Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 393K
2: EX-10.1 Amendment to Synchrony Agreement HTML 81K
11: EX-10.10 Agreement for Post-Termination Benefits With Sonia HTML 32K
Syngal
3: EX-10.2 Agreement for Post-Termination Benefits With Mark HTML 32K Breitbard
4: EX-10.3 Agreement for Post-Termination Benefits With Paul HTML 32K
Chapman
5: EX-10.4 Agreement for Post-Termination Benefits With HTML 32K
Sebastian Digrande
6: EX-10.5 Agreement for Post-Termination Benefits With Julie HTML 32K
Gruber
7: EX-10.6 Agreement for Post-Termination Benefits With Brent HTML 32K
Hyder
8: EX-10.7 Agreement for Post-Termination Benefits With Jeff HTML 32K
Kirwan
9: EX-10.8 Agreement for Post-Termination Benefits With Teri HTML 32K
List-Stoll
10: EX-10.9 Agreement for Post-Termination Benefits With Art HTML 32K
Peck
12: EX-31.1 Section 302 Certification of the Chief Executive HTML 29K
Officer
13: EX-31.2 Section 302 Certification of the Chief Financial HTML 29K
Officer
14: EX-32.1 Section 1350 Certification of the Chief Executive HTML 24K
Officer
15: EX-32.2 Section 1350 Certification of the Chief Financial HTML 24K
Officer
22: R1 Document and Entity Information HTML 42K
23: R2 Condensed Consolidated Balance Sheets HTML 90K
24: R3 Condensed Consolidated Balance Sheets HTML 32K
(Parenthetical)
25: R4 Condensed Consolidated Statements of Income HTML 59K
26: R5 Condensed Consolidated Statements of Comprehensive HTML 41K
Income
27: R6 Condensed Consolidated Statements of Comprehensive HTML 25K
Income (Parenthetical)
28: R7 Condensed Consolidated Statements of Cash Flows HTML 110K
29: R8 Basis of Presentation HTML 28K
30: R9 Recent Accounting Pronouncements HTML 36K
31: R10 Debt and Credit Facilities HTML 47K
32: R11 Fair Value Measurements HTML 102K
33: R12 Derivative Financial Instruments HTML 119K
34: R13 Share Repurchases HTML 33K
35: R14 Accumulated Other Comprehensive Income HTML 64K
36: R15 Share-Based Compensation HTML 37K
37: R16 Income Taxes HTML 26K
38: R17 Earnings Per Share HTML 32K
39: R18 Commitments and Contingencies HTML 47K
40: R19 Segment Information HTML 98K
41: R20 Debt and Credit Facilities Long Term Debt (Tables) HTML 40K
42: R21 Fair Value Measurements (Tables) HTML 96K
43: R22 Derivative Financial Instruments (Tables) HTML 106K
44: R23 Share Repurchases (Tables) HTML 32K
45: R24 Accumulated Other Comprehensive Income (Tables) HTML 60K
46: R25 Share-Based Compensation (Tables) HTML 36K
47: R26 Earnings Per Share (Tables) HTML 29K
48: R27 Commitments and Contingencies Commitments and HTML 33K
Contigencies (Tables)
49: R28 Segment Information (Tables) HTML 92K
50: R29 Recent Accounting Pronouncements - Additional HTML 23K
Information (Details)
51: R30 Debt and Credit Facilities Long Term Debt HTML 35K
(Details)
52: R31 Debt and Credit Facilities - Additional HTML 69K
Information (Details)
53: R32 Fair Value Measurements - Financial Assets and HTML 50K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
54: R33 Fair Value Measurements - Additional Information HTML 37K
(Details)
55: R34 Derivative Financial Instruments - Foreign HTML 31K
Exchange Contracts Outstanding to Sell Various
Currencies (Details)
56: R35 Derivative Financial Instruments - Fair Values of HTML 55K
Asset and Liability Derivative Financial
Instruments (Details)
57: R36 Derivative Financial Instruments - Effects Of HTML 42K
Derivative Financial Instruments On OCI And
Condensed Consolidated Statements Of Income
(Details)
58: R37 Derivative Financial Instruments - Additional HTML 47K
Information (Details)
59: R38 Share Repurchase Activity (Details) HTML 30K
60: R39 Share Repurchases - Additional Information HTML 28K
(Details)
61: R40 Accumulated Other Comprehensive Income (Details) HTML 44K
62: R41 Share-Based Compensation Expense (Details) HTML 35K
63: R42 Income Taxes - Additional Information (Details) HTML 23K
64: R43 Earnings Per Share - Weighted Average Number of HTML 29K
Shares (Details)
65: R44 Earnings Per Share - Additional Information HTML 24K
(Details)
66: R45 Commitments and Contingencies Commitments and HTML 41K
Contingencies - Fire (Details)
67: R46 Commitments and Contingencies - Additional HTML 41K
Information (Details)
68: R47 Segment Information - Net Sales by Brand and HTML 79K
Region (Details)
69: R48 Segment Information - Additional Information HTML 22K
(Details)
71: XML IDEA XML File -- Filing Summary XML 108K
70: EXCEL IDEA Workbook of Financial Reports XLSX 52K
16: EX-101.INS XBRL Instance -- gps-20170429 XML 1.49M
18: EX-101.CAL XBRL Calculations -- gps-20170429_cal XML 142K
19: EX-101.DEF XBRL Definitions -- gps-20170429_def XML 477K
20: EX-101.LAB XBRL Labels -- gps-20170429_lab XML 877K
21: EX-101.PRE XBRL Presentations -- gps-20170429_pre XML 557K
17: EX-101.SCH XBRL Schema -- gps-20170429 XSD 108K
72: ZIP XBRL Zipped Folder -- 0000039911-17-000089-xbrl Zip 139K
‘EX-10.2’ — Agreement for Post-Termination Benefits With Mark Breitbard
Gap Inc. (“Company”) and Mark Breitbard (referred to below in the second person) hereby enter into this amended and restated Agreement for eligibility for certain post-termination benefits. Effective July 1, 2017, this Agreement expressly supersedes any and all prior agreements related to such post-termination or severance benefits, including those described in any offer letter under the section entitled “Termination/Severance.” Company
and you hereby agree as follows:
In the event that your employment is involuntarily terminated by the Company for reasons other than (i) For Cause (as defined below) or (ii) for the avoidance of doubt, death or disability, prior to July 1, 2020, the Company will provide you the following after your "separation from service" within the meaning of Internal Revenue Code (“IRC”) Section 409A ("Separation from Service”), provided you sign a general release of claims in the form requested by the Company and it becomes effective within 45 calendar days after such Separation
from Service (such 45th day, the “Release Deadline”):
(1) Your then current salary, at regular pay cycle intervals, for eighteen months commencing in the first regular pay cycle following the Release Deadline (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). Except for any compensation received from external board memberships in place at the time of your Separation from Service, payments will be reduced by any compensation you receive (as received) during the severance period from other employment or professional relationship with a non-competitor. Each payment will be treated as a separate payment for purposes of IRC Section 409A, to the maximum extent possible.
(2) Through the end of the period in which you are receiving payments under paragraph (1) above or shorter period you are covered by COBRA, if you properly elect and maintain COBRA coverage, payment of a portion of your COBRA premium in a method as determined by the Company. This payment may be taxable income to you and subject to tax withholding. Notwithstanding
the foregoing, the Company’s payment of the monthly COBRA premium shall cease immediately if the Company determines in its discretion that paying such monthly COBRA premium would result in the Company being in violation of, or incurring any fine, penalty, or excise tax under, applicable law (including, without limitation, any penalty imposed for violation of the nondiscrimination requirements under the Patient Protection and Affordable Care Act or guidance issued thereunder, or any similar law or regulation).
(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 the reimbursement is incurred but not later than the end of the second calendar year following the calendar year of your Separation from Service.
(4) Prorated Annual Bonus for the fiscal year in which the termination occurs, on the condition that you have worked at least 3 months of the fiscal year in which you are terminated, based on actual financial results and 100% standard
for any non-financial component (other than those intended to comply with IRC Section 162(m)). Such bonus will be paid in March of the year following termination at the time Annual Bonuses for the year of termination are paid, but in no event later than the 15th day of the third month following the later of the end of the Company’s taxable year or the end of the calendar year in which such termination occurs. In the event termination occurs after the end of a fiscal year but before the date of bonus payments, such bonus for the preceding fiscal year will be paid pursuant to the terms of this section and the terms of the bonus plan.
(5) Accelerated vesting (but not settlement) of restricted stock units (“RSUs”) and performance shares that remain subject only to time vesting conditions (excluding any performance shares that remain subject to performance-based vesting conditions) scheduled to vest prior to April 1 following the end of the fiscal year of termination. Shares of the Company stock in settlement of any vested RSUs and/or performance shares under this section will be delivered on the applicable regularly scheduled vesting dates subject to the terms and conditions of the applicable award agreement including, without limitation, the IRC Section 409A six-month delay language thereunder to the extent necessary
to avoid taxation under IRC Section 409A.
The payments in (1), (3), (4) and (5) above are, and the payment described in (2) above may be, taxable income to you and are subject to tax withholding. If the aggregate amount that would be payable to you under paragraphs (1), (2), (3) and (4) above through the date which is six months after your Separation from Service (excluding amounts exempt from IRC Section 409A under the short-term deferral rule thereunder or Treas. Reg. Section 1.409A-1(b)(9)(v)) exceeds the limit under Treas. Reg. Section 1.409A-1(b)(9)(iii)(A) and you are a “specified employee” under Treas. Reg. Section 1.409A-1(i) on the date of your Separation from Service, then the excess will be paid to you no earlier than the date which is six months after the date of such separation (or such earlier time permitted under IRC Section 409A(a)(2)(B)(i)). This delay
will only be imposed to the extent required to avoid the tax for which you would otherwise be liable under IRC Section 409A(a)(1)(B). Any delayed payment instead will be made on the first business day following the expiration of the six-month period, as applicable (or such earlier time permitted under IRC Section 409A(a)(2)(B)(i)). Payments that are not delayed will be paid in accordance with their terms determined without regard to such delay.
The term “For Cause” shall mean a good faith determination by the Company that your employment be terminated for any of the following reasons: (1) indictment, conviction or admission of any crimes involving theft, fraud or moral turpitude; (2) engaging in gross neglect of duties, including willfully failing or refusing to implement or follow direction
of the Company; or (3) breaching Gap Inc.’s policies and procedures, including but not limited to the Code of Business Conduct; where applicable, the Company shall provide reasonable notice of any breach and opportunity to remediate.
At any time, if you voluntarily resign your employment from Gap Inc. or your employment is terminated For Cause, you will receive no compensation, payment or benefits after your last day of employment. If your employment terminates for any reason, you will not be entitled to any payments, benefits or compensation other than as provided in this Agreement.
