EXHIBIT 10.2
Amended and Restated
Grant No.
THE GAP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Amended and Restated October 19, 2001 to reflect the original intent of the
parties
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
For good and valuable consideration, the receipt of which is hereby
acknowledged, 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) as amended and restated to reflect the original intent of
the parties that the options would not be accelerated upon retirement absent
involuntary termination and of the Plan.
EMPLOYEE
Dated: ________________________________________________________________________
______________________________
Address: ____________________________
______________________________
______________________________
Social Security No.: ________________
APPENDIX A
TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION
Amended and Restated October 19, 2001
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 through 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 (a) Employee's
employment with the Company or an Affiliate has been reduced to less than a
full-time basis, and/or (b) 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 (including Retirement (as
defined in the Plan)) other than death or involuntary termination, this option
shall immediately thereupon terminate, except that Employee shall have up to
the Maximum Term of the Option (as defined in paragraph 15 of this Appendix A)
to exercise any unexercised
portion of the option which is then exercisable. In the event Employee is
involuntarily terminated, Employee may, within the Maximum Term of the Option,
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's employment with the Company
or an Affiliate terminates for any reason, 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. Employee understands and agrees that
this Agreement does not impact in any way the right of the Company, or the
Affiliate employing Employee, as the case may be, to terminate or change the
terms of the employment of Employee at any time for any reason whatsoever, with
or without good cause. Employee understands and agrees that his or her
employment is "at-will" and that either the Company or Employee may terminate
Employee's employment at any time and for any reason. Employee also understands
and agrees that his or her "at-will" status can only be changed by an express
written contract signed by an authorized officer of the Company and Employee.
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. Modifications to this Agreement. This Agreement constitutes the entire
understanding of the parties on the subjects covered. Employee expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
21. 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.