October 11, 2007<\/p>\n
John T. Wyatt<\/p>\n
Dear Tom,<\/p>\n
This letter is to confirm your appointment as Division President, Outlet. In
\nthis position you will report to Glenn Murphy, Chairman and CEO, Gap Inc.<\/p>\n
Salary. <\/strong>Effective on the Start Date, your annual salary was Start Date.<\/strong> Your first day in your new position was October Annual Bonus<\/strong>. Based on your position as Division President, Performance Stock Awards.<\/strong> Based on your position as Division John T. Wyatt<\/p>\n October 11, 2007<\/p>\n Page Two<\/p>\n<\/p>\n You may be eligible for future Long-Term Incentive Awards as a participant in Termination\/Severance<\/strong>.<\/strong> In the event that (1) Your then current salary, at regular pay cycle intervals, for eighteen (2) During the period in which you are receiving payments under paragraph (1) (3) During the period in which you are receiving payments under paragraph (1) (4) The vesting of stock options and stock awards that otherwise would not The payments above are taxable income to you and are subject to tax The term “For Cause” shall mean a good faith determination by the Company At any time, if you voluntarily resign your employment from Gap Inc. or your Recoupment Policy.<\/strong> On February 14, 2007, the Board of John T. Wyatt<\/p>\n October 11, 2007<\/p>\n Page Three<\/p>\n<\/p>\n where all of the following factors are present: (a) the award was predicated Abide by Company Policies. <\/strong>You agree to abide by all Insider Trading Policies. <\/strong>Based on the level of your Employment Status. <\/strong>You understand that your employment is Please review this agreement, sign one set of the enclosed originals Tom, congratulations on this latest achievement in your career at Gap Inc.\n<\/p>\n Yours sincerely,<\/p>\n \/s\/ Glenn Murphy<\/p>\n<\/td>\n<\/tr>\n Glenn Murphy<\/p>\n Chairman and CEO, Gap Inc.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Confirmed this 26th<\/sup> day of October, 2007<\/p>\n \/s\/ John T. Wyatt<\/p>\n<\/td>\n<\/tr>\n John T. Wyatt<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n CONFIDENTIALITY & NON-SOLICITATION AGREEMENT I, John Wyatt, acknowledge that the services I will perform for Gap Inc. are I agree that I will keep the Confidential Information in strictest confidence I agree that in the event my employment termination for any reason, I will In order to protect the Confidential Information, I agree that so long as I I agree now, and after my employment with Gap Inc. terminates not to, ACKNOWLEDGED AND AGREED TO THIS 26th<\/sup> DAY OF OCTOBER, 2007.<\/p>\n \/s\/ John T. Wyatt<\/p>\n<\/td>\n<\/tr>\n John T. Wyatt<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7600],"corporate_contracts_industries":[9494],"corporate_contracts_types":[9561,9560],"class_list":["post-41004","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gap-inc","corporate_contracts_industries-retail__clothing","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41004","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=41004"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41004"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41004"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41004"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nincreased to $700,000, payable every two weeks. You are scheduled to receive a
\nperformance review in March 2008.<\/p>\n
\n1, 2007.<\/p>\n
\nyou will continue to be eligible for an annual bonus based on achievement of Gap
\nInc. and\/or Division financial objectives as well as individual performance.
\nUnder the current program, your annual target bonus will be 75% of your base
\nsalary. Depending on results, your actual bonus, if any, may be higher or lower
\nand can reach a maximum of 150%. Bonus payments will be prorated based on active
\ntime in position, divisional or country assignment and changes in base salary or
\nincentive target that may occur during the fiscal year. Your annual bonus for
\nfiscal year 2007 is scheduled for payment in March 2008. You must be employed by
\nGap Inc. on the payment date with a performance rating of “On Target” or above
\nto receive an award. Gap Inc. has the right to modify the program at any time.
\nManagement discretion can be used to modify the final award amount. Bonus
\npayments are subject to supplemental income tax withholding.<\/p>\n
\nPresident, you will continue to be eligible for performance stock awards.
\nPerformance stock awards reward achievement of Gap Inc. and\/or Division
\nfinancial objectives. Under the current program, your annual target for this
\nprogram is equal to 50% of your base salary. Depending on results, your actual
\nperformance stock award, if any, may be higher or lower and can reach a maximum
\nof 100%. Performance stock awards will be prorated based on active time in
\nposition, changes in base salary, or changes to the performance stock award
\ntarget that may occur during the fiscal year. Awards are made in the form of
\nperformance units that are paid in Gap Inc. stock upon vesting. For fiscal 2007,
\nthe award of your performance stock units is scheduled to be made in March 2008
\nprovided you are employed by Gap Inc. on the date of the award with a
\nperformance rating of “On Target” or above. The number of performance units will
\nbe determined in March 2008 by dividing the value of the award as a percentage
\nof base salary by the fair market value of Gap Inc. common stock on the award
\ndate, rounded down to the nearest whole performance unit. The award will vest
\n50% two years from the date of grant and 50% three years from the date of grant
\nprovided you are employed by Gap Inc. on the vesting dates. Awards are subject
\nto approval by the Committee and the provisions of Gap Inc.153s stock plan. Gap
\nInc. has the right to modify the program at any time. Management discretion can
\nbe used to modify the final award amount. Awards are subject to income tax
\nwithholding upon vesting.<\/p>\n
\n
\nthe Focal Review process.<\/p>\n
\nyour employment is involuntarily terminated by the Company for reasons other
\nthan For Cause (as defined below) prior to February 13, 2009, the Company will
\nprovide you the following in exchange for your release of any claims you may
\nhave against the Company and its officers and directors:<\/p>\n
\nmonths (the “severance period”). Payments will cease if you accept other
\nemployment or professional relationship with a competitor of the Company
\n(defined as another company primarily engaged in the apparel design or apparel
\nretail business or any retailer with apparel sales in excess of $500 million
\nannually), or if you breach your remaining obligations to the Company (e.g.,
\nyour duty to protect confidential information, agreement not to solicit Company
\nemployees). Payments will be reduced by any compensation you receive during the
\nseverance period from other employment or professional relationship with a
\nnon-competitor.<\/p>\n
\nabove, if you elect COBRA coverage, the equivalent of the amount of the
\nCompany153s then current contribution to the cost of health benefits for you and
\nyour eligible dependents, if any.<\/p>\n
\nabove, reimbursement for your costs to maintain the financial counseling program
\nthe Company provides to senior executives.<\/p>\n
\nhave vested as of your termination date from the date of termination up to and
\nincluding the date 18 months from your termination date. This provision is not
\napplicable to any stock options or stock awards that have performance-based
\nvesting.<\/p>\n
\nwithholding. Payments will be made over the applicable time period following
\nyour termination in accordance with section 409A of the Internal Revenue Code.\n<\/p>\n
\nthat your employment be terminated for any of the following reasons: (1)
\nindictment, conviction or admission of any crimes involving theft, fraud or
\nmoral turpitude; (2) engaging in gross neglect of duties, including willfully
\nfailing or refusing to implement or follow direction of the Company; or (3)
\nbreaching Gap Inc.153s policies and procedures, including but not limited to the
\nCode of Business Conduct.<\/p>\n
\nemployment is terminated For Cause, you will receive no compensation, payment or
\nbenefits after your last day of employment. If your employment terminates for
\nany reason, you will not be entitled to any payments, benefits or compensation
\nother than as provided in this letter.<\/p>\n
\nDirectors (“Board”) adopted a recoupment policy as described in this paragraph.
\nYou hereby agree and understand that subject to the discretion and approval of
\nthe Board, the Company will, to the extent permitted by governing law, in all
\nappropriate cases as determined by the Board, require reimbursement and\/or
\ncancellation of any bonus or other incentive compensation, including stock-based
\ncompensation, awarded to an executive officer or other member of the Company153s
\nexecutive leadership team after April 1, 2007<\/p>\n
\n
\nupon the achievement of certain financial results that were subsequently the
\nsubject of a restatement, (b) in the Board153s view, the executive engaged in
\nfraud or intentional misconduct that was a substantial contributing cause to the
\nneed for the restatement, and (c) a lower award would have been made to the
\nexecutive based upon the restated financial results. In each such instance, the
\nCompany will seek to recover the individual executive153s entire annual bonus or
\naward for the relevant period, plus a reasonable rate of interest.<\/p>\n
\napplicable Company policies including, but not limited to, policies contained in
\nthe Code of Business Conduct. As a Division President, you are now subject to
\nStock Ownership Requirements for Gap Inc. Executives which can be found on
\nGapinc.com. You also agree to abide by the attached Confidentiality and
\nNon-Solicitation Agreement during and after your employment with Gap Inc.<\/p>\n
\nposition, you will be subject to Gap Inc.153s Securities Law Compliance Manual,
\nwhich among other things places restrictions on your ability to buy and sell Gap
\nInc. stock and requires you to pre-clear trades. If you do not already have a
\ncopy of the compliance manual, or have questions about it, you should contact
\nIngrid Freire in Gap Inc. Stock Administration, at (415) 427-4697.<\/p>\n
\nstill “at-will”. This means that you do not have a contract of employment for
\nany particular duration or limiting the grounds for your termination in any way
\nor precluding Gap Inc. from revoking this offer of employment at any time. You
\nare free to resign at any time. Similarly, the Company is free to terminate your
\nemployment at any time for any reason. The only way your at-will status can be
\nchanged is if you enter into an express written contract with the Company that
\ncontains the words “this is an express contract of employment” and is signed by
\nan officer of the Company. In the event that there is any dispute over the
\nterms, enforcement or obligations under this agreement, the prevailing party
\nshall be entitled to recover from the other party reasonable attorneys fees and
\ncosts incurred to enforce the agreement.<\/p>\n
\nand return to Eva Sage-Gavin at Gap Inc. <\/strong>You may keep the other
\noriginal for your personal records.<\/p>\n\n\n
\n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n \n \n \n\n
\n <\/td>\n<\/tr>\n \n <\/td>\n<\/tr>\n \n \n \n \n
\n
\n<\/strong><\/p>\n
\nunique and extraordinary and that I will be in a relationship of confidence and
\ntrust with Gap Inc. As a result, before or during my employment with Gap Inc., I
\nwill acquire “Confidential Information” that is (1) owned or controlled by Gap
\nInc., (2) in the possession of Gap Inc. and belonging to third parties, and\/or
\n(3) conceived, originated, discovered or developed in whole or in part by me.
\nConfidential Information includes trade secrets and other confidential or
\nproprietary business, technical, strategic, marketing, legal, personnel or
\nfinancial information, whether or not my work product, in written, graphic, oral
\nor other tangible or intangible forms, including, but not limited to: strategic
\nplans; unannounced product information, specifications or designs; sales and
\npricing practices; computer programs; drawings, diagrams, models; vendor or
\ncustomer names; employee lists or organizational charts; company telephone
\ndirectories; individual employee compensation and benefits information; business
\nor marketing plans; studies, analyses, projections and reports; communication
\nwith attorneys; and software systems and processes. Any information that is not
\nreadily available to the public shall be considered to be a trade secret and
\nconfidential and proprietary.<\/p>\n
\nand trust. I will not, without the prior written consent of Gap Inc.153s General
\nCounsel, directly or indirectly use or disclose to any person or entity any
\nConfidential Information, during or after my employment, except as is necessary
\nin the ordinary course of performing my duties while employed by Gap Inc., or if
\nrequired to be disclosed by order of a court of competent jurisdiction,
\nadministrative agency or governmental body, or by subpoena, summons or other
\nlegal process, provided that prior to such disclosure, Gap Inc. is given
\nreasonable advance notice of such order and an opportunity to object to such
\ndisclosure.<\/p>\n
\nimmediately deliver to Gap Inc. all company property, including all documents,
\nmaterials or property of any description, or any reproduction of such materials,
\ncontaining or pertaining to any Confidential Information.<\/p>\n
\nam employed by Gap Inc., and for a period of one year thereafter, I will not
\ndirectly or indirectly, on behalf of me, any other person or entity, solicit,
\ncall upon, recruit, or attempt to solicit any of Gap Inc.153s employees. I further
\nagree that I will not directly or indirectly, on behalf of me, any other person
\nor entity, interfere or attempt to interfere with Gap Inc.153s relationship with
\nany person who at any time was an employee, consultant, customer or vendor or
\notherwise has or had a business relationship with Gap Inc.<\/p>\n
\ndirectly or indirectly, disparage Gap Inc. in any way or to make negative,
\nderogatory or untrue statements about the Company, its business activities, or
\nany of its directors, managers, officers, employees, affiliates, agents or
\nrepresentatives to any person or entity.<\/p>\n\n\n
\n <\/td>\n<\/tr>\n \n \n \n \n