GPS » Topics » Item 7.01. Regulation FD Disclosure

This excerpt taken from the GPS 8-K filed Feb 2, 2007.

Item 7.01. Regulation FD Disclosure

On February 1, 2007, the Company issued a press release announcing the appointment of Marka Hansen as the new President, Gap North America, effective immediately. A copy of the press release is attached hereto as Exhibit 99.1

This excerpt taken from the GPS 8-K filed Jan 23, 2007.

Item 7.01. Regulation FD Disclosure

Pursuant to Mr. Pressler’s Employment Agreement dated September 25, 2002 (the “Agreement”), a copy of which is attached hereto as Exhibit 99.2 and was disclosed at the time of Mr. Pressler’s hire, Mr. Pressler is eligible for severance benefits subject to certain conditions as described in more detail below and in the Agreement:

 

    Salary of up to $1.5 million per annum payable over a 24-month period, subject to cessation or reduction if he accepts other employment or compensation.

 

    Future bonuses he would have otherwise received during the 24-month period, up to an aggregate $1.5 million, if company financial performance targets are met and subject to elimination or reduction if he accepts other employment or compensation; he will not receive a bonus for fiscal 2006.

 

    Stock option acceleration with approximately $9.5 million of in-the-money value, assuming a Company stock price of $20 per share.

In total, and subject to reduction if Mr. Pressler accepts other employment or compensation during the 24-month period, Mr. Pressler is eligible for up to approximately $14 million associated with his severance with the Company, assuming a Company stock price of $20 per share. He is also eligible to receive nominal health benefits.

Details of Severance. Under the terms of the Agreement, Mr. Pressler is eligible to remain a non-executive employee of the Company for up to 24 months after termination as Chief Executive Officer and receive the following during the 24-month “Income Continuation Period” beginning January 22, 2007:

 

    Bi-weekly base salary payments will continue ($1.5 million annually), subject to cessation or reduction if Mr. Pressler accepts other employment or compensation during the Income Continuation Period (see below). The Company and Mr. Pressler have agreed to amend the Agreement to provide that the first six months of bi-weekly base salary payments will be made in a lump sum six months following January 22, 2007 in compliance with Internal Revenue Code Section 409A. A copy of the Amendment is attached hereto as Exhibit 99.3.

 

    Any bonuses Mr. Pressler would have otherwise received during the 24-month period based on company financial performance during the Income Continuation Period, up to an aggregate $1.5 million, subject to elimination or reduction if he accepts other employment or compensation during the Income Continuation Period (see below). Mr. Pressler will not receive a bonus for fiscal 2006.


    Accelerated vesting of those remaining stock options granted to him in accordance with the Agreement that are scheduled to vest during the 24-month period following January 22, 2007. The accelerated stock options under the Agreement, assuming a Company stock price of $20 per share, have approximately $9.5 million of in-the-money value, including the remaining $1.8 million of cash payments associated with the offer to exchange certain stock options in 2005 to comply with the provisions of Internal Revenue Code Section 409A, as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2005. Options granted to him in accordance with the Agreement which would not otherwise vest during the Income Continuation period will be cancelled.

 

    Health insurance coverage as provided to other senior executives of the Company, subject to cessation or reduction if Mr. Pressler accepts other employment or compensation during the Income Continuation Period (see below).

In accordance with the Agreement, and as more fully described in the Agreement, if Mr. Pressler accepts other employment during the Income Continuation Period with a competitor (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), Mr. Pressler ceases to be a non-executive employee and forfeits all unaccrued pay and benefits (salary, bonus, and health insurance). If Mr. Pressler accepts other employment with a for-profit non-competitor during the period, Mr. Pressler ceases to be a non-executive employee and salary payments are reduced by the amount of any new cash compensation, while all other payments (bonus and health insurance) cease. If Mr. Pressler accepts any other compensation for services during the Income Continuation Period (e.g., services provided to a charitable organization, or as a director or consultant), Mr. Pressler continues to receive all benefits under the Agreement, except that salary and bonus payments are reduced by the amount of such cash compensation.

Under the Agreement, Mr. Pressler also agrees not to solicit certain employees of the Company for the period in which he is a non-executive employee and for one year thereafter.

This excerpt taken from the GPS 8-K filed Jan 4, 2007.

Item 7.01. Regulation FD Disclosure

On January 4, 2007, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month ended December 30, 2006. A copy of this press release is attached hereto as Exhibit 99.1.

This excerpt taken from the GPS 8-K filed Oct 27, 2006.

Item 7.01. Regulation FD Disclosure

On October 26, 2006, The Gap, Inc. (the “Company”) issued a press release announcing that Diane Neal, president of its Outlet division, will be leaving the Company. Her last day will be November 3, 2006. A copy of this press release is attached hereto as Exhibit 99.1.

This excerpt taken from the GPS 8-K filed Jul 20, 2005.

Item 7.01. Regulation FD Disclosure

 

On July 20, 2005, the Company issued a press release announcing an additional $500 million for the Company’s existing share repurchase program. A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the GPS 8-K filed Jul 7, 2005.

Item 7.01. Regulation FD Disclosure

 

On July 7, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month ended July 2, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the GPS 8-K filed Jun 2, 2005.

Item 7.01. Regulation FD Disclosure

 

On June 2, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month ended May 28, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the GPS 8-K filed Apr 7, 2005.

Item 7.01. Regulation FD Disclosure

 

On April 7, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month ended April 2, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the GPS 8-K filed Mar 3, 2005.

Item 7.01. Regulation FD Disclosure

 

On March 3, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month ended February 26, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

 

This excerpt taken from the GPS 8-K filed Feb 24, 2005.

Item 7.01 Regulation FD Disclosure

 

On February 24, 2005, the Company issued a press release announcing the Company’s preliminary earnings for the fourth quarter and the year ended January 29, 2005, and announcing expected lease-related accounting adjustments. A copy of this press release is attached hereto as Exhibit 99.1.

 

On February 24, 2005, the Company issued a press release announcing an additional $1.5 billion share repurchase program and announcing cash dividend plans. A copy of this press release is attached hereto as Exhibit 99.2.

 

This excerpt taken from the GPS 8-K filed Jan 6, 2005.

Item 7.01. Regulation FD Disclosure

 

On January 6, 2005, The Gap, Inc. (the “Company”) issued a press release announcing the Company’s sales for the fiscal month ended January 1, 2005. A copy of this press release is attached hereto as Exhibit 99.1.

 

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