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Exhibit
10.2
AMENDMENT TO
AGREEMENT
Gap Inc. (“Company”) and
Lauri Shanahan (referred to in the second person) hereby amend the
letter agreement dated March 16, 2007, replacing the section
entitled “Termination/Severance” with the
following provision:
Termination/Severance . In the
event that your employment is involuntarily terminated by the
Company for reasons other than For Cause (as defined below) prior
to February 13, 2009, the Company will provide you the
following if, prior to your “separation from
service” within the meaning of Section 409A of the
Internal Revenue Code (the “Separation from Service”),
you sign and do not revoke a general release of
claims in the form requested by the Company:
(1) Your then current salary,
at regular pay cycle intervals, for eighteen months commencing the
day following the Separation from Service (the
“severance period”). Payments will cease if you
accept other employment or professional relationship with a
competitor of the Company (defined as another company primarily
engaged in the apparel design or apparel retail business or any
retailer with apparel sales in excess of $500 million annually), or
if you breach your remaining obligations to the Company (e.g., your
duty to protect confidential information, agreement not to solicit
Company employees). Payments will be reduced by any
compensation you receive during the severance period from other
employment or professional relationship with a
non-competitor.
(2) Through the end
of the period in which you are receiving payments under
paragraph (1) above, if you elect COBRA coverage, payment
of a portion of your COBRA coverage equal to the
Company-paid portion of comparable active
employee coverage as in effect on your
termination date. In order to receive this benefit, the
Company may require that you
substantiate your COBRA coverage.
(3) Through the end
of the period in which you are receiving payments under
paragraph (1) above, reimbursement for your costs to
maintain the same or comparable financial counseling program the
Company provides to senior executives in effect at the
time of your Separation from Service. The amount of expenses
eligible for reimbursement during a calendar year shall not affect
the expenses eligible for reimbursement in any other calendar
year. Reimbursement shall be made on or before the last day of
the calendar year following the calendar year in which
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