Exhibit 10.33
SECOND
AMENDMENT
TO
GAP INC. SUPPLEMENTAL DEFERRED
COMPENSATION PLAN
WHEREAS, The Gap, Inc. (the
“Company”) maintains the Gap Inc. Supplemental Deferred
Compensation Plan (the “Plan”); and
WHEREAS, the Plan previously has
been amended; and
WHEREAS, further amendment of the
Plan now is considered desirable to provide for the merger of The
Gap, Inc. Executive Deferred Compensation Plan into the Plan, the
discontinuance of the notional Gap Stock Fund in the Plan, and a
change in the name of the Plan to “The Gap, Inc. Deferred
Compensation Plan”;
NOW, THEREFORE, IT IS RESOLVED that,
pursuant to the power reserved to the Company under Section 12
of the Plan, and in exercise of the authority delegated to the
undersigned officer by resolutions of the Board of Directors of the
Company dated November 19, 2008, the Plan is hereby amended in
the following particulars, all effective March 2, 2009 except
as indicated otherwise:
1. By renaming the Plan “The
Gap, Inc. Deferred Compensation Plan.”
2. By substituting the name
“The Gap, Inc. Deferred Compensation Plan” in place of
the name “Gap Inc. Supplemental Deferred Compensation
Plan” where the latter name appears in the first sentence of
subsection 1.1 of the Plan.
3. Effective January 1, 2009,
by adding the following at the end of subsection 2.18 of the
Plan:
“Effective January 1,
2009, the Gap Stock Fund shall be frozen and no new notional
investments shall be made to the Gap Stock Fund after
December 31, 2008. Effective January 1, 2009, a
Participant shall not be permitted to elect to transfer additional
amounts into the Gap Stock Fund. The Gap Stock Fund shall be
liquidated on March 2, 2009.”
4. Effective January 1, 2009,
by substituting the following for subsection 5.1 of the
Plan:
“ 5.1 Investment
Funds
The Committee may designate, in its
discretion, one or more Investment Funds for the notional
investment of Participants’ Accounts. The Committee, in its
discretion, may from time to time establish new Investment Funds or
eliminate existing Investment Funds. The Investment Funds are for
recordkeeping purposes only and do not allow Participants to direct
any Company assets (including, if applicable, the assets of any
trust related to the Plan). Each Participant’s Accounts shall
be adjusted pursuant to the Participant’s notional investment
elections made in accordance with this Section 5, except as
otherwise determined by the Committee in its sole discretion.
Effective as of the beginning of business on January 1, 2009,
the Gap Stock Fund shall be frozen and no new notional investments
shall be made to the Gap Stock Fund after December 31, 2008.
The Gap Stock Fund shall be discontinued and liquidated as
described in subsection 5.2 of the Plan.”
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5. Effective January 1, 2009,
by adding the following new sentence at the end of subsection 5.2
of the Plan:
“Notwithstanding the foregoing
and any other provision of the Plan to the contrary, amounts
subject to a Participant’s notional investment election to
defer amounts into the Gap Stock Fund after December 31, 2008
shall be notionally invested in the RiverSource Cash Management
Fund, and shall be credited with notional interest through
March 1, 2009. Amounts remaining in the RiverSource Cash
Management Fund or any amounts remaining in the Gap Stock Fund
shall be liquidated and automatically transferred into the American
Funds Balanced Fund on or as soon as administratively feasible
after March 2, 2009.”
6. Effective January 1, 2009,
by adding the following new sentence at the end of subsection 5.3
of the Plan:
“Effective January 1,
2009, a Participant shall not be permitted to elect to transfer
additional amounts into the Gap Stock Fund. If a Participant does
not make an election to transfer amounts out of the Gap Stock Fund
prior to March 1, 2009, the Participant’s Accounts
invested in the Gap Stock Fund or the RiverSource Cash Management
Fund shall be transferred to the American Funds Balanced Fund on or
as soon as administratively feasible after March 2,
2009.”
7. Effective December 31, 2008,
by deleting the second sentence of subsection 9.6 of the Plan, and
by substituting the word “continue” in place of the
word “cease” in the first sentence of subsection 9.6 of
the Plan.
8. By adding a new Supplement A to
the Plan, in the form attached hereto.
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IN WITNESS WHEREOF,
the undersigned officer has executed this amendment on behalf of
the Company, this 24 th day of November,
2008.
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THE GAP,
INC.
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By:
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/s/ William
Tompkins
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Sr. Vice
President, Total Rewards
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