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Exhibit 10.3
Award No.
THE GAP,
INC.
PERFORMANCE SHARE AGREEMENT 1
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 the performance
and vesting conditions and other conditions set forth in the
attached Appendix A. This Award is granted pursuant to The Gap,
Inc. 2006 Long-Term Incentive Plan (the “Plan”) and is
subject to all of the terms and conditions contained in this
Performance Share 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 Performance Shares: |
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___________ |
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| Date of Grant: |
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| Performance Goals: |
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| Date(s) Performance Shares Scheduled to
Vest: |
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___________ |
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if
Performance Goals are met |
As provided in the Plan and in this
Agreement, this Award may terminate before the scheduled vest
date(s) of the Performance Shares. 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 Performance
Shares covered by this Award including those due to changes in
employment is contained in paragraphs 3 through 6 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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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 Performance Shares, 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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_____________ |
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Signature: |
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Address: |
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1
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PERFORMANCE SHARES 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
PERFORMANCE SHARES
1. Grant of Performance
Shares . 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 Performance Shares
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 Performance
Share grants and that grants are made at the sole discretion of the
Company.
2. Company’s
Obligation to Pay . On any date, a Performance Share has a
value equal to the Fair Market Value of one Share. Unless and until
a Performance Share 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 Performance Share. Prior to actual payment of any Shares
pursuant to vested Performance Shares, each Performance Share
represents an unsecured obligation of the Company, payable (if at
all) only from the general assets of the Company.
3. Vesting of Performance
Shares and Issuance of Shares .
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(a) |
Subject to paragraphs 4, 5 and 6, the Performance Shares
subject to this Agreement will vest as to the number of Performance
Shares, 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 Performance Shares. If Employee is not employed
on such date(s), the Award shall terminate, as set forth in
paragraph 6. |
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(b) |
Upon each Vesting Date, one Share shall be issued for each
Performance Share that vests on such Vesting Date, subject to the
terms and provisions of the Plan and this Agreement. |
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(c) |
If the Committee, in its discretion, accelerates the vesting of
the balance, or some lesser portion of the balance, of the
Performance Shares, the payment of such accelerated Performance
Shares nevertheless shall be made at the same time or times as if
such Performance Shares had vested in accordance with the vesting
schedule set forth on the first page of this Agreement (whether or
not the Employee remains employed by the Company or by one of its
Affiliates as of such date(s)). |
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(d) |
Notwithstanding the foregoing, if the Committee, in its
discretion, accelerates the vesting of the balance, or some lesser
portion of the balance, of the Performance Shares in connection
with Employee’s Termination of Service (other than due to
death and provided that such Termination of Service is a
“separation from service within the meaning of
Section 409A) and if [ADD ONLY TO AGREEMENTS TO NON-US
EMPLOYEES: (i) Employee is subject to U.S. income tax, and
(ii)] Employee is a “specified employee” within the
meaning of Section 409A at the time of such Termination of
Service, then any such accelerated Performance Shares otherwise
payable within the six (6) month period following
Employee’s Termination of Service instead will be paid on the
date that is six (6) months and one (1) day following the
date of Employee’s Termination of Service, unless the
Employee dies following his or her Termination of Service, in which
case, the accelerated Performance Shares will be paid to the
Employee’s estate as soon as practicable following his or her
death, subject to paragraph 7. Thereafter, such Performance
Shares shall continue to be paid in accordance with the
requirements of paragraph 3(c). For purposes of this Agreement,
“Section 409A” means Section 409A of the U.S.
Internal Revenue Code of 1986, as amended, and any final Treasury
Regulations and other Internal Revenue Service guidance thereunder,
as each may be amended from time to time (“Section
409A”). |
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(e) |
It is the intent of this Agreement to comply with the
requirements of Section 409A so that none of the Performance
Shares granted under this Agreement or the Shares issued in payment
thereof will be subject to the additional tax imposed under
Section |
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