Amendment to General Statement of Beneficial Ownership — Sch. 13D Filing Table of Contents
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1: SC 13D/A Amendment to General Statement of Beneficial HTML 131K
Ownership
2: EX-15 Letter re: Unaudited Interim Financial Information HTML 16K
3: EX-16 Letter re: Change in Certifying Accountant HTML 16K
EX-16 — Letter re: Change in Certifying Accountant
Amendment
dated as of February 1, 2010 to STOCK PURCHASE AGREEMENT dated as of November17, 2009 (the “Stock Purchase
Agreement”) between The Gap, Inc., a Delaware corporation (the “Company”) and John J. Fisher
(“Fisher” and, together
with any revocable family trust through which Fisher beneficially owns common
stock of the Company, “Seller”). Initially
capitalized terms used herein but not defined herein shall have the meaning
assigned to such terms in the Stock Purchase Agreement.
WITNESSETH:
WHEREAS,
the parties to this Amendment entered into the Stock Purchase Agreement in
connection with the Company’s share repurchase agreement authorized by the Board
of Directors of the Company on November 17, 2009; and
WHEREAS,
the parties to the Stock Purchase Agreement desire to amend such agreement to
provide for its termination in the event of the death of Fisher;
and
WHEREAS
in consideration of the above recitals and of the mutual agreements and
covenants contained in this Agreement, the Company and the Seller intending to
be bound legally, each agree as follows:
ARTICLE
1
Section
1.1. Section 7.1 Termination. is hereby amended to add a
new clause (g) to Section 7.1 as follows:
(g)
notwithstanding Section 7.1(b), pursuant to written notice by the successor or
executor of the estate of Fisher of the death of Fisher, such termination to be
effective immediately upon delivery of notice thereof.
Section
1.2. Section 7.1 Termination. is hereby amended to revise
the ultimate sentence and add a new ultimate sentence to Section 7.1 as
follows:
The party
desiring to terminate this Agreement pursuant to clauses (b), (c), (d), (e) or
(g) above shall give written notice of such termination to the other
party.
In
clarification of the foregoing, in the event of a termination pursuant to
clauses (c) through (g) hereof, there shall be no further settlement of Acquired
Shares in respect of any purchases pursuant to the Program (whether for a prior
month or the period in which the termination event occurs), and no Closing for
Acquired Shares shall follow any such termination of this
Agreement.
ARTICLE
2
Miscellaneous
Section
2.1. Effect. Except as
amended by this Amendment, the Stock Purchase Agreement shall remain in full
force and effect.
Section
2.2. Governing Law. This Amendment
shall be governed by and construed in accordance with the law of the State of
California (without regard to principles of conflicts of laws).
Section
2.3. Counterparts; Third Party
Beneficiaries. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto. No provision of this Agreement is
intended to confer upon any Person other than the Company or Seller any rights
or remedies hereunder.
Section
2.4. Entire
Agreement. The Agreement, as amended by this Amendment, constitutes the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.
Section
2.5. Captions. The captions herein
are included for convenience of reference only and shall be ignored in the
construction or interpretation hereof.
[remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
THE
GAP, INC.
By:
/s/
Jennifer Cho
Name: Jennifer
Cho
Title:
Vice President and Treasurer
JOHN
J. FISHER
(on
behalf of himself and on behalf of
Seller)
By:
/s/
John J. Fisher
Name:
John J. Fisher
Dates Referenced Herein and Documents Incorporated by Reference
