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Exhibit 10.2
Award No.
THE GAP,
INC.
PERFORMANCE UNIT 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. 2006 Long-Term
Incentive Plan (the “Plan”) and is subject to all of
the terms and conditions contained in this Performance Unit 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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| Date of Grant: |
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| Date(s) Stock Awards Scheduled to Vest: |
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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 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 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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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 .
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(a) |
Subject to paragraphs 4, 5 and 6, 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
6. |
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(b) |
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. |
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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 Stock
Award, the payment of such accelerated portion of the Stock Award
nevertheless shall be made at the same time or times as if such
Stock Award 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 Stock Award 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 Stock Awards 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
Stock Awards will be paid to the Employee’s estate as soon as
practicable following his or her death, subject to
paragraph 7. Thereafter, such Stock Awards 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 Shares
subject to the Stock Award granted under this Agreement will be
subject to the additional tax imposed under Section 409A, and
any ambiguities herein will be interpreted to so
comply. |
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