EMPLOYMENT AGREEMENT

The Gap, Inc. 

Chief Executive Officer

October 3, 2014

American Apparel, Inc. 

Interim Chief Executive Officer, Executive Vice President and Chief Financial Officer

July 14, 2014

The TJX Companies, Inc. 

Chief Executive Officer

February 1, 2015

ANNUAL BONUS AND CASH INCENTIVES

Effective on the executive's start date, annual target bonus is 175% of annual base salary, payable under the employer's executive management incentive compensation award plan based on the achievement of the employer's financial objectives.

The employment agreement provides for payment above and below target, up to a maximum of 350% of annual base salary.

The annual bonus is subject to pro-ration based on the executive's active time as Chief Executive Officer.

The executive must be employed on the bonus payment date to receive any accrued but unpaid annual bonus for any fiscal year completed before termination.

Annual Bonus

Annual target bonus is 75% of annual base salary, payable under the employer's annual bonus plan subject to sales, EBITDA, net debt and inventory goals, criteria or targets, including the timely delivery of reviewed and audited financial statements and timely required SEC filings, reasonably determined by the board in its sole discretion each year. The executive's annual bonus performance targets will be at least as favorable as those that are applied to similarly situated senior executives.

The employment agreement provides for payment above target, up to 100% of annual base salary.

For fiscal year 2015 (and any subsequent fiscal year in which the executive's serves as Interim Chief Executive Officer for any portion of a fiscal year), the base salary used to calculate the annual bonus will be equal to the actual base salary that the executive receives during the fiscal year.

The executive receives any earned but unpaid annual bonus for any completed calendar year preceding the year of his termination.

Section 3(b)

Section 7(a)(i)

Section 7(b)(i)

Section 7(c)

Section 7(d)

Section 7(e)

Participation in the employer's management incentive plan and long range performance incentive plan at a level commensurate with the executive's position, subject to terms established by the board.

Annual target award under the management incentive plan of at least 150% of annual base salary.

Target award under the long range performance incentive plan of at least 100% of annual base salary.

The executive receives any amounts owed under the management incentive plan and long range performance incentive plan on termination by the employer without cause, on expiration of the term, due to death, disability or constructive termination.

Section 3(c)

Section 5(a)(iii)

Section 6(a)

SIGN-ON EQUITY GRANTS

A stock option to purchase 300,000 shares of common stock under the employer's long-term incentive plan with an exercise price equal to fair market value on the grant date, subject to time vesting in four equal annual installments on each of the first four anniversaries of the grant date.

Stock Options

350,000 fully vested shares of common stock under the employer's omnibus stock plan.

Section 4(a)

Exhibit A, Equity Awards

Performance-based restricted stock under the employer's stock incentive plan.

Section 3(c)

SEVERANCE ON TERMINATION WITHOUT CAUSE

Continued payments of pay base salary for 18 months following termination, subject to offset (see Mitigation and offset).

Employer-subsidized COBRA coverage paid at a rate determined by the employer for 18 months following termination. The COBRA premium payment will immediately cease if the employer determines in its discretion that the payment would result in the employer being in violation of applicable law, including the Patient Protection and Affordable Care Act.

Reimbursement for the costs of the same or comparable financial counseling as provided to senior executives for 18 months following termination.

Pro-rated annual bonus for the year in which termination occurs, subject to the executive working at least three months of that fiscal year, payable based on actual financial results.

Accelerated vesting of restricted stock units and performance shares that remain subject to time vesting conditions, but not performance-based vesting conditions, and that are scheduled to vest before April 1 following the fiscal year in which termination occurs.

Severance on termination without cause differs from severance on termination for good reason.

Termination/Severance

Lump sum payment in an amount equal to 12 months' annual base salary (based on a $595,000 salary rate). 

Accelerated vesting of all outstanding stock options and restricted stock awards.

Continued participation in the employer's medical, dental and insurance plans on the same basis as during employment until the earlier of one year following termination or the date the executive becomes entitled to comparable benefits through subsequent employment. If the executive is precluded from participating in a plan or program during the benefits continuation period, then the employer will provide the executive with compensation or benefits that, in the employer's reasonable judgment, have at least the same aggregate value as the compensation or benefits that the executive would have received under the plan or program.

Severance on termination without cause is the same as severance on termination for good reason.

Section 7(b)

Continued payment of base salary for 24 months.

Payment of the full cost of COBRA coverage for the COBRA period, but not beyond the earlier of 24 months following the date of termination or the date the executive obtains comparable coverage from another employer (including self-employment). The employer will include a tax gross-up for the executive's tax liability on the COBRA premiums.

Pro-rated management incentive plan award that the executive would have received for the year of termination, without adjustment for individual performance factors.

Pro-rated long range performance incentive plan award that the executive would have received had her employment continued through the end of the performance cycle, without adjustment for individual performance factors.

If termination occurs before January 28, 2017, then all of the executive's outstanding, unvested stock options vest.

Continued automobile allowance for 24 months.

Severance on termination without cause differs from severance on termination for good reason but is the same as severance on constructive termination.

Section 5(a)

Section 3(c)(i)

SEVERANCE ON TERMINATION FOR GOOD REASON

None specified.

Severance on termination for good reason differs from severance on termination without cause.

Lump sum payment in an amount equal to 12 months' annual base salary (based on a $595,000 salary rate).

Accelerated vesting of all outstanding stock options and restricted stock awards.

Continued participation in the employer's medical, dental and insurance plans on the same basis as during employment until the earlier of one year following termination or the date the executive becomes entitled to comparable benefits through subsequent employment. If the executive is precluded from participating in a plan or program during the benefits continuation period, then the employer will provide the executive with compensation or benefits that, in the employer's reasonable judgment, have at least the same aggregate value as the compensation or benefits that the executive would have received under the plan or program.

Severance on termination for good reason is the same as severance on termination without cause.

Section 7(b)

Severance on termination for good reason requires a change in control (see Double-trigger change in control benefits).

The employment agreement also contains a definition of "constructive termination" which provides for the following severance benefits (see Good reason definition and procedure): 

Continued payment of base salary for 24 months.

Payment of the full cost of COBRA coverage for the COBRA period, but not beyond the earlier of 24 months following the date of termination or the date the executive obtains comparable coverage from another employer (including self-employment). The employer will include a tax gross-up for the executive's tax liability on the COBRA premiums.

Pro-rated management incentive plan award that the executive would have received for the year of termination, without adjustment for individual performance factors.

Pro-rated long range performance incentive plan award that the executive would have received had her employment continued through the end of the performance cycle, without adjustment for individual performance factors.

If termination occurs before January 28, 2017, then all of the executive's outstanding, unvested stock options vest.

Continued automobile allowance for 24 months.

Severance on termination for good reason differs from severance on termination without cause. However, severance on constructive termination is the same as severance on termination without cause.

Section 5

Exhibit A

Exhibit C