Exhibit 10.4
Award No. _________
THE GAP, INC.
STOCK AWARD AGREEMENT
1
The Gap, Inc. (the “Company”) hereby
grants to ___________ (the “Employee”), an award (the
“Award”) of Performance Units (each Performance 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. This Award is granted pursuant to
The Gap, Inc. 1996 Stock Option and Award Plan (the
“Plan”) and is subject to all of the terms and
conditions contained in this Stock Award Agreement (the
“Agreement”), including the terms and conditions
contained in the attached Appendix A. 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:
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Number of Stock
Awards:
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______
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Date of Grant:
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______
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Date(s) Stock Awards
Scheduled to Vest:
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______
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As provided in the Plan and in this Agreement,
this Award may terminate before the scheduled vest date(s) of the
Stock Awards. For example, if Employee’s employment ends
before the date this Award vests, this Award will terminate at the
same time as such termination. Important additional information on
vesting and forfeiture of the Stock Awards covered by this Award
including those due to changes in employment is contained in
paragraphs 3 through 5 of Appendix A.
IN WITNESS WHEREOF, the Company and the Employee
have executed this Agreement, in duplicate, to be effective as of
the date first above written.
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THE GAP, INC.
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Dated: _____________
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Paul S. Pressler
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President and Chief Executive
Officer
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My signature
below indicates that I understand that this Award is 1) subject to
all of the terms and conditions of this Agreement (including the
attached Appendix A) and of the Plan, 2) not considered salary, nor
is it a promise for future grants of Stock Awards, 3) not a term or
condition of my employment with the Company, and 4) made at the
sole discretion of the Company.
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EMPLOYEE
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Dated: _____________
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Signature:
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Address:
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Social Security No.:
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(Or National ID)
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1
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STOCK AWARDS GRANTED BY THE GAP,
INC. ARE GOVERNED SOLELY BY THE LAWS OF THE STATE OF CALIFORNIA AND
THE UNITED STATES OF AMERICA
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APPENDIX A
TERMS AND CONDITIONS OF STOCK
AWARD
1. Grant of Stock Awards .
The Company hereby grants to the Employee as a separate incentive
in connection with his or her employment and not in lieu of any
salary or other compensation for his or her services, an Award with
respect to the number of Stock Awards set forth on page 1 of this
Agreement, subject to all the terms and conditions in this
Agreement and the Plan. Employee understands and agrees that this
Award does not guarantee any future Stock Award grants and that
grants are made at the sole discretion of the Company.
2. Company’s Obligation to
Pay . On any date, a Stock Award has a value equal to the Fair
Market Value of one Share. Unless and until a Stock Award has
vested in accordance with the vesting schedule set forth on the
first page of this Agreement, the Employee will have no right to
payment of a Share with respect to the Stock Award. Prior to actual
payment of any Shares pursuant to vested Stock Awards, each Stock
Award represents an unsecured obligation of the Company, payable
(if at all) only from the general assets of the Company.
3. Vesting of Stock Awards and
Issuance of Shares . Subject to paragraphs 4 and 5, the Stock
Awards subject to this Agreement will vest as to the number of
Stock Awards, and on the dates shown, on the first page of this
Agreement (each a “Vesting Date”), but in each case,
only if the Employee has been continuously employed by the Company
or by one of its Affiliates from the date of this Award until the
applicable Vesting Date of the Stock Awards. If Employee is not
employed on such date(s), the Award shall terminate, as set forth
in paragraph 5. Upon each Vesting Date, one Share shall be issued
for each Stock Award that vests on such Vesting Date, subject to
the terms and provisions of the Plan and this Agreement. No
fractional Shares shall be issued under this Agreement.
4. Death or Retirement
. In the event of the Employee’s death or Retirement (as
defined in the Plan), the remaining Stock Awards shall become fully
vested on the date of death or Retirement, as
applicable. Notwithstanding the previous sentence, if in the
event that within one year of the date of this Agreement, Employee
dies or terminates employment due to Retirement, this Stock Award
shall immediately thereupon terminate.
5. Termination of Service .
Notwithstanding any contrary provision of this Agreement, the
balance of the Stock Awards that have not vested pursuant to
paragraph 3 or 4 will be forfeited and cancelled automatically at
the time of the Employee’s Termination of Service.
6. Withholding Taxes . On
each Vesting Date, the Employee agrees that the Company will
withhold a portion of the Shares scheduled to be issued pursuant to
vested Stock Awards that have an aggregate market value sufficient
to pay the federal, state and local income, employment and any
other applicable taxes required to be withheld by the Company or
its designated Affiliate. The Company will only withhold whole
Shares and therefore the Employee also authorizes deduction without
notice from salary or other amounts payable to t
