Grant No. __________
THE GAP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT1
The Gap, Inc. (the "Company") hereby grants
to_________________________ (the "Employee"), a stock option under The Gap,
Inc. 1996 Stock Option and Award Plan (the "Plan"), to purchase shares of
common stock of the Company, $0.05 par value ("Shares"). This option is
subject to all of the terms and conditions contained in this 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 option are as
follows:
Number of Shares
Purchasable with this Option: ________
Price per Share: ________
Date Option was Granted: ________
Date Option is
Scheduled to become Exercisable: ________
Latest Date Option Expires: ________
As provided in the Plan and in this Agreement, this option may
terminate before the date written above, including before the option becomes
exercisable or is exercised. For example, if Employee's employment ends
before the date this option becomes exercisable, this option will terminate at
the same time as Employee's employment terminates. See paragraphs 5, 6 and 7
of Appendix A for further information concerning how changes in employment
affect termination of this option. PLEASE BE SURE TO READ ALL OF APPENDIX A,
WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.
IN WITNESS WHEREOF, the Company and the Employee have executed
this Agreement, in duplicate, to be effective as of the date first above
written.
THE GAP, INC.
Dated: ________ ____________________________________________
Millard S. Drexler
President and Chief Executive Officer
My signature below indicates that I understand that this option
is subject to all of the terms and conditions of this Agreement (including the
attached Appendix A) and of the Plan.
EMPLOYEE
Dated: _______________________ _________________________________
Address: _________________________________
__________________________________
___________________________________
Social Security No.: ______________
1STOCK OPTIONS GRANTED BY THE GAP, INC. ARE GOVERNED SOLELY BY THE LAWS OF THE
STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA.
APPENDIX A
TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION
1. Grant of Option. The Company hereby grants to Employee
under the Plan, 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, a non-qualified stock option to purchase, on the terms and conditions
set forth in this Agreement and the Plan, all or any part of the number of
Shares set forth on page 1 of this Agreement. The option granted hereby is not
intended to be an Incentive Stock Option within the meaning of Section 422 of
the Code.
2. Exercise Price. The purchase price per Share (the
"Option Price") shall be equal to the price set forth on page 1 of this
Agreement. The Option Price shall be payable in the legal tender of the United
States.
3. Number of Shares. The number and class of Shares
specified in paragraph 1 above, and/or the Option Price, are subject to
appropriate adjustment in the event of changes in the capital stock of the
Company by reason of stock dividends, split-ups or combinations of shares,
reclassifications, mergers, consolidations, reorganizations or liquidations.
Subject to any required action of the stockholders of the Company, if the
Company shall be the surviving corporation in any merger or consolidation, the
option granted hereunder (to the extent that it is still outstanding) shall
pertain to and apply to the securities to which a holder of the same number of
Shares that are then subject to the option would have been entitled. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Compensation and Stock Option
Committee of the Company's Board of Directors (the "Committee"), whose
determination in that respect shall be final, binding and conclusive.
4. Commencement of Exercisability. Except as otherwise
provided in this Agreement, the right to exercise the option awarded by this
Agreement shall accrue as set forth on page 1 of this Agreement, assuming that
Employee is still employed with the Company or an Affiliate on such date(s).
If Employee is not employed on such date(s), the option shall terminate, as set
out in paragraph 7.
5. Postponement of Exercisability. Notwithstanding
paragraph 4 or any other provision of this Agreement, prior to the date this
option is scheduled to become exercisable, the Committee, in its sole
discretion, may determine that the right to exercise the option awarded by this
Agreement shall accrue on a date later than such date. The Committee shall
exercise its power to postpone the commencement of exercisability only if the
Committee, in its sole discretion, determines that Employee has taken a
personal leave of absence (as defined from time to time by the Committee) since
the date of this Agreement. The duration of the period of postponement shall
equal the duration of the personal leave of absence. If Employee does not
return from the personal leave of absence, the option shall terminate as set
out in paragraph 7.
6. Elimination of Exercisability. Notwithstanding
paragraph 4 or any other provision of this Agreement, prior to the date this
option is scheduled to become exercisable, the Committee, in its sole
discretion, may determine that the right to exercise the option awarded by this
Agreement shall never accrue as to all or part of the Shares specified in
paragraph 1 (and as adjusted pursuant to paragraph 3, if appropriate), in which
case the option shall terminate as to such Shares. The Committee shall
exercise such power only if the Committee, in its sole discretion, determines
that Employee has transferred to a position which, under the Committee's then
existing policy, normally would not qualify Employee to be granted options
under the Plan or to be granted the number of options granted under this
Agreement.
7. Termination of Option. In the event that Employee's
employment with the Company or an Affiliate terminates for any reason other
than Retirement (as defined in the Plan) or death, this option shall
immediately thereupon terminate. In the event of Employee's Retirement,
Employee may, within one (1) year after the date of such Retirement, or within
ten (10) years from the date of this Agreement, whichever shall first occur,
exercise any unexercised portion of the option (whether or not exercisable).
In the event that Employee shall die while in the employ of the Company or an
Affiliate, any unexercised portion of the option (whether or not exercisable)
may be exercised by Employee's beneficiary or transferee, as hereinafter
provided, for a period of one (1) year after the date of Employee's death or
within ten (10) years from the date of this Agreement, whichever shall first
occur. Notwithstanding the preceding two sentences, in the event that within
one year of the date of this Agreement, Employee dies or terminates employment
due to Retirement, this option shall immediately thereupon terminate.
8. Persons Eligible to Exercise. The option shall be
exercisable during Employee's lifetime only by Employee. The option shall be
non-transferable by Employee other than by a beneficiary designation made in a
form and manner acceptable to the Committee, or by will or the applicable laws
of descent and distribution.
9. Death of Employee. To the extent exercisable after
Employee's death, the option shall be exercised only by Employee's designated
beneficiary or beneficiaries, or if no beneficiary survives Employee, by the
person or persons entitled to the option under Employee's will, or if Employee
shall fail to make testamentary disposition of the option, his or her legal
representative. Any transferee exercising the option must furnish the Company
(a) written notice of his or her status as transferee, (b) evidence
satisfactory to the Company to establish the validity of the transfer of the
option and compliance with any laws or regulations pertaining to said transfer,
and (c) written acceptance of the terms and conditions of the option as
prescribed in this Agreement.
10. Exercise of Option. The option may be exercised by the
person then entitled to do so as to any Shares which may then be purchased
(a) by giving written notice of exercise to the Company, specifying the number
of full Shares to be purchased and accompanied by full payment of the purchase
price thereof (and the amount of any income tax the Company determines is
required to be withheld by reason of such exercise), and (b) by giving
satisfactory assurances in writing if requested by the Company, signed by the
person exercising the option, that the Shares to be purchased upon such
exercise are being purchased for investment and not with a view to the
distribution thereof.
11. No Rights of Stockholder. Neither Employee nor any
person claiming under or through said Employee shall be or have any of the
rights or privileges of a stockholder of the Company in respect of any of the
Shares issuable upon the exercise of the option, unless and until certificates
representing such Shares shall have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to Employee.
12. No Right to Continued Employment. The granting of
stock options to Employee does not in any way impact the right of the Company
to terminate Employee's employment in accordance with applicable law.
13. Addresses for Notices. Any notice to be given to the
Company under the terms of this Agreement shall be addressed to the Company, in
care of its Law Department, at The Gap, Inc., One Harrison, San Francisco,
California 94105, or at such other address as the Company may hereafter
designate in writing. Any notice to be given to Employee shall be addressed to
Employee at the address set forth beneath Employee's signature hereto, or at
such other address as Employee may hereafter designate in writing. Any such
notice shall be deemed to have been duly given if and when enclosed in a
properly sealed envelope, addressed as aforesaid, registered or certified and
deposited, postage and registry fee prepaid, in a United States post office.
14. Non-Transferability of Option. Except as otherwise
herein provided, the option herein granted and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of said option, or
of any right or privilege conferred hereby, contrary to the provisions hereof,
or upon any attempted sale under any execution, attachment or similar process
upon the rights and privileges conferred hereby, said option and the rights and
privileges conferred hereby shall immediately become null and void.
15. Maximum Term of Option. Notwithstanding any other
provision of this Agreement, this option is not exercisable after the
expiration of ten (10) years from the date of this Agreement.
16. Binding Agreement. Subject to the limitation on the
transferability of the option contained herein, this Agreement shall be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
17. Plan Governs. This Agreement is subject to all terms
and provisions of the Plan. In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. Terms used and not defined in this
Agreement shall have the meaning set forth in the Plan.
18. Committee Authority. The Committee shall have the
power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon Employee, the Company and all other interested persons.
No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
this Agreement.
19. Captions. Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.
20. Agreement Severable. In the event that any provision
in this Agreement shall be held invalid or unenforceable, such provision shall
be severable from, and such invalidity or unenforceability shall not be
construed to have any effect on, the remaining provisions of this Agreement.
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