THE GAP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 8th, 2011 • Gap Inc • Retail-family clothing stores • California
The Gap, Inc. (the “Company”) hereby grants to (the “Employee”), an award (the “Award”) of Restricted Stock Units (each Restricted Stock Unit shall be referred to as a “Stock Award”) which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of the vesting conditions and other conditions set forth in the attached Appendix A and Appendix B. This Award is granted pursuant to The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Restricted Stock Unit Award Agreement (the “Agreement”), including the terms and conditions contained in the attached Appendix A, Appendix B and the Plan. The date of this Agreement is . Subject to the provisions of Appendix A, Appendix B and of the Plan, the principal features of this Award are as follows:
THE GAP, INC. PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • June 8th, 2011 • Gap Inc • Retail-family clothing stores • California
The Gap, Inc. (the “Company”) hereby grants to (the “Employee”), an award (the “Award”) of Performance Shares, which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of performance and vesting conditions and the other conditions set forth in the attached Appendix A and Appendix B. This Award is granted pursuant to The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Performance Share Agreement including the terms and conditions contained in the attached Appendix A and Appendix B (collectively, the “Agreement”). The date of this Agreement is (“Date of Grant”). Subject to the provisions of Appendix A, Appendix B and of the Plan, the principal features of this Award are as follows:
THE GAP, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 8th, 2011 • Gap Inc • Retail-family clothing stores • California
The Gap, Inc. (the “Company”) hereby grants to (the “Employee”), a stock option (“Option”) under The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”), to purchase shares of common stock of the Company, $0.05 par value (“Shares”). This Option is subject to all of the terms and conditions contained in this Non-Qualified Stock Option Agreement, including the terms and conditions contained in the attached Appendix A and Appendix B (collectively, the “Agreement”). The date of this Agreement is . Subject to the provisions of Appendix A and Appendix B of the Plan, the principal features of this Option are as follows:
THE GAP, INC. DIRECTOR STOCK UNIT AGREEMENTDirector Stock Unit Agreement • June 8th, 2011 • Gap Inc • Retail-family clothing stores • California
The Gap, Inc. (the “Company”) hereby grants to (the “Director”), the number of Stock Units under the Company’s 2011 Long-Term Incentive Plan (the “Plan”) indicated below. This award is subject to all of the terms and conditions contained in this Director Stock Unit Agreement (the “Agreement”), including the terms and conditions contained in the attached Appendix A and the Plan. The date of this Agreement is . Subject to the provisions of Appendix A and of the Plan, the principal features of this award are as follows:
RELEASEGap Inc • June 8th, 2011 • Retail-family clothing stores
This is a legally binding release. Executive is advised to consult with an attorney prior to signing this Release. Executive has more than 21 days to consider this Release. Executive must return this signed Release to the Company by March 18, 2011. Within seven days of signing this Release, Executive may revoke this Release by notifying the Company in writing that Executive revokes it. Executive is also advised to seek her own financial and tax consultants related to the Severance described in the Agreement.
LETTER AMENDMENT No. 1 Dated as of April 25, 2011Gap Inc • June 8th, 2011 • Retail-family clothing stores • New York
We refer to the Term Loan and Revolving Credit Agreement dated as of April 7, 2011 (the “Credit Agreement”) among the undersigned, the LC Subsidiaries and Subsidiary Borrowers named therein, the Issuing Banks and Swing Line Lenders named therein and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.
