EXHIBIT 10.15
AMENDMENT NO. 2 TO
THE GAP, INC.
1996 STOCK OPTION AND AWARD PLAN
The Gap, Inc., having adopted The Gap, Inc. 1996 Stock Option and Award Plan
(the "Plan") effective as of March 26, 1996, and amended effective as of May 20,
1997, hereby further amends the Plan, effective as of January 27, 1998, as
follows:
1. Clause (a) in the second sentence of Section 3.2 is hereby amended in its
entirety to read as follows:
(a) determine which Employees, Consultants, and Nonemployee
Directors shall be granted Awards (other than with respect to the
Options granted to Nonemployee Directors pursuant to Section 9),
2. The second sentence of Section 3.4 is hereby amended in its entirety to
read as follows:
In the Board's administration of Section 9 and the Options and any
Shares granted to Nonemployee Directors pursuant to Section 9, the
Board shall have all of the authority and discretion otherwise
granted to the Committee with respect to the administration of the
Plan.
3. The first sentence of Section 5.1 is hereby amended in its entirety to
read as follows:
Subject to the terms and provisions of the Plan, Options may be
granted to Employees, Consultants, and Nonemployee Directors at any
time and from time to time as determined by the Committee in its
sole discretion.
4. The following sentence is hereby added to the end of Section 5.1:
Options granted to Nonemployee Directors pursuant to this Section 5
shall be Nonqualified Stock Options to purchase treasury Shares.
5. Section 9.2.8 is hereby amended in its entirety to read as follows:
Other Terms. All provisions of the Plan not inconsistent with this
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Section 9 shall apply to Options granted to Nonemployee Directors
under this Section 9; provided, however, that Section 5.2 (relating
to the Committee's discretion to set the terms and conditions of
Options) shall be inapplicable with respect to Options granted to
Nonemployee Directors under this Section 9.
6. Section 10.2 is hereby amended in its entirety to read as follows:
Participation. No Employee, Consultant, or Nonemployee Director
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(except as otherwise provided in Section 9 with respect to
Nonemployee Directors) shall
have the right to be selected to receive an Award under this Plan,
or, having been so selected, to be selected to receive a future
Award.
IN WITNESS WHEREOF, The Gap, Inc., by its duly authorized officer, has
executed this Amendment No. 2 as of the date indicated below.
THE GAP, INC.
Date: January 27, 1998 By: /s/ Anne B. Gust
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Title: Senior Vice President and
General Counsel