Gap Inc Sample Contracts

Gap Inc – GAP INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2018 RESULTS Company outlines plans to restructure specialty fleet and revitalize Gap brand health (February 28th, 2019)

SAN FRANCISCO - February 28, 2019 - Gap Inc. (NYSE: GPS) today reported fourth quarter and fiscal year 2018 results, announced plans to restructure the Gap brand specialty fleet and revitalize brand health, and provided guidance for fiscal year 2019.

Gap Inc – GAP INC. REPORTS THIRD QUARTER RESULTS (November 20th, 2018)

SAN FRANCISCO - November 20, 2018 - Gap Inc. (NYSE: GPS) today reported third quarter fiscal year 2018 diluted earnings per share of $0.69 compared with third quarter fiscal year 2017 diluted earnings per share of $0.58.

Gap Inc – DISCLOSURE STATEMENT FORWARD LOOKING STATEMENTS This conference call and webcast contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Forward- looking statements include statements identified as such in our November 20, 2018 press release. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking st (November 20th, 2018)
Gap Inc – [Gap Inc. letterhead] June 11, 2018 (August 31st, 2018)

This letter sets forth our offer to you to join Gap Inc. (the “Company” or “Gap Inc.”) as President and Chief Executive Officer, Gap. In this position, you will report to Art Peck, President and Chief Executive Officer, Gap Inc.

Gap Inc – EXPLANATORY NOTE (August 31st, 2018)

ON MAY 22, 2018, SYNCHRONY BANK (F/K/A GE CAPITAL RETAIL BANK) AND SYNCHRONY FINANCIAL (“SYNCHRONY ENTITIES”) ENTERED INTO THE SIXTH AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC. (THE “COMPANY”), GAP (PUERTO RICO), INC., GPS CONSUMER DIRECT, INC., GAP (APPAREL), LLC, GAP (ITM) INC., AND THE SYNCHRONY ENTITIES, WHICH IS ATTACHED HERETO. THE SYNCHRONY ENTITIES ALSO ENTERED INTO THREE OTHER AGREEMENTS WITH CERTAIN OF THE COMPANY’S WHOLLY-OWNED SUBSIDIARIES ON THE SAME DAY:

Gap Inc – SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of May 31, 2018 among (August 31st, 2018)
Gap Inc – DISCLOSURE STATEMENT FORWARD LOOKING STATEMENTS This conference call and webcast contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Forward- looking statements include statements identified as such in our August 23, 2018 press release. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking stat (August 23rd, 2018)
Gap Inc – GAP INC. REPORTS SECOND QUARTER RESULTS (August 23rd, 2018)

SAN FRANCISCO - August 23, 2018 - Gap Inc. (NYSE: GPS) today reported second quarter fiscal year 2018 diluted earnings per share of $0.76 compared with second quarter fiscal year 2017 reported diluted earnings per share of $0.68 or $0.58 on an adjusted basis. Please see the reconciliation of adjusted diluted earnings per share, a non-GAAP financial measure, from the GAAP financial measure in the table at the end of this press release.

Gap Inc – AMENDED AND RESTATED BYLAWS OF THE GAP, INC. (August 16th, 2018)
Gap Inc – DISCLOSURE STATEMENT FORWARD LOOKING STATEMENTS This conference call and webcast contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward-looking statements. Forward- looking statements include statements identified as such in our May 24, 2018 press release. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking stateme (May 24th, 2018)
Gap Inc – GAP INC. REPORTS FIRST QUARTER RESULTS (May 24th, 2018)

SAN FRANCISCO - May 24, 2018 - Gap Inc. (NYSE: GPS) today reported first quarter fiscal year 2018 diluted earnings per share of $0.42 compared with diluted earnings per share of $0.36 in the first quarter of fiscal year 2017. The company also affirmed its full-year diluted earnings per share guidance to be in the range of $2.55 to $2.70.

Gap Inc – THE GAP, INC. 2016 LONG-TERM INCENTIVE PLAN (As Amended and Restated Effective as of February 22, 2017) (March 20th, 2018)

THE GAP, INC., having adopted The Gap, Inc. 2011 Long-Term Incentive Plan (formerly known as the “1996 Stock Option and Award Plan” and the “2006 Long-Term Incentive Plan”) (the “Plan”) effective as of March 26, 1996, and having amended the Plan on several subsequent occasions, hereby amends and restates the Plan in its entirety, effective as of February 22, 2017, as follows:

Gap Inc – THE GAP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (March 16th, 2018)

The Gap, Inc. (the "Company") hereby grants to __________________________ (the "Employee"), a stock option (“Option”) under The Gap, Inc. 2016 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 and the Plan, the principal features of this Option are as follows:

Gap Inc – THE GAP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (March 16th, 2018)

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. 2016 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:

Gap Inc – THE GAP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (March 16th, 2018)

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. 2016 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:

Gap Inc – THE GAP, INC. PERFORMANCE SHARE AGREEMENT (March 16th, 2018)

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. 2016 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Performance Share Agreement, the resolutions of the Compensation and Management Development Committee of the Board of Directors of the Company (the “Committee”), dated [DATE] (the “Committee Resolutions”), and Appendix A and Appendix B hereto (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:

Gap Inc – GAP INC. REPORTS FOURTH QUARTER AND FISCAL YEAR 2017 RESULTS (March 1st, 2018)

SAN FRANCISCO – March 1, 2018 – Gap Inc. (NYSE: GPS) today reported fourth quarter and fiscal year 2017 results and provided guidance for fiscal year 2018.

Gap Inc – This conference call and webcast contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward- looking statements. Forward-looking statements include statements identified as such in our March 1, 2018 press release. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward- looking statements. Information regarding factors that could c (March 1st, 2018)
Gap Inc – [Gap Inc. Letterhead] (November 22nd, 2017)

This letter is to confirm our offer to you as Executive Vice President, Global Supply Chain and Product Operations, Gap Inc.

Gap Inc – This conference call and webcast contain forward‐looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements other than those that are purely historical are forward‐looking statements. Forward‐looking statements include statements identified as such in our November 16, 2017 press release. Because these forward‐looking statements involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward‐looking statements. Information regarding factors that cou (November 17th, 2017)
Gap Inc – GAP INC. REPORTS THIRD QUARTER RESULTS (November 16th, 2017)

SAN FRANCISCO - November 16, 2017 - Gap Inc. (NYSE: GPS) today reported results for the third quarter of fiscal year 2017. Gap Inc.’s third quarter fiscal year 2017 diluted earnings per share were $0.58. Total company comparable sales for the third quarter of fiscal year 2017 were up 3 percent.

Gap Inc – [Gap Inc. Letterhead] February 27, 2017 Mark Breitbard Dear Mark: It is our pleasure to offer you a position at Gap Inc. We’re a company driven by passion, innovation and a focus on quality-the same characteristics we look for in our employees. You reflect these values and we feel confident you will find rewarding opportunities with us. (August 25th, 2017)

This letter sets forth our offer to you to join Gap Inc. (the “Company” or “Gap Inc.”) as President and Chief Executive Officer, Banana Republic. In this position you will report to Art Peck, Chief Executive Officer.

Gap Inc – [Gap Inc. Letterhead] April 3, 2017 Brent Hyder Dear Brent: (August 25th, 2017)

Start Date. Your first day in your new position will be May 1, 2017, reporting to Art Peck, President and Chief Executive Officer, Gap Inc.

Gap Inc – This agreement confirms the terms of your special bonus: (August 25th, 2017)

Contingent on your signature below, you will receive a bonus of $750,000 within thirty days of the date of this agreement. This bonus will be processed as supplemental income and is subject to supplemental taxes. In the event you voluntarily terminate your employment or your employment is terminated For Cause (as defined below), you will be required to repay within ninety (90) days of your last day of employment 100% of this bonus if the termination occurs prior to June 1, 2018 and 50% of this bonus if the termination occurs from June 1, 2018 through May 31, 2019. The term “For Cause” shall mean a good faith determination by the Company that your employment be terminated for any of the following reasons:  (1) indictment, conviction or admission of any crimes involving theft, fraud or moral turpitude; (2) engaging in gross neglect of duties, including willfully failing or refusing to implement or follow direction of the Company; or (3) breaching Gap Inc.’s policies and procedures, in

Gap Inc – EXPLANATORY NOTE ON APRIL 7, 2017, SYNCHRONY BANK (F/K/A GE CAPITAL RETAIL BANK) AND SYNCHRONY FINANCIAL (“SYNCHRONY ENTITIES”) ENTERED INTO THE FIFTH AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC. (THE “COMPANY”), GAP (PUERTO RICO), INC., GPS CONSUMER DIRECT, INC., GAP (APPAREL), LLC, GAP (ITM) INC., AND THE SYNCHRONY ENTITIES, WHICH IS ATTACHED HERETO. THE SYNCHRONY ENTITIES ALSO ENTERED INTO THREE OTHER AGREEMENTS WITH CERTAIN OF THE COMPANY’S WHOLLY-OWNED SUBSIDIARIES ON THE SAME DAY: (August 24th, 2017)

This Fifth Amendment to the Amended and Restated Consumer Credit Card Program Agreement, dated as of April 7, 2017 (the “Amendment”) amends that certain Amended and Restated Consumer Credit Card Program Agreement dated as of February 28, 2014 (as amended, modified and supplemented from time to time, the “Agreement”) by and among Synchrony Bank, a federal savings bank (“Bank”), Synchrony Financial, a Delaware corporation (“Bank Parent”), The Gap, Inc., a Delaware corporation (“The Gap, Inc.”), Gap (Puerto Rico), Inc., a Puerto Rico corporation, GPS Consumer Direct, Inc., a California corporation, Gap (Apparel), LLC, a California limited liability company, and Gap (ITM) Inc., a California corporation (jointly and severally, the “Retailers”). Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement.

Gap Inc – GAP INC. REPORTS SECOND QUARTER RESULTS (August 17th, 2017)

Increases Adjusted EPS Guidance to a Range of $2.02 to $2.10, Excluding Second Quarter Gain on Insurance Proceeds of 10 cents per share, Compared to Previous Guidance of $1.95 to $2.05

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Paul Chapman (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Brent Hyder (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – EXPLANATORY NOTE ON APRIL 7, 2017, SYNCHRONY BANK (F/K/A GE CAPITAL RETAIL BANK) AND SYNCHRONY FINANCIAL (“SYNCHRONY ENTITIES”) ENTERED INTO THE FIFTH AMENDMENT TO THE AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT BY AND AMONG THE GAP, INC. (THE “COMPANY”), GAP (PUERTO RICO), INC., GPS CONSUMER DIRECT, INC., GAP (APPAREL), LLC, GAP (ITM) INC., AND THE SYNCHRONY ENTITIES, WHICH IS ATTACHED HERETO. THE SYNCHRONY ENTITIES ALSO ENTERED INTO THREE OTHER AGREEMENTS WITH CERTAIN OF THE COMPANY’S WHOLLY-OWNED SUBSIDIARIES ON THE SAME DAY: (June 5th, 2017)

This Fifth Amendment to the Amended and Restated Consumer Credit Card Program Agreement, dated as of April 7, 2017 (the “Amendment”) amends that certain Amended and Restated Consumer Credit Card Program Agreement dated as of February 28, 2014 (as amended, modified and supplemented from time to time, the “Agreement”) by and among Synchrony Bank, a federal savings bank (“Bank”), Synchrony Financial, a Delaware corporation (“Bank Parent”), The Gap, Inc., a Delaware corporation (“The Gap, Inc.”), Gap (Puerto Rico), Inc., a Puerto Rico corporation, GPS Consumer Direct, Inc., a California corporation, Gap (Apparel), LLC, a California limited liability company, and Gap (ITM) Inc., a California corporation (jointly and severally, the “Retailers”). Capitalized terms used herein and not otherwise defined have the meaning given in the Agreement.

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Sebastian DiGrande (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Teri List-Stoll (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Mark Breitbard (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Jeff Kirwan (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Sonia Syngal (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows:

Gap Inc – AGREEMENT FOR POST-TERMINATION BENEFITS (June 5th, 2017)

Gap Inc. (“Company”) and Julie Gruber (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company and you hereby agree as follows: