GPS 10-K Annual Report Feb. 2, 2019 | Alphaminr

GPS 10-K Fiscal year ended Feb. 2, 2019

GAP INC
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TABLE OF CONTENTS
Part I, Item 1Item 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.3 Amended and Restated Bylaws of the Company (effective August 16, 2018), filed as Exhibit 3(ii) to Registrants Form 8-K on August 16, 2018, Commission File No. 1-7562. 4.1 Indenture, dated as of April 12, 2011, by and between Registrant and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Registrants Form 8-K on April 12, 2011, Commission File No.1-7562. 4.2 First Supplemental Indenture, dated as of April 12, 2011, relating to the issuance of $1,250,000,000 aggregate principal amount of Registrants 5.95% Notes due 2021, filed as Exhibit 4.2 to Registrants Form 8-K on April 12, 2011, Commission FileNo.1-7562. 4.3 Form of Registrants 5.95% Notes due 2021, included as Exhibit A to First Supplemental Indenture, filed as Exhibit 4.2 to Registrants Form 8-K on April 12, 2011, Commission FileNo.1-7562. 10.1 Second Amended and Restated Revolving Credit Agreement dated May 31, 2018, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended August 4, 2018, Commission File No. 1-7562. 10.2 Second Amended and Restated Master Services Agreement between Registrant and IBM, dated as of March 29, 2013, filed as Exhibit 10.1 to Registrants Form 10-Q for the quarter ended May 4, 2013, Commission File No. 1-7562. (1) 10.3 Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., GE Capital Retail Bank and GE Capital Retail Finance Corporation, dated as of February 28, 2014, filed as Exhibit 10.1 to Amendment No. 1 to Registrants Form 10-Q for the quarter ended May 3, 2014, Commission File No. 1-7562. (1) 10.4 First Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of January 31, 2015, filed as Exhibit 10.12 to Registrant's Form 10-K for the year ended January 31, 2015, Commission File No. 1-7562. 10.5 Second Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of May 8, 2015, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended August 1, 2015, Commission File No. 1-7562. (1) 10.6 Third Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of December 15, 2015, filed as Exhibit 10.16 to Registrant's Form 10-K for the year ended January 30, 2016, Commission File No. 1-7562. (1) 10.7 Fourth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., SynchronyBank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of April 29, 2016, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended April 30, 2016, Commission File No. 1-7562. (1) 10.8 Fifth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of April 7, 2017, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. (1) 10.9 Sixth Amendment to Amended and Restated Consumer Credit Card Program Agreement by and among Registrant, Gap (Puerto Rico), Inc., GPS Consumer Direct, Inc., Gap (Apparel), LLC, Gap (ITM) Inc., Synchrony Bank (f/k/a GE Capital Retail Bank) and Synchrony Financial, dated as of May 22, 2018, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended August 4, 2018, Commission File No. 1-7562. (1) 10.10 Executive Management Incentive Compensation Award Plan, filed as Appendix A to Registrants definitive proxy statement for its annual meeting of stockholders held on May 19, 2015, Commission File No. 1-7562. 10.12 Amendment to Executive Deferred Compensation Plan - Freezing of Plan Effective December 31, 2005, filed as Exhibit 10.1 to Registrants Form 8-K on November 8, 2005, Commission File No. 1-7562. 10.13 Amendment to Executive Deferred Compensation Plan - Merging of Plan into the Supplemental Deferred Compensation Plan, filed as Exhibit 10.29 to Registrants Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562. 10.14 Amendment to Executive Deferred Compensation Plan - Suspension of Pending Merger into Supplemental Deferred Compensation Plan, filed as Exhibit 10.30 to Registrants Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562. 10.15 Amendment to Executive Deferred Compensation Plan - Merging of Plan into the Deferred Compensation Plan, filed as Exhibit 10.1 to Registrants Form 10-Q for the quarter ended October 31, 2009, Commission File No. 1-7562. 10.16 Deferred Compensation Plan, amended and restated effective September 1, 2011, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended October 29, 2011, Commission File No. 1-7562. 10.17 Deferred Compensation Plan, amended and restated effective November 17, 2015, filed as Exhibit 10.24 to Registrant's Form 10-K for the year ended January 30, 2016, Commission File No. 1-7562. 10.18 Deferred Compensation Plan, amended and restated effective March 24, 2016, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended April 30, 2016, Commission File No. 1-7562. 10.19 Supplemental Deferred Compensation Plan, filed as Exhibit 4.1 to the Companys Registration Statement on Form S-8, dated November 29, 2005, Commission File No. 333-129986. 10.20 First Amendment to Supplemental Deferred Compensation Plan, filed as Exhibit 10.32 to Registrants Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562. 10.21 Second Amendment to Supplemental Deferred Compensation Plan - Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan, filed as Exhibit 10.33 to Registrants Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562. 10.22 Third Amendment to Supplemental Deferred Compensation Plan - Suspension of Pending Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan, filed as Exhibit 10.34 to Registrants Form 10-K for the year ended January 31, 2009, Commission File No. 1-7562. 10.23 Fourth Amendment to Supplemental Deferred Compensation Plan - Merging of Executive Deferred Compensation Plan into the Plan and Name Change to Deferred Compensation Plan, filed as Exhibit 10.2 to Registrants Form 10-Q for the quarter ended October 31, 2009, Commission File No. 1-7562. 10.24 2006 Long-Term Incentive Plan, filed as Appendix B to Registrants definitive proxy statement for its annual meeting of stockholders held on May 9, 2006, Commission File No. 1-7562. 10.25 2006 Long-Term Incentive Plan, as amended and restated effective August 20, 2008, filed as Exhibit 10.1 to Registrants Form 10-Q for the quarter ended November 1, 2008, Commission File No. 1-7562. 10.26 Amendment No. 1 to Registrants 2006 Long-Term Incentive Plan, filed as Exhibit 10.62 to Registrants Form 10-K for the year ended February 3, 2007, Commission File No. 1-7562. 10.27 2011 Long-Term Incentive Plan, filed as Appendix A to Registrants definitive proxy statement for its annual meeting of stockholders held on May 17, 2011, Commission File No. 1-7562. 10.28 Amended and Restated 2011 Long-Term Incentive Plan (effective February 26, 2014), filed as Exhibit 10.1 to Registrants Form 8-K on March 6, 2014, Commission File No. 1-7562. 10.29 2016 Long-Term Incentive Plan, filed as Appendix A to Registrant's definitive proxy statement for its annual meeting of stockholders held on May 17, 2016, Commission File No. 1-7562. 10.30 Amended and Restated 2016 Long-Term Incentive Plan (effective February 22, 2017), filed as Exhibit 10.30 to Registrant's Form 10-K for the year ended February 3, 2018, Commission File No. 1-7562. 10.31 Form of Non-Qualified Stock Option Agreement for Executives under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrants Form 8-K on March 23, 2006, Commission File No. 1-7562. 10.32 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.8 to Registrants Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562. 10.33 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.9 to Registrants Form 10-Q for the quarter ended July 28, 2012, Commission File No. 1-7562. 10.34 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.72 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562. 10.35 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562. 10.36 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant's Form 8-K on March 6, 2015, Commission File No. 1-7562. 10.37 Form of Non-Qualified Stock Option Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.60 to Registrant's Form 10-K for the year ended January 30, 2016, Commission File No. 1-7562. 10.38 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant's Form 8-K on March 9, 2017, Commission File No. 1-7562. 10.39 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant's Form 8-K on March 16, 2018, Commission File No. 1-7562. 10.40 Form of Non-Qualified Stock Option Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant's Form 8-K on March 15, 2019, Commission File No. 1-7562. 10.41 Form of Stock Award Agreement for Executives under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrants Form 8-K on March 23, 2006, Commission File No. 1-7562. 10.42 Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.9 to Registrant's Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562. 10.43 Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.8 to Registrants Form 10-Q for the quarter ended July 28, 2012, Commission File No. 1-7562. 10.44 Form of Performance Share Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.5 to Registrant's Form 10-Q for the quarter ended May 1, 2010, Commission File No. 1-7562. 10.45 Form of Performance Share Agreement under the 2006 Long-Term Incentive Plan, filed as Exhibit 10.1 to Registrant's Form 8-K for the quarter ended March 11, 2011, Commission File No. 1-7562. 10.46 Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan., filed as Exhibit 10.85 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562. 10.47 Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant's form 8-K on March 6, 2014, Commission File No. 1.7562. 10.48 Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant's form 8-K on March 6, 2015, Commission File No. 1.7562. 10.49 Form of Performance Share Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.69 to Registrant's Form 10-K for the year ended January 30, 2016, Commission File No. 1-7562. 10.50 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant's Form 8-K on March 9, 2017, Commission File No. 1-7562. 10.51 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrants Form 8-K on March 16, 2018, Commission File No. 1-7562. 10.52 Form of Performance Share Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrants Form 8-K on March 15, 2019, Commission File No. 1-7562. 10.53 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.7 to Registrant's Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562. 10.54 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.10 to Registrants Form 10-Q for the quarter ended July 28, 2012, Commission File No. 1-7562. 10.55 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.89 to Registrant's Form 10-K for the year ended February 2, 2013, Commission File No. 1-7562. 10.56 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.3 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562. 10.57 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant's Form 8-K on March 6, 2015, Commission File No. 1-7562. 10.58 Form of Restricted Stock Unit Award Agreement under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.75 to Registrant's Form 10-K for the year ended January 30, 2016, Commission File No. 1-7562. 10.59 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrant's Form 8-K on March 9, 2017, Commission File No. 1-7562. 10.60 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrants Form 8-K on March 16, 2018, Commission File No. 1-7562. 10.61 Form of Restricted Stock Unit Award Agreement under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.2 to Registrants Form 8-K on March 15, 2019, Commission File No. 1-7562. 10.62 Form of Restricted Stock Unit Award Agreement (Retention Version) under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrants Form 8-K on March 16, 2018, Commission File No. 1-7562. 10.63 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.10 to Registrants Form 10-Q for the quarter ended April 30, 2011, Commission File No. 1-7562. 10.64 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.5 to Registrant's Form 8-K on March 6, 2014, Commission File No. 1-7562. 10.65 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant's Form 8-K on March 6, 2015, Commission File No. 1-7562. 10.66 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2011 Long-Term Incentive Plan, filed as Exhibit 10.79 to Registrant's Form 10-K for the year ended January 30, 2016, Commission File No. 1-7562. 10.67 Form of Director Stock Unit Agreement and Stock Unit Deferral Election Form under the 2016 Long-Term Incentive Plan, filed as Exhibit 10.4 to Registrant's Form 8-K on March 9, 2017, Commission File No. 1-7562. 10.68 Summary of Revised Timing of Annual Board Member Stock Unit Grants, effective August 20, 2008, filed as Exhibit 10.3 to Registrants Form 10-Q for the quarter ended November 1, 2008, Commission File No. 1-7562. 10.69 Agreement with Mark Breitbard dated February 27, 2017 and confirmed on March 2, 2017, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended July 29, 2017, Commission File No. 1-7562. 10.70 Agreement for Post-Termination Benefits with Mark Breitbard dated June 2, 2017, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.71 Agreement for Post-Termination Benefits with Paul Chapman dated June 2, 2017, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562 10.72 Agreement with Shawn Curran dated September 29, 2017 and confirmed on October 5, 2017, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended October 28, 2017, Commission File No. 1-7562. 10.73 Agreement with Sebastian DiGrande dated April 22, 2016 and confirmed on April 22, 2016, filed as Exhibit 10.1 to Registrant's Form 10-Q for the quarter ended July 30, 2016, Commission File No. 1-7562. 10.74 Agreement for Post-Termination Benefits with Sebastian DiGrande dated June 2, 2017, filed as Exhibit 10.4 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.75 Agreement with Neil Fiske dated June 11, 2018, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended August 4, 2018, Commission File No. 1-7562. 10.76 Agreement with Julie Gruber dated February 1, 2016 and confirmed on February 4, 2016, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended April 30, 2016, Commission File No. 1-7562. 10.77 Agreement for Post-Termination Benefits with Julie Gruber dated June 2, 2017, filed as Exhibit 10.5 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.78 Agreement with Brent Hyder dated April 3, 2017 and confirmed on April 19, 2017, filed as Exhibit 10.2 to Registrant's Form 10-Q for the quarter ended July 29, 2017, Commission File No. 1-7562. 10.79 Agreement for Post-Termination Benefits with Brent Hyder dated June 2, 2017, filed as Exhibit 10.6 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.80 Agreement with Jeff Kirwan dated November 17, 2014 and confirmed on November 18, 2014, filed as Exhibit 10.108 to Registrant's Form 10-K for the year ended January 31, 2015, Commission File No. 1-7562. 10.81 Agreement with Jeff Kirwan dated May 17, 2017 and confirmed on May 16, 2017, filed as Exhibit 10.3 to Registrant's Form 10-Q for the quarter ended July 29, 2017, Commission File No. 1-7562. 10.82 Agreement for Post-Termination Benefits with Jeff Kirwan dated June 2, 2017, filed as Exhibit 10.7 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.83 Letter Agreement dated November 10, 2016 by and between Teri List-Stoll and the Registrant dated November 10, 2016 and confirmed on November 10, 2016, filed as Exhibit 10.1 to Registrant's Form 8-K on November 15, 2016, Commission File No. 1-7562. 10.84 Agreement for Post-Termination Benefits with Teri List-Stoll dated June 2, 2017, filed as Exhibit 10.8 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.85 Agreement with Andi Owen dated November 17, 2014 and confirmed on November 18, 2014 filed as Exhibit 10.117 to Registrant's Form 10-K for the year ended January 31, 2015, Commission File No. 1-7562. 10.86 Letter Agreement with Art Peck dated October 3, 2014, filed as Exhibit 10.1 to Registrants Form 8-K on October 8, 2014, Commission File No. 1-7562. 10.87 Agreement for Post-Termination Benefits with Art Peck dated June 2, 2017, filed as Exhibit 10.9 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 10.88 Agreement with Art Peck dated June 1, 2018, filed as Exhibit 10.1 to Registrant's Form 8-K on June 4, 2018, Commission File No. 1-7562. 10.89 Agreement with Sonia Syngal dated April 11, 2016 and confirmed on April 11, 2016, filed as Exhibit 10.1 to Registrant's Form 8-K on April 13, 2016, Commission File No. 1-7562. 10.90 Agreement for Post-Termination Benefits with Sonia Syngal dated June 2, 2017, filed as Exhibit 10.10 to Registrant's Form 10-Q for the quarter ended April 29, 2017, Commission File No. 1-7562. 14 Code of Business Conduct, filed as Exhibit 14 to Registrants Form 10-K for the year ended January 30, 2010, Commission File No. 1-7562. 21 Subsidiaries of Registrant. (2) 23 Consent of Independent Registered Public Accounting Firm. (2) 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2) 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of The Gap, Inc. (Section 302 of the Sarbanes-Oxley Act of 2002). (2) 32.1 Certification of the Chief Executive Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3) 32.2 Certification of the Chief Financial Officer of The Gap, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (3)