Agreement and Release dated June 12, 2020 by and between Teri List-Stoll and the Registrant
EX-10.2 2 exhibit102tlsagreement.htm LIST-STOLL AGREEMENT Exhibit
AGREEMENT AND RELEASE
This Agreement and Release (“Agreement”) is by and between Gap Inc. (“Gap”) and Teri List-Stoll (“List-Stoll”).
Gap and List-Stoll entered into an Agreement for Post-Termination Benefits (“Severance Agreement”), dated June 2, 2017, which provides certain specified severance compensation and benefits (“Severance”) in the event of List-Stoll’s termination. Company will terminate the employment of List-Stoll on June 15, 2020. List-Stoll’s Separation from Service, as that term is defined in the Severance Agreement, is June 15, 2020. Therefore, List-Stoll is eligible for Severance, as long as certain conditions in the Severance Agreement are met, including List-Stoll’s execution of the release below.
In consideration of the promises that Gap makes in the Severance Agreement, List-Stoll agrees as follows:
List-Stoll hereby acknowledges that under the terms of the Severance Agreement, she is not eligible for Severance if she accepts employment or a professional relationship with a competitor, as that term is defined in the Separation Agreement. Further, List-Stoll acknowledges that any compensation received from a non-competitor will reduce the amount of Severance List-Stoll receives. Therefore, List-Stoll agrees that she will timely inform Gap of any such employment or professional relationship with a competitor, or any compensation received from a non-competitor. Any failure to inform Gap of such employment or professional relationship will be deemed a breach of this Agreement and will result in the immediate cessation of any Severance and the return of any Severance that was received as a result of List-Stoll’s failure to inform.
List-Stoll hereby releases and forever discharges Gap, its subsidiaries, affiliates, officers, directors, agents and employees, from any and all claims, liabilities and obligations, of every kind and nature, whether now known or unknown, suspected or unsuspected, which List-Stoll ever had, or now has, with the exception of claims that cannot be legally waived. This release includes all federal and state statutory claims, federal and state common law claims (including those for contract and tort), and claims under any federal or state anti-discrimination statute or ordinance, including but not limited to, Title VII of the Civil Rights Act of 1964 (as amended), the Age Discrimination in Employment Act, 42 U.S.C. sections 1981 and 1983, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Constitution, the California Fair Employment and Housing Act, the California Unfair Competition Act (California Business and Professions Code section 17200 et seq.), the California Unruh Act, and the California Labor Code. Executive expressly waives the protection of Section 1542 of the Civil Code of the State of California, which states:
“A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
This is a legally binding release. List-Stoll is advised to consult with an attorney prior to signing this Agreement. List-Stoll has more than 21 days to consider this Agreement. List-Stoll must return this signed Agreement to Gap by July 6, 2020. Within seven days of signing this Agreement, List-Stoll may revoke this Agreement by notifying Gap in writing that List-Stoll revokes it, in which case this Agreement shall have no effect.
/s/ Teri List-Stoll
June 12, 2020
/s/ Julie Gruber
June 12, 2020
By: Julie Gruber, Executive Vice President