Amendment No. 2 to The Gap, Inc. Nonemployee Director Deferred Compensation Plan

Summary

This amendment, effective June 30, 2000, modifies The Gap, Inc. Nonemployee Director Deferred Compensation Plan. It changes the rules for tax withholding on compensation awarded to nonemployee directors, specifying that the amount withheld for taxes cannot exceed the minimum statutory rates required by federal, state, local, or foreign laws. The amendment is executed by The Gap, Inc. through its authorized officer.

EX-10.4 5 0005.txt AMENDMENT 2 TO COMPENSATION PLAN EXHIBIT 10.4 AMENDMENT NO. 2 TO THE GAP, INC. NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN THE GAP, INC., having adopted The Gap, Inc. Nonemployee Director Deferred Compensation Plan effective as of August 26, 1997 (the "Plan"), and having amended the Plan effective as of October 28, 1998, hereby amends Section 6.8 of the Plan, effective as of June 30, 2000, by substituting the following sentence for the penultimate sentence thereof: The amount so withheld shall not exceed the amount determined by using the minimum federal, state, local or foreign jurisdiction statutory withholding rates applicable to the Participant with respect to the award on the date that the amount of tax to be withheld is to be determined. IN WITNESS WHEREOF, The Gap, Inc., by its duly authorized officer, has executed this Amendment on the date indicated below. THE GAP, INC. Dated: June 30, 2000 By /s/ Anne B. Gust ------------------------------- Anne B. Gust Executive Vice President