As filed with the Securities and Exchange Commission on February 25, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE GAP, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 94-1697231
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Harrison Street, San Francisco, CA 94105
(Address of Principal Executive Offices)
Stock Up On Success,
The Gap, Inc.'s Stock Option Bonus Program
(Full Title of the Plan)
Lauri Shanahan, Esq.
The Gap, Inc.
One Harrison Street
San Francisco, CA 94105
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(415) 427-2000
Copies to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, CA 94111
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
securities to be registered maximum maximum fee*
be registered offering aggregate
price per offering
share* price*
Common 4,000,000 $61.65625 $246,625,000 $68,561.75
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of $ 61.65625, the average of the
high and low prices of shares on the New York Stock Exchange on February 19,
1999.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) The Gap, Inc.'s (the "Company") latest annual report filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"); (ii) all other reports filed by the Company pursuant
to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Company's latest annual report; and (iii) the description
of the Company's common stock set forth in the Company's Registration
Statement on Form 8-B relating thereto, including any amendment or report
filed for the purpose of updating such description. All documents filed by
the Company after the date of this registration statement pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment (that indicates all securities offered have been sold
or deregisters all securities then remaining unsold), shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company, as permitted in Section 102
of the General Corporation Law of the State of Delaware (the "GCL"),
eliminates the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
paying a dividend or approving a stock repurchase in violation of Delaware
law, or (iv) any transaction from which the director derived any improper
personal benefit.
Under the Bylaws of the Company, each director and officer of the Company is
entitled to indemnification, as a matter of contractual right, to the fullest
extent permitted by the GCL as the same exists or may hereafter be amended,
against all expenses, liability and loss incurred in connection with any
action, suit or proceeding in which he or she may be involved by reason of the
fact that he or she is or was a director or officer of the Company. Section
145 of the GCL empowers a corporation to indemnify any director or officer, or
former director or officer against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any action,
suit or proceeding (other than a derivative action) by reason of the fact that
he or she is or was a director or officer or is or was serving at the request
of the corporation as an agent of another entity, if he or she acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action, had
no reasonable cause to believe his conduct was unlawful. In regard to a
derivative action, indemnification may not be made in respect of any matter as
to which an officer or director is adjudged to be liable unless the Delaware
Court of Chancery, or the court in which such action was brought, shall
determine such person is fairly and reasonably entitled to indemnity.
The Company carries insurance policies in standard form indemnifying its
directors and officers against liabilities arising from certain acts performed
by them in their respective capacities as such. The policies also provide for
reimbursement of the Company for any sums it may be required or permitted to
pay pursuant to applicable law to its directors and officers by way of
indemnification against liabilities incurred by them in their capacities as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Stock Up On Success, The Gap Inc.'s Stock Option Bonus Program (the
"Plan").
4.2 Amended and Restated Certificate of Incorporation of The Gap, Inc.
(incorporated by reference to Exhibit 3.1 to the registrant's Annual
Report on Form 10-K for the year ended January 30, 1993, Commission File
No. 1-7562).
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit (3)
to the registrant's Quarterly Report on Form 10-Q for the quarter ended
May 2, 1998, Commission File No. 1-7562).
4.4 By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the
registrant's Proxy Statement for its May 24, 1988 annual meeting of
stockholders, Commission File No. 1-7562).
4.5 Amended Article IV of By-Laws of The Gap, Inc. (incorporated by
reference to Exhibit 4.4 to the registrant's Registration Statement on
Form S-8, Commission File No. 333-00417).
4.6 Form of domestic nonqualified stock option agreement under the Plan.
4.7 Form of international nonqualified stock option agreement under the
Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
15.1 Letter re unaudited financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 24th day
of February, 1999.
THE GAP, INC.
(Registrant)
/s/ MILLARD S. DREXLER
Millard S. Drexler
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on
the dated indicated.
Signature Title Date
Principal Executive Officer:
/s/ MILLARD S. DREXLER
Millard S. Drexler President and Chief February 24, 1999
Executive Officer
Principal Financial and
Principal Accounting
Officer:
/s/ WARREN R. HASHAGEN
Warren R. Hashagen Senior Vice President and February 24, 1999
Chief Financial Officer
Directors:
*
Adrian D. P. Bellamy Director February 24, 1999
*
Millard S. Drexler Director February 24, 1999
*
Donald G. Fisher Director February 24, 1999
*
Doris F. Fisher Director February 24, 1999
*
Robert J. Fisher Director February 24, 1999
*
John M. Lillie Director February 24, 1999
*
Charles R. Schwab Director February 24, 1999
*
Brooks Walker, Jr. Director February 24, 1999
*
Sergio S. Zyman Director February 24, 1999
*By: /s/ ANNE B. GUST
Anne B. Gust
Attorney-in-Fact
A majority of the members of the Board of Directors.
EXHIBIT INDEX
4.1 Stock Up On Success, The Gap, Inc.'s Stock Option Bonus Program (the
"Plan").
4.2 Amended and Restated Certificate of Incorporation of The Gap, Inc.
(incorporated by reference to Exhibit 3.1 to the registrant's Annual
Report on Form 10-K for the year ended January 30, 1993, Commission File
No. 1-7562).
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of The Gap, Inc. (incorporated by reference to Exhibit (3)
to the registrant's Quarterly Report on Form 10-Q for the quarter ended
May 2, 1998, Commission File No. 1-7562).
4.4 By-Laws of The Gap, Inc. (incorporated by reference to Exhibit C to the
registrant's Proxy Statement for its May 24, 1988 annual meeting of
stockholders, Commission File No. 1-7562).
4.5 Amended Article IV of By-Laws of The Gap, Inc. (incorporated by
reference to Exhibit 4.4 to the registrant's Registration Statement on
Form S-8, Commission File No. 333-00417).
4.6 Form of domestic nonqualified stock option agreement under the Plan.
4.7 Form of international nonqualified stock option agreement under the
Plan.
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
15.1 Letter re unaudited financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit
5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
STOCK UP ON SUCCESS
THE GAP, INC.'S STOCK OPTION BONUS PROGRAM
THE GAP, INC., hereby adopts Stock Up On Success, The Gap, Inc.'s
Stock Option Bonus Program, effective as of January 1, 1999, as follows:
SECTION 1
BACKGROUND, PURPOSE AND DURATION
1.1 Background and Effective Date. The Plan is
effective as of January 1, 1999. The Plan is intended to increase incentive
and to encourage Share ownership on the part of eligible non-officer regular
employees of the Company and its Affiliates by providing limited grants of
nonqualified stock options to such employees. The Plan also is intended to
further the growth and profitability of the Company.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following meanings unless
a different meaning is plainly required by the context:
2.1 Affiliate means any corporation or any other
entity (including, but not limited to, partnerships and joint ventures) that
the Committee (in its discretion) determines to be controlling, controlled by,
or under common control with the Company.
2.2 Board or Board of Directors means the
Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of
1986, as amended. Reference to a specific section of the Code or regulation
thereunder shall include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any future
legislation or regulation amending, supplementing or superseding such section
or regulation.
2.4 "Company" means The Gap, Inc., a Delaware
corporation, or any successor thereto.
2.5 "Committee" means the committee appointed by
the Board (pursuant to Section 3.1) to administer the Plan. As of the
effective date of the Plan, the Plan shall be administered by the Compensation
and Stock Option Committee of the Board.
2.6 "Disability" means a permanent and total
disability as determined by the Committee in accordance with uniform and non-
discriminatory standards adopted by the Committee (in its discretion) from
time to time.
2.7 "Eligible Employee" means an Employee who, as
of the Grant Date, is not an Officer of the Company.
2.8 "Employee" means any regular full-time or
part-time employee of the Company or of any designated Affiliate. The
Committee, in its sole discretion, shall determine which Affiliates shall be
designated for purposes of this Section 2.8.
2.9 "Exercise Price" means the price at which a
Share may be purchased by a Participant pursuant to the exercise of an Option.
2.10 "Fair Market Value" means the fair market
value of a share on the relevant date, as determined by the Committee in good
faith. Notwithstanding the preceding, for federal, state, and local income
tax purposes, fair market value shall be determined by the Committee (or its
delegate) in accordance with uniform and nondiscriminatory standards adopted
from time to time.
2.11 "Grant Date" means, with respect to an
Option, the date that the Option is granted.
2.12 "Incentive Stock Option" means an Option to
purchase Shares which is designated as an Incentive Stock Option and is
intended to meet the requirements of section 422 of the Code.
2.13 "Nonqualified Stock Option" means an option
to purchase Shares which is not intended to be an Incentive Stock Option.
2.14 "Officer" means any Employee of the Company
who is at least one of the following: (a) an officer of the Corporation, (b)
an officer of an Affiliate, or (c) a member of the Board.
2.15 "Option" means a Nonqualified Stock Option.
2.16 "Option Agreement" means the written
agreement setting forth the terms and provisions applicable to each Option
granted under the Plan. The Committee, in its discretion, shall determine the
form of each Option Agreement and any conditions that must be satisfied in
order for each Option Agreement to be effective.
2.17 "Participant" means an Eligible Employee who
has an outstanding Option.
2.18 "Plan" means the Stock Up On Success, The
Gap, Inc.'s Stock Option Bonus Program, as set forth in this instrument and as
hereafter amended from time to time.
2.19 "Retirement" means a Termination of
Employment by reason of the Participant's retirement at or after his or her
normal retirement date under GapShare (the Company's "401(k)" plan), or any
successor plan.
2.20 "Shares" means the shares of the Company's
common stock, $0.05 par value.
2.21 "Termination of Employment" means a
cessation of the employee-employer relationship between a Participant and the
Company or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death, Disability,
Retirement, or the disaffiliation of an Affiliate, but excluding any such
termination where there is a simultaneous reemployment by the Company or an
Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered
by the Committee. The members of the Committee shall be appointed from time
to time by, and shall serve at the pleasure of, the Board of Directors.
3.2 Authority of the Committee. It shall be the
duty of the Committee to administer the Plan in accordance with the Plan's
provisions. The Committee shall have all powers and discretion necessary or
appropriate to administer the Plan and to control its operation, including,
but not limited to, the power to (a) prescribe the terms and conditions of the
Options, (b) interpret the Plan and the Options, (c) adopt such sub-plans or
rules as may be necessary or appropriate to permit participation in the Plan
by Eligible Employees who are not United States citizens or residents,
(d) adopt rules for the administration, interpretation and application of the
Plan as are consistent therewith, and (e) interpret, amend or revoke any such
rules.
3.3 Delegation by the Committee. The Committee, in
its sole discretion and on such terms and conditions as it may provide, may
delegate all or any part of its authority and powers under the Plan to one or
more directors or Officers of the Company.
3.4 Decisions Binding. All determinations and
decisions made by the Committee, the Board, and any delegate of the Committee
pursuant to the provisions of the Plan shall be final, conclusive, and binding
on all persons, and shall be given the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as
provided in Section 4.3, the total number of Shares available for grant under
the Plan shall not exceed 4,000,000. Shares granted under the Plan may be
either authorized but unissued Shares or treasury Shares.
4.2 Lapsed Options. If an Option terminates,
expires, or lapses for any reason, any Shares subject to such Option shall
again be available to be the subject of another Option.
4.3 Adjustments in Options and Authorized Shares.
In the event of any merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share combination, or other
change in the corporate structure of the Company affecting the Shares, the
Committee shall adjust the number and class of Shares which may be delivered
under the Plan, the number, class, and price of Shares subject to outstanding
Options, and the maximum number of Shares which may be granted to an Eligible
Employee within one (1) fiscal year of the Company, in such manner as the
Committee (in its sole discretion) shall determine to be appropriate to
prevent the dilution or diminution of such Options. Notwithstanding the
preceding, the number of Shares subject to any Option always shall be a whole
number.
SECTION 5
STOCK OPTIONS
5.1 Grant of Options. Subject to the terms and
provisions of the Plan, Options may be granted to Eligible Employees. The
Committee, in its sole discretion shall determine which Eligible Employees, if
any, are granted Options under the Plan, and shall determine the number of
Shares subject to each such Option, provided that in any fiscal year of the
Company no Eligible Employee shall receive Options under the Plan for more
than 300 Shares. The Committee, in its sole discretion, shall determine the
Grant Date for each Option.
5.2 Option Agreement. Each Option shall be
evidenced by an Option Agreement that shall specify the Exercise Price, the
expiration date of the Option, the number of Shares to which the Option
pertains, any conditions to the exercise of the Option and such other terms
and conditions as the Committee, in its discretion, shall determine. The
Option Agreement shall specify that the Option is intended to be a
Nonqualified Stock Option.
5.3 Exercise Price. The Exercise Price for each
Option shall be not less than one hundred percent (100%) of the Fair Market
Value of a Share on the Grant Date.
5.4 Expiration of Options. Each Option shall
terminate no later than the first to occur of the following events:
(a) The date for termination of the Option set forth
in the written Option Agreement; or
(b) The expiration of ten (10) years from the Grant
Date; or
(c) The expiration of three (3) months from the date
of the Participant's Termination of Employment for a reason other than
the Participant's death or Retirement; or
(d) The expiration of one (1) year from the date of
the Participant's Termination of Employment by reason of Retirement or
death.
5.5 Exercisability of Options. Options granted
under the Plan shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall determine in its sole
discretion.
5.6 Payment. Options shall be exercised by the
Participant's delivery of a notice of exercise to the Secretary of the Company
(or its designee) setting forth the number of Shares with respect to which the
Option is to be exercised, and accompanied by full payment for the Shares.
The form of the notice of exercise shall be determined in the discretion of
the Secretary of the Company (or its designee). Upon the exercise of any
Option, the Exercise Price shall be payable to the Company in full (in United
States dollars) in cash or its equivalent. The Secretary of the Company (or
its designee), in its sole discretion, also may permit exercise by a "same
day sale" using a broker or brokers approved in advance by the Secretary of
the Company (or its designee) for such an arrangement. As soon as practicable
after receipt of a written notification of exercise and full payment for the
Shares purchased, the Company shall deliver to the Participant (or the
Participant's designated broker), Share certificates (which may be in book
entry form) representing such Shares.
5.7 Restrictions on Share Transferability. The
Committee may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option as it may deem advisable, including, but not limited to,
restrictions related to applicable federal securities laws, the requirements
of any national securities exchange or system upon which Shares are then
listed or traded, or any blue sky or state securities laws.
SECTION 6
MISCELLANEOUS
6.1 No Effect on Employment. Nothing in the Plan
shall interfere with or limit in any way the right of the Company to terminate
any Participant's employment or service at any time, with or without cause.
For purposes of the Plan, transfer of employment of a Participant between the
Company and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Employment. Employment with the Company and its
Affiliates is on an at-will basis only.
6.2 Indemnification. The Committee, its delegates
(if any) and each person who is or shall have been a member of the Board,
shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she
may be involved by reason of any action taken or failure to act under the Plan
or any Option Agreement, and (b) from any and all amounts paid by him or her
in settlement thereof, with the Company's approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she shall give the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company's Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or
under any power that the Company may have to indemnify them or hold them
harmless.
6.3 Successors. All obligations of the Company
under the Plan, with respect to Options granted hereunder, shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business or assets of the Company.
6.4 Beneficiary Designations. If permitted in the
discretion of the Secretary of the Company (or its designee), a Participant
under the Plan may name a beneficiary or beneficiaries to whom any vested but
unpaid Option shall be paid in the event of the Participant's death. Each
such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Secretary of the Company (or its designee). In the absence of any such
designation, any vested benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate and, subject to the terms of the
Plan and of the applicable Option Agreement, any unexercised vested Option may
be exercised by the administrator or executor of the Participant's estate.
6.5 Nontransferability of Options. No Option
granted under the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will, by the laws of
descent and distribution, or to the limited extent provided in Section 6.4.
All rights with respect to an Option granted to a Participant shall be
available during his or her lifetime only to the Participant.
6.6 No Rights as Stockholder. No Participant (nor
any beneficiary) shall have any of the rights or privileges of a stockholder
of the Company with respect to any Shares issuable pursuant to an 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 the Participant (or beneficiary).
6.7 Withholding Requirements. Prior to the delivery
of any Shares pursuant to an Option, the Company shall have the power and the
right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy any taxes required to be withheld with respect
to such Option or its exercise, including (but not way of limitation) income
taxes and payroll taxes of any taxing authority whose laws or rules are
applicable to the Participant.
SECTION 7
AMENDMENT, TERMINATION, AND DURATION
7.1 Amendment, Suspension, or Termination. The
Board, in its sole discretion, may amend or terminate the Plan, or any part
thereof, at any time and for any reason. The amendment, suspension, or
termination of the Plan shall not, without the consent of the Participant,
alter or impair any rights or obligations under any Option theretofore granted
to such Participant. No Option may be granted during any period of suspension
or after termination of the Plan.
7.2 Duration of the Plan. The Plan shall commence
on the date specified herein, and subject to Section 7.1 (regarding the
Board's right to amend or terminate the Plan), shall remain in effect
thereafter.
SECTION 8
LEGAL CONSTRUCTION
8.1 Gender and Number. Except where otherwise
indicated by the context, any masculine term used herein also shall include
the feminine; the plural shall include the singular and the singular shall
include the plural.
8.2 Severability. In the event any provision of the
Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan
shall be construed and enforced as if the illegal or invalid provision had not
been included.
8.3 Requirements of Law. The granting of Options
and the issuance of Shares under the Plan shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges, as may be required.
8.4 Governing Law. The Plan and all Option
Agreements shall be construed in accordance with and governed by the laws of
the State of California (with the exception of its conflict of laws
provisions).
8.5 Captions. Captions are provided herein for
convenience only, and shall not serve as a basis for interpretation or
construction of the Plan.
EXECUTION
IN WITNESS WHEREOF, The Gap, Inc., by its duly authorized Officer,
has executed the Plan as of the date indicated below.
THE GAP, INC.
Dated: October 28, 1998 By: /s/ ANNE B. GUST
Form of Domestic Nonqualified Stock Option Agreement
Stock Up On Success
Gap Inc.'s Stock Option Bonus Program
Non-qualified Stock Option Agreement
In recognition of Gap Inc.'s financial results for the _____ fiscal year,
effective [grant date], the Company hereby awards an option to purchase ____
shares of Gap Inc. common stock at the exercise price of $________ per share
to:
<<Employee's name>>
This option is scheduled to become exercisable on _________________.
The latest date this option expires is effective _____________________.
Should your employment end prior to _____________, this option grant will be
forfeited.
This grant number ________ is subject to all the terms and conditions of the
Agreement and the Plan, including those contained on the reverse.
<<signature>>
Millard S. Drexler
President and Chief Executive Officer
1. Grant of Option. The Company hereby grants to Employee under Stock Up On
Success, Gap Inc.'s Stock Option Bonus Program (the "Plan"), for past
services 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 the front side 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 the front side 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 the front side of this Agreement, assuming that
Employee is still employed with the Company or an Affiliate on such
date(s). If Employee is not so employed on such date(s), the option shall
terminate, as set out in paragraph 6.
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 all or part of 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 6.
6. Termination of Option. In the event that Employee's employment with the
Company or an Affiliate terminates for any reason other than Retirement (as
defined in the Plan) or death, this option shall immediately thereupon
terminate, except that Employee shall have three (3) months from such
termination to exercise any unexercised portion of the option which is then
exercisable. In the event of Employee's Retirement, this option shall
immediately thereupon terminate, except that Employee may, within one (1)
year after the date of such Retirement, or within ten (10) years from the
date of this Agreement, whichever shall first occur, 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
dies or terminates employment due to Retirement, this option shall
immediately thereupon terminate.
7. 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 Secretary of the Company (or its designee), or by
will or the applicable laws of descent and distribution.
8. 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.
9. 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. If permitted by the Company under such procedures as the Company
(in its discretion) may specify from time to time, Employee instead may
exercise the option by a broker-assisted exercise using a stock broker
specified by the Company.
10. 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.
11. 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.
12. 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
Corporate 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 on the stock option
administration records of the Company.
13. 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.
14. 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.
15. 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.
16. 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.
17. Committee Authority. The Committee shall have all discretion and 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.
18. Captions. Captions provided herein are for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
19. 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.
20. Modifications. This Agreement constitutes the entire understanding of the
parties on the subjects covered. Employee expressly warrants that he or she
is not relying on any promises, representations, or inducements regarding
the subject matter of this Agreement 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.
Form of International Nonqualified Stock Option Agreement
Stock Up On Success
Gap Inc.'s Stock Option Bonus Program
Non-qualified Stock Option Agreement
In recognition of Gap Inc.'s financial results for the _____ fiscal year,
effective [grant date], the Company hereby awards an option to purchase ____
shares of Gap Inc. common stock at the exercise price of $________ per share
to:
<<Employee's name>>
This option is scheduled to become exercisable on _________________.
The latest date this option expires is effective _____________________.
Should your employment end prior to _____________, this option grant will be
forfeited.
This grant number ________ is subject to all the terms and conditions of the
Agreement and the Plan, including those contained on the reverse.
<<signature>>
Millard S. Drexler
President and Chief Executive Officer
1. Grant of Option. The Company hereby grants to Employee under Stock Up On
Success, Gap Inc.'s Stock Option Bonus Program (the "Plan"), for past
services 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 the front side 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 the front side 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 the front side of this Agreement, assuming that
Employee is still employed with the Company or an Affiliate on such
date(s). If Employee is not so employed on such date(s), the option shall
terminate, as set out in paragraph 6.
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 all or part of 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 6.
6. Termination of Option. In the event that Employee's employment with the
Company or an Affiliate terminates for any reason other than Retirement (as
defined in the Plan) or death, this option shall immediately thereupon
terminate, except that Employee shall have three (3) months from such
termination to exercise any unexercised portion of the option which is then
exercisable. In the event of Employee's Retirement, this option shall
immediately thereupon terminate, except that Employee may, within one (1)
year after the date of such Retirement, or within ten (10) years from the
date of this Agreement, whichever shall first occur, 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
dies or terminates employment due to Retirement, this option shall
immediately thereupon terminate.
7. 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 Secretary of the Company (or its designee), or by
will or the applicable laws of descent and distribution.
8. 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.
9. 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. If permitted by the Company under such procedures as the Company
(in its discretion) may specify from time to time, Employee instead may
exercise the option by a broker-assisted exercise using a stock broker
specified by the Company.
10. 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.
11. No Right to Continued Employment. The granting of stock options to
Employee does not in any way impact the right of the Company to terminate
Employee's employment in accordance with applicable law.
12. 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
Corporate 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 on the stock option
administration records of the Company.
13. 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.
14. 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.
15. 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.
16. 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.
17. Committee Authority. The Committee shall have all discretion and 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.
18. Captions. Captions provided herein are for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.
19. 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.
20. Modifications. This Agreement constitutes the entire understanding of the
parties on the subjects covered. Employee expressly warrants that he or she
is not relying on any promises, representations, or inducements regarding
the subject matter of this Agreement 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.
ORRICK, HERRINGTON
& SUTCLIFFE LLP
February 22, 1999
The Gap, Inc.
One Harrison Street
San Francisco, CA 94105
Re: The Gap, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to Stock Up On Success, The Gap, Inc.'s Stock
Option Bonus Program (the "Plan"), of up to 4,000,000 shares of common
stock, $0.05 par value ("Common Stock"), of The Gap, Inc., a Delaware
corporation (the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity
to the originals of all documents submitted to us as copies; and (c) the
truth, accuracy, and completeness of the information, representations, and
warranties contained in the records, documents, instruments, and certificates
we have reviewed.
Based on such examination, we are of the opinion that the 4,000,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in the Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any
part of the Registration Statement, including this opinion, as an exhibit
or otherwise.
Very truly yours,
/s/ ORRICK HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
Old Federal Reserve Bank Building * 400 Sansome Street * San Francisco,
California 94111-3143
Telephone 415 392 1122 * Facsimile 415 773 5759
London* * Los Angeles * New York * Sacramento * Silicon Valley * Singapore *
Tokyo * Washington, D.C.
* A MULTINATIONAL PARTNERSHIP
Deloitte &
Touche LLP
Deloitte & Touche LLP
50 Fremont Street Telephone: (415) 247-4000
San Francisco, California 94105-2230 Facsimile: (415) 247-4329
February 22, 1999
The Gap, Inc.
One Harrison Street
San Francisco, CA 94105
We have made reviews, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Gap, Inc. and subsidiaries as of and for the periods ended
October 31, 1998, and November 1, 1997; August 1, 1998, and August 2, 1997;
and May 2, 1998, and May 3, 1997, as indicated in our reports dated November
10, 1998, August 11, 1998, and May 12, 1998, respectively; because we did not
perform audits, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended October 31, 1998, August
1, 1998, and May 2, 1998, are being incorporated by reference in this
Registration Statement on Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and 11
of that Act.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
San Francisco, California
Deloitte Touche
Tohmatsu
Deloitte &
Touche LLP
Deloitte & Touche LLP
50 Fremont Street Telephone: (415) 247-4000
San Francisco, California 94105-2230 Facsimile: (415) 247-4329
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Gap, Inc. on Form S-8 of our report dated February 27, 1998, appearing in
and incorporated by reference in the Annual Report on Form 10-K of The Gap,
Inc. for the year ended January 31, 1998.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
February 22, 1999
Deloitte Touche
Tohmatsu
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints Donald G.
Fisher and Anne B. Gust, each of them with power to act alone, his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign a Registration Statement on Form S-8 relating to
4,000,000 shares of common stock issuable under Stock Up On Success, The Gap,
Inc.'s Stock Option Bonus Program, and any and all amendments of such
Registration Statements, including post-effective amendments, and to file the
same, together with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises hereof,
as fully to all intents and purposes as he or she might do or could do in
person, thereby ratifying and confirming all that said attorney-in-fact or his
or her substitutes may lawfully do or cause to be done by virtue hereof.
/s/ ADRIAN D.P. BELLAMY Date: January 26, 1999
Adrian D. P. Bellamy
/s/ MILLARD S. DREXLER Date: January 26, 1999
Millard S. Drexler
/s/ DONALD G. FISHER Date: January 26, 1999
Donald G. Fisher
/s/ DORIS F. FISHER Date: January 26, 1999
Doris F. Fisher
/s/ ROBERT J. FISHER Date: January 26, 1999
Robert J. Fisher
/s/ JOHN M. LILLIE Date: January 26, 1999
John M. Lillie
/s/ CHARLES R. SCHWAB Date: January 26, 1999
Charles R. Schwab
/s/ BROOKS WALKER, JR. Date: January 26, 1999
Brooks Walker, Jr.
/s/ SERGIO ZYMAN Date: January 26, 1999
Sergio Zyman
