained in this Appendix may not be applicable to Employee.<\/p>\n

CANADA <\/u><\/strong><\/p>\n

Settlement of Performance Shares. <\/strong>Notwithstanding any
\ndiscretion or anything to the contrary in the Plan, the grant of the Performance
\nShares does not provide any right for Employee to receive a cash payment and the
\nPerformance Shares will be settled in Shares only.<\/p>\n

The following provisions will apply to Employees who are residents of
\nQuebec: <\/strong><\/p>\n

Language Consent. <\/strong>The parties acknowledge that it is their
\nexpress wish that this Agreement, as well as all documents, notices and legal
\nproceedings entered into, given or instituted pursuant hereto or relating
\ndirectly or indirectly hereto, be drawn up in English.<\/p>\n

Les parties reconnaissent avoir exig la redaction en anglais de cette
\nconvention<\/em> (“Agreement”), ainsi que de tous documents ex cut s, avis
\ndonn s et procedures judiciaries intent es, directement ou indirectement,
\nrelativement la pr sente convention. <\/em><\/p>\n

Authorization to Release and Transfer Necessary Personal Information.
\n<\/strong>This provision supplements paragraph 15 of Appendix A of the Agreement:\n<\/p>\n

Employee hereby authorizes the Company and the Company153s representatives to
\ndiscuss with and obtain all relevant information from all personnel,
\nprofessional or not, involved in the administration and operation of the Plan.
\nEmployee further authorizes the Company, its Affiliates and the Committee, which
\nadministers the Plan, to disclose and discuss the Plan with their advisors.
\nEmployee further authorizes the Company and any Affiliate to record such
\ninformation and to keep such information in Employee153s employee file.<\/p>\n

\n

FRANCE <\/u><\/strong><\/p>\n

Taxation of Award.<\/strong> This Award is not intended to be French
\ntax-qualified.<\/p>\n

Language Consent.<\/strong> In accepting the grant of the Performance
\nShares and the Agreement which provides for the terms and conditions of the
\nPerformance Shares, Employee confirms that he or she has read and understood the
\ndocuments relating to the Performance Shares (the Plan and the Agreement), which
\nwere provided in the English language. Employee accepts the terms of these
\ndocuments accordingly.<\/p>\n

Consentement Relatif la Langue Utilis e.<\/em><\/strong> En
\nacceptant cette attribution gratuite d153actions et ce contrat qui contient les
\ntermes et conditions de cette attribution gratuite d153actions, l153employ confirme
\nainsi avoir lu et compris les documents relatifs cette attribution (le Plan et
\nle Contrat d153Attribution) qui lui ont t communiqu s en langue anglaise. ,
\nL153employ en accepte les termes en connaissance de cause. <\/em><\/p>\n

Exchange Control Information. <\/strong>Employee may hold Shares
\nacquired under the Plan outside of France provided he or she declares all
\nforeign accounts, whether open, current, or closed, in his or her income tax
\nreturn. Furthermore, Employee must declare to the customs and excise authorities
\nany cash or bearer securities he or she imports or exports without the use of a
\nfinancial institution when the value of the cash or securities is equal to or
\nexceeds 10,000 (for 2011).<\/p>\n

HONG KONG <\/u><\/strong><\/p>\n

Securities Law Notice.<\/strong> The Performance Shares and Shares
\nissued upon vesting (if any) do not constitute a public offering of securities
\nunder Hong Kong law and are available only to Employees of the Company and its
\nAffiliates. The Agreement, including this Appendix B, the Plan and other
\nincidental communication materials have not been prepared in accordance with and
\nare not intended to constitute a “prospectus” for a public offering of
\nsecurities under the applicable securities legislation in Hong Kong. Nor have
\nthe documents been reviewed by any regulatory authority in Hong Kong. The Award
\nis intended only for the personal use of each eligible Employee of the Company
\nor its Affiliates and may not be distributed to any other person. If Employee is
\nin any doubt about any of the contents of the Agreement, including this Appendix
\nB, or the Plan, Employee should obtain independent professional advice.<\/p>\n

Vesting of Performance Shares and Sale of Shares.<\/strong> In the
\nevent the Employee153s Performance Shares vest and Shares are issued to the
\nEmployee within six months of the date of grant, the Employee agrees that he or
\nshe will not dispose of any of such Shares prior to the six-month anniversary of
\nthe date of grant.<\/p>\n

INDIA <\/u><\/strong><\/p>\n

Tax Information<\/strong>. The amount subject to tax at vesting may be
\ndependent upon a valuation of Shares from a Merchant Banker in India. The
\nCompany has no responsibility or obligation to obtain the most favorable
\nvaluation possible nor obtain valuations more frequently than required under
\nIndian tax law.<\/p>\n

Exchange Control Obligations. <\/strong>Employee understands that he
\nor she must repatriate any proceeds from the sale of Shares acquired under the
\nPlan and any dividends received in relation to the Shares to India and convert
\nthe proceeds into local currency within ninety (90) days of receipt. Employee
\nwill receive a foreign inward remittance certificate (“FIRC”) from the bank
\nwhere he or she deposits the foreign currency. Employee should maintain the FIRC
\nas evidence of the repatriation of fund in the event the Reserve Bank of India
\nor the Employer requests proof of repatriation.<\/p>\n

INDONESIA <\/u><\/strong><\/p>\n

Exchange Control Information. <\/strong>If Employee remits proceeds
\nfrom the sale of Shares into Indonesia, the Indonesian Bank through which the
\ntransaction is made will submit a report on the transaction to the Bank of
\nIndonesia for statistical reporting purposes. For transactions of US$10,000 or
\nmore, a description of the transaction must be included in the report. Although
\nthe bank through which the transaction is made is required to make the report,
\nEmployee must complete a “Transfer Report Form.” The Transfer Report Form should
\nbe provided to Employee by the bank through which the transaction is made.<\/p>\n

\n

KOREA <\/u><\/strong><\/p>\n

Exchange Control Information. <\/strong>Exchange control laws require
\nKorean residents who realize US$500,000 or more from the sale of Shares to
\nrepatriate the proceeds to Korea within 18 months of the sale.<\/p>\n

PEOPLE153S REPUBLIC OF CHINA <\/u><\/strong><\/p>\n

Mandatory Sale of Shares Upon Vesting. <\/strong>By accepting the
\nPerformance Shares, the Employee acknowledges and agrees that the immediate sale
\nof the Shares issued upon the vesting of Performance Shares is required unless
\nthe Company, in its sole discretion, determines otherwise. Such Shares will be
\ntransferred to a brokerage firm designated by the Company (the “Brokerage
\nFirm”). The Brokerage Firm, on the Employee153s behalf, may thereafter immediately
\nsell the Shares at the prevailing market price pursuant to any process for the
\nsale set forth by the Company, and deliver the proceeds less the Tax-Related
\nItems and any broker fees, to the Company or its designee, which would then
\nremit the net proceeds to the Employee through the Company153s or Affiliate153s
\nspecial purpose bank account in China. As a result of the immediate sale of
\nShares as set forth in this Appendix B, no Shares would be delivered to the
\nEmployee, and the Employee would not have any resulting rights as a shareholder
\nof the Company.<\/p>\n

Special Administration in China<\/strong>. The Employee153s ability to
\nbe issued Shares at vesting shall be contingent upon the Company or its
\nAffiliate obtaining approval from the State Administration of Foreign Exchange
\n(“SAFE”) for Employee153s participation in the Plan (to the extent required as
\ndetermined by the Company in its sole discretion) and the establishment of a
\nSAFE-approved bank account. If at the time of vesting, SAFE approval has not
\nbeen obtained, the Company may cancel this award of Performance Shares with no
\nliability, compensation or benefits in lieu of compensation due to Employee.
\nEmployee understands and agrees that he or she will be required to immediately
\nrepatriate the proceeds from the vesting\/ immediate sale of Shares to China.
\nEmployee further understands that such repatriation of proceeds may need to be
\neffected through a special foreign exchange account established by the Company
\nor Affiliate and Employee hereby consents and agrees that the proceeds from the
\nvesting\/ immediate sale of Shares may be transferred to such special account
\nprior to being delivered to Employee153s personal account. Furthermore, Employee
\nunderstands that due to SAFE approval requirements, there may be delays in
\ndelivering the proceeds to Employee, Employee will bear any exchange rate risk
\nduring the period between vesting and when the proceeds are delivered to him or
\nher, Employee may be required to open a U.S. dollar bank account to receive the
\nproceeds and also Employee may be required to pay the Company or an Affiliate
\nthe taxes due at vesting prior to receiving the proceeds from vesting\/ immediate
\nsale of Shares.<\/p>\n

Please note that these special administration procedures will not apply to
\nnon Chinese Nationals.<\/p>\n

The provisions above pursuant to which Employee agrees to sell all Shares
\nissued to him or her immediately when the Shares are issued to him or her upon
\nvesting at the then current market price is intended to be a plan pursuant to
\nRule 10b5-1 of the U.S. Securities Exchange Act of 1934 to the extent Employee
\nis subject to this Act. By signing the Agreement, Employee represents that he or
\nshe is not aware of any material non-public information about the Company at the
\ntime he or she is signing the Agreement.<\/p>\n

SINGAPORE <\/u><\/strong><\/p>\n

Securities Law Notice<\/strong>. <\/em><\/strong>The grant
\nof the Award is made in reliance on section 273(1)(f) of the Securities and
\nFutures Act (Cap. 289) (“SFA”) for which it is exempt from the prospectus and
\nregistration requirements under the SFA.<\/p>\n

Director Notification Obligation.<\/strong> If Employee is a director,
\nassociate director or shadow director (i.e., a non-director who has sufficient
\ncontrol so that the directors act in accordance with the directions and
\ninstructions of this individual) of the Company153s local entity in Singapore, he
\nor she is subject to notification requirements under the Singapore Companies
\nAct. Some of these notification requirements will be triggered by Employee153s
\nparticipation in the Plan. Specifically, Employee is required to notify the
\nlocal Singapore company when he or she acquires or disposes an interest in the
\nCompany, including when Employee receives Shares upon vesting of this Award and
\nwhen Employee sells these Shares. The notification must be in writing and must
\nbe made within two days of acquiring or disposing of any interest in the Company
\n(or within two days of initially becoming a director, associate director or
\nshadow director of the Company153s local entity in Singapore). If Employee is
\nunclear as to whether he or she is a director, associate director or shadow
\ndirector of the<\/p>\n

\n

Company153s local entity in Singapore or the form of the notification, he or
\nshe should consult with his or her personal legal advisor.<\/p>\n

UNITED KINGDOM <\/u><\/strong><\/p>\n

Settlement of Performance Shares. <\/strong>Notwithstanding any
\ndiscretion or anything to the contrary in the Plan, the grant of the Performance
\nShares does not provide any right for Employee to receive a cash payment and the
\nPerformance Shares will be settled in Shares only.<\/p>\n

Tax and National Insurance Contributions Acknowledgment.<\/strong>
\nThe following provision supplements paragraph 10 of the Agreement:<\/p>\n

Employee agrees that if Employee does not pay or the Employer or the Company
\ndoes not withhold from Employee the full amount of Tax-Related Items that
\nEmployee owes in connection with the vesting of the Award and\/or the acquisition
\nof Shares pursuant to the vesting of the Award, or the release or assignment of
\nthe Award for consideration, or the receipt of any other benefit in connection
\nwith the Award (the “Taxable Event<\/em>“) within ninety (90) days after the
\nTaxable Event, or such other period specified in Section 222(1)(c) of the U.K.
\nIncome Tax (Earnings and Pensions) Act 2003, then the amount that should have
\nbeen withheld shall constitute a loan owed by Employee to the Employer,
\neffective ninety (90) days after the Taxable Event. Employee agrees that the
\nloan will bear interest at the official rate of HM Revenue and Customs (“HMRC”)
\nand will be immediately due and repayable by Employee, and the Company and\/or
\nthe Employer may recover it at any time thereafter by withholding the funds from
\nsalary, bonus or any other funds due to Employee by the Employer, by withholding
\nin Shares issued upon vesting of the Award or from the cash proceeds from the
\nsale of such Shares or by demanding cash or a cheque from Employee. Employee
\nalso authorizes the Company to withhold the transfer of any Shares unless and
\nuntil the loan is repaid in full.<\/p>\n

Notwithstanding the foregoing, if Employee is an officer or executive
\ndirector (as within the meaning of Section 13(k) of the U.S. Securities and
\nExchange Act of 1934, as amended), the terms of the immediately foregoing
\nprovision will not apply. In the event that Employee is an officer or executive
\ndirector and Tax-Related Items are not collected from or paid by Employee within
\nninety (90) days of the Taxable Event, the amount of any uncollected Tax-Related
\nItems may constitute a benefit to Employee on which additional income tax and
\nNational Insurance contributions may be payable. Employee will be responsible
\nfor reporting any income tax and National Insurance contributions due on this
\nadditional benefit directly to HMRC under the self-assessment regime.<\/p>\n

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