(State of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Two Folsom Street
San Francisco, California
(Address of principal executive offices)
•Global Brand President, Old Navy
•At-will employment (no term).
•$875,000 annual base salary.
•Annual performance-based bonus targeted at 100% of annual base salary, with the potential to earn no bonus or up to 200% of annual base salary depending upon performance.
•75,000 stock options granted at fair market value on April 13, 2016, vesting 25% per year over four years.
•Target opportunity of 180% of base salary to earn performance shares under the Company’s Long-Term Growth Program that rewards achievement of Gap Inc. financial objectives over a three-year period beginning in 2016. Depending on results, the actual performance shares, if any, may be higher or lower and can reach a maximum of 300% of target shares. Performance shares granted on March 14, 2016 and April 13, 2016 together
represent a target grant at the Global President level. Awards are made in the form of performance shares that are paid in Company stock upon vesting. Payout is subject to certification by the Committee and the provisions of the Company’s stock plan and the award agreement thereunder. Earned shares will vest 50% on the date the Committee certifies attainment and 50% one year from the certification date.
•Benefits available to senior executives.
•Upon involuntary termination for reasons other than cause prior to February 13, 2018, the Company will provide, subject to a release of claims, her then-current salary for 18 months, reimbursement for COBRA healthcare continuation, reimbursement for costs to maintain the financial counseling the Company provides to senior executives, a prorated bonus in year of termination if she worked 3 months of the fiscal year and if earned based on actual fiscal results and 100% standard for individual component achieved in the year of termination, accelerated vesting (but not settlement) of restricted stock units and performance shares that remain subject only to time vesting conditions scheduled to vest prior to April 1 following the fiscal year of termination, all as described in more detail in the Agreement.
•The Company can require Ms. Syngal to repay bonus and equity compensation if the Company is required to restate its financial statements as a result of her misconduct as described in more detail in the Agreement.
•Includes confidentiality, non-disparagement, and one-year non-solicitation following termination of employment.
THE GAP, INC.
April 13, 2016
/s/ Julie Gruber
Executive Vice President and Global General Counsel
Agreement with Sonia Syngal dated April 11, 2016 and confirmed on April 11, 2016
Press Release dated September 29, 2015