Non-qualified Stock Option Agreement – Gap

Grant No.

THE GAP, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

The Gap, Inc. (the “Company”) hereby grants to
(the “Employee”), a stock option (“Option”) under The Gap, Inc. 2011 Long-Term
Incentive Plan (the “Plan”), to purchase shares of common stock of the Company,
$0.05 par value (“Shares”). This Option is subject to all of the terms and
conditions contained in this Non-Qualified Stock Option Agreement, including the
terms and conditions contained in the attached Appendix A and Appendix B
(collectively, the “Agreement”). The date of this Agreement is . Subject
to the provisions of Appendix A and Appendix B of the Plan, the principal
features of this Option are as follows:


Number of Shares Purchasable with this Option:

Price per Share:

Date of Grant:

Date(s) Stock Option is Scheduled to become Exercisable:



Vesting Date	Number of Shares Vesting on Vesting Date	Latest Date Option Expires

As provided in the Plan and in this Agreement, this Option may terminate
before the date written above, including before the Option becomes exercisable
or is exercised. For example, if Employee has a Termination of Service before
the date this Option becomes exercisable, this Option will terminate at the same
time as such termination. See paragraphs 5 and 6 of Appendix A for further
information concerning how changes in employment affect termination of this
Option. PLEASE BE SURE TO READ ALL OF APPENDIX A, APPENDIX B AND THE PLAN, WHICH
CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

IN WITNESS WHEREOF, the Company and the Employee have agreed to the terms of
this Agreement, to be effective as of the date first above written.


		THE GAP, INC.

Dated:

I understand that this Option is 1) subject to all of the terms and
conditions of this Agreement (including the attached Appendix A and Appendix B)
and of the Plan, 2) not considered salary, nor is it a promise for future grants
of Options, 3) not a term or condition of my employment with the Company (or one
of its Affiliates), and 4) made at the sole discretion of the Company.

APPENDIX A

TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION

1. Grant of Option. The Company hereby grants to Employee under the
Plan, 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 page 1 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 “Exercise Price”)
shall be equal to the price set forth on page 1 of this Agreement. The Exercise
Price shall be payable in the legal tender of the United States.

3. Number of Shares. The Option is subject to adjustment in accordance
with Section 4.3 of the Plan. 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 Management Development Committee of the Company153s 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 page 1 of this Agreement, assuming that Employee is still
employed with, or providing consulting services to, the Company or an Affiliate
through such date(s). If Employee is not employed with, or providing consulting
services to, the Company or an Affiliate 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 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
determined from time to time by the Committee and in accordance with applicable
law) since the date of this Agreement and such postponement is in compliance
with applicable local laws. The duration of the period of postponement shall
equal the duration of the personal leave of absence (or shorter period if
necessary to comply with applicable local laws). If Employee does not return
from the personal leave of absence, the Option shall terminate as set out in
paragraph 6 as of the date the Employee is scheduled to return from personal
leave of absence.

6. Termination of Option. In the event that Employee has a Termination
of Service for any reason other than Retirement (as defined below) 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 (or, if earlier, until the date that is
ten (10) years from the date of this Agreement). In the event of Employee153s
Retirement, 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 Employee153s beneficiary or transferee, as
hereinafter provided, for a period of one (1) year after the date of Employee153s
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 has a
Termination of Service due to Retirement, this Option shall immediately
thereupon terminate. For purposes of this Agreement, “Retirement” shall mean
Employee153s Termination of Service for any reason (other than due to Employee153s
misconduct as determined by the Company in its sole discretion) after Employee
has attained age 60 and completed at least five (5) years of continuous service
as an Employee of the Company or an Affiliate.

For purposes of this Agreement, Termination of Service shall have the meaning
set forth in the Plan and be determined by reference to Employee153s active
service without reference to any other agreement, written or oral, including
Employee153s contract of employment (if any). Thus, in the event of Employee153s
Termination of Service (whether or not in breach of local labor laws), unless
otherwise expressly provided for under this Agreement, Employee153s right to vest
in and exercise the Option, if any, will terminate effective on Employee153s
Termination of Service and will not be extended by any notice period mandated
under local law (e.g., active employment would not include a period of
“garden leave” or similar period pursuant to local law); the

Committee shall have the exclusive discretion to determine when the Employee
has incurred a Termination of Service.

7. Persons Eligible to Exercise. The Option shall be exercisable
during Employee153s 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 Committee (and provided the Committee allows
for beneficiary designations), or by will or the applicable laws of descent and
distribution.

8. Death of Employee. To the extent exercisable after Employee153s
death, the Option shall be exercised only by Employee153s designated beneficiary
or beneficiaries, or if no beneficiary survives Employee or no beneficiary is
designated, by the person or persons entitled to the Option under Employee153s
will or in accordance with applicable local law, 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, social insurance, payroll tax, or other
tax-related items related to Employee153s participation in the Plan and legally
payable by the Employee (“Tax-Related Items”)), 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.
The Company reserves the right to restrict the methods of payment of the
Exercise Price if necessary to comply with local law, as determined by the
Company in its sole discretion.

10. Tax Withholding and Payment Obligations. Regardless of any action
the Company or Employee153s employer (the “Employer”) takes with respect to any or
all Tax-Related Items, Employee acknowledges and agrees that the ultimate
liability for all Tax-Related Items legally due by Employee is and remains
Employee153s responsibility and may exceed the amount actually withheld by the
Company or the Employer. Employee further acknowledges that the Company and/or
the Employer (a) makes no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Option,
including the grant, vesting, or exercise of the Option, the subsequent sale of
Shares acquired under the Plan and the receipt of dividends, if any; and (b)
does not commit to and is under no obligation to structure the terms of the
Option or any aspect of the Option to reduce or eliminate Employee153s liability
for Tax-Related Items, or achieve any particular tax result. Further, if
Employee has become subject to tax in more than one jurisdiction between the
date of grant and the date of any relevant taxable event, Employee acknowledges
that the Company and/or the Employer (or former employer, as applicable) may be
required to withhold or account for Tax-Related Items in more than one
jurisdiction.

No payment will be made to Employee (or his or her estate or beneficiary) for
an Option unless and until satisfactory arrangements (as determined by the
Company) have been made by Employee with respect to the payment of any
Tax-Related Items obligations of the Company and/or the Employer with respect to
the Option. In this regard, Employee authorizes the Company and/or the Employer,
or their respective agents, at their discretion, to satisfy the obligations with
regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from Employee153s wages or other cash compensation paid to
Employee by the Company or the Employer; or

(b) withholding from proceeds of the sale of Shares acquired upon exercise of
the Option, either through a voluntary sale or through a mandatory sale arranged
by the Company (on Employee153s behalf pursuant to this authorization); or

(d) surrendering already-owned Shares having a Fair Market Value equal to the
Tax-Related Items that have been held for such period of time to avoid adverse
accounting consequences.

If the obligation for Tax-Related Items is satisfied by withholding Shares,
for tax purposes, the Employee is deemed to have been issued the full number of
Shares purchased, notwithstanding that a number of the Shares is held back
solely for the purpose of paying the Tax-Related Items due as a result of the
Employee153s participation in the Plan. Employee shall pay to the Company or
Employer any amount of Tax-Related Items that the Company

may be required to withhold as a result of Employee153s participation in the
Plan that cannot be satisfied by one or more of the means previously described
in this paragraph 10. Employee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to issue or deliver the Shares or the
proceeds of the sale of Shares if Employee fails to comply with his or her
obligations in connection with the Tax-Related Items.

11. Nature of Grant. In accepting the Option, Employee acknowledges
that:

(a) the Plan is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended, suspended or terminated by the
Company at any time;

(b) the grant of the Option is voluntary and occasional and does not create
any contractual or other right to receive future grants of Options, or benefits
in lieu of Options even if Options have been granted repeatedly in the past;

(d) Employee153s participation in the Plan is voluntary;

(e) the Option and the Shares subject to the Option are extraordinary items
that do not constitute regular compensation for services rendered to the Company
or the Employer, and that are outside the scope of Employee153s employment
contract, if any;

(f) the Option and the Shares subject to the Option are not intended to
replace any pension rights or compensation;

(g) the Option and the Shares subject to the Option are not part of normal or
expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal, or
end of service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or
the Employer;

(h) the future value of the underlying Shares is unknown and cannot be
predicted with certainty; further, if Employee exercises the Option and obtains
Shares, the value of the Shares acquired upon exercise may increase or decrease
in value, even below the Exercise Price;

(i) Employee also understands that neither the Company, nor any Affiliate is
responsible for any foreign exchange fluctuation between local currency and the
United States Dollar that may affect the value of the Option;

(j) in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from forfeiture of the Option resulting from
termination of employment by the Employer (for any reason whatsoever and whether
or not in breach of local labor laws), and Employee irrevocably releases the
Employer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen,
Employee shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim; and

(k) the Option and the benefits under the Plan, if any, will not
automatically transfer to another company in the case of a merger, take-over or
transfer of liability.

12. No Advice Regarding Grant. The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding Employee153s participation in the Plan, or Employee153s acquisition or
sale of the underlying Shares. Employee is hereby advised to consult with his or
her own personal tax, legal and financial advisors regarding Employee153s
participation in the Plan before taking any action related to the Plan.

13. Data Privacy. Employee hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or
other form, of Employee153s personal data as described in this Agreement by and
among, as applicable, the Company and its Affiliates for the exclusive purpose
of implementing, administering and managing Employee153s participation in the
Plan.

Employee understands that the Company and its Affiliates may hold
certain personal information about Employee, including, but not limited to,
Employee153s name, home address and

telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company or any Affiliate, details of all Options or
any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in Employee153s favor, for the exclusive purpose of
implementing, administering and managing the Plan (“Personal Data”). Employee
understands that Personal Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan, that these
recipients may be located in the United States, Employee153s country, or
elsewhere, and that the recipient153s country may have different data privacy laws
and protections than Employee153s country. Employee understands that he or she may
request a list with the names and addresses of any potential recipients of the
Personal Data by contacting Employee153s local human resources representative.
Employee authorizes the recipients to receive, possess, use, retain and transfer
the Personal Data, in electronic or other form, for the purposes of
implementing, administering and managing Employee153s participation in the Plan,
including any requisite transfer of such Personal Data as may be required to a
broker or other third party with whom Employee may elect to deposit any Shares
received upon exercise of the Option. Employee understands that Personal Data
will be held only as long as is necessary to implement, administer and manage
Employee153s participation in the Plan. Employee understands that he or she may,
at any time, view Personal Data, request additional information about the
storage and processing of Personal Data, require any necessary amendments to
Personal Data or refuse or withdraw the consents herein, without cost, by
contacting in writing Employee153s local human resources representative. Employee
understands that refusal or withdrawal of consent may affect Employee153s ability
to participate in the Plan or to realize benefits from the Option. For more
information on the consequences of Employee153s refusal to consent or withdrawal
of consent, Employee understands that he or she may contact his or her local
human resources representative.

14. 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.

15. No Right to Continued Employment. Employee understands and agrees
that this Agreement does not impact in any way the right of the Employer to
terminate or change the terms of the employment of Employee at any time for any
reason whatsoever, with or without good cause provided in accordance with
applicable local law. Employee understands and agrees that unless contrary to
applicable local law or there is an employment contract in place providing
otherwise, his or her employment is “at-will” and that either the Employer or
Employee may terminate Employee153s employment at any time and for any reason
subject to applicable local law. Employee also understands and agrees that his
or her “at-will” status (if applicable) can only be changed by an express
written contract signed by an authorized officer of the Company and Employee if
the Employee153s employer is the Company.

16. 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
Legal Department, at The Gap, Inc., 2 Folsom, 13^th Floor, 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 beneath Employee153s signature
hereto, or at such other address as Employee may hereafter designate in writing.
Any such notice shall be deemed to have been duly given if and when enclosed in
a properly sealed envelope, addressed as aforesaid, registered or certified and
deposited, postage and registry fee prepaid, in a United States post office or
generally recognized international courier such as DHL or Federal Express.

17. 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.

18. 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.

19. 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.

20. 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.

21. Committee Authority. The Committee shall have the 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.

22. Captions. Captions provided herein are for convenience only and
are not to serve as a basis for interpretation or construction of this
Agreement.

23. Modifications to this Agreement. This Agreement constitutes the
entire understanding of the parties on the subjects covered. Employee expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements 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.

24. 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.

25. Notice of Governing Law and Venue. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
California without regard to principles of conflict of laws. For purposes of
litigating any dispute that arises directly or indirectly from the relationship
of the parties evidenced by this grant or the Agreement, the parties hereby
submit to and consent to the exclusive jurisdiction of the State of California
and agree that such litigation shall be conducted only in the courts of San
Francisco County, California, or the federal courts for the United States for
the Northern District of California and no other courts, where this grant is
made and/or to be performed.

26. Electronic Delivery. The Company may, in its sole discretion,
decide to deliver any documents related to current or future participation in
the Plan by electronic means. Employee hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through an on-line
or electronic system established and maintained by the Company or another third
party designated by the Company.

27. Language. If Employee has received this Agreement, including
Appendices, or any other document related to the Plan translated into a language
other than English, and the meaning of the translated version is different than
the English version, the English version will control.

28. Appendix B. Notwithstanding any provisions in this Agreement, the
Option grant shall be subject to any special terms and conditions set forth in
Appendix B to this Agreement for Employee153s country. Moreover, if Employee
relocates to one of the countries included in Appendix B, the special terms and
conditions for such country will apply to Employee, to the extent the Company
determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of
the Plan. As stated above, Appendix B constitutes part of this Agreement.

29. Imposition of Other Requirements. The Company reserves the right
to impose other requirements on Employee153s participation in the Plan, on the
Option and on any Shares acquired under the Plan, to the extent the Company
determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan, and to require Employee to sign any
additional agreements or undertakings that may be necessary to accomplish the
foregoing.

* * *

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS OF THE GAP, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

NON-U.S. EMPLOYEES

Terms and Conditions

This Appendix B includes special terms and conditions applicable to Employee
if Employee resides in one of the countries listed below. These terms and
conditions are in addition to or, if so indicated, in place of, the terms and
conditions set forth in the Agreement. Unless otherwise provided below,
capitalized terms used but not defined herein shall have the same meanings
assigned to them in the Plan and the Agreement.

Notifications

This Appendix also includes country-specific information of which Employee
should be aware with respect to his or her participation in the Plan. The
information is based on the securities, exchange control and other laws in
effect in the respective countries as of May 2011. Such laws are often complex
and change frequently. As a result, the Company strongly recommends that
Employee does not rely on the information noted herein as the only source of
information relating to the consequences of Employee153s participation in the Plan
because the information may be out of date at the time that Employee exercises
the Option or sell Shares acquired under the Plan.

In addition, the information is general in nature and may not apply to
Employee153s particular situation, and the Company is not in a position to assure
Employee of any particular result. Accordingly, Employee is advised to seek
appropriate professional advice as to how the relevant laws in his or her
country may apply to his or her situation. Finally, please note that if Employee
is a citizen or resident of a country other than the country in which he or she
is currently working, or transfers employment after grant, the information
contained in this Appendix may not be applicable to Employee.

CANADA

Form of Payment. Notwithstanding anything to the contrary in
the Plan or the Agreement, the Employee is prohibited from surrendering Shares
that he or she already owns or attesting to the ownership of Shares to pay the
Exercise Price or any Tax-Related Items in connection with the Option.

The following provisions will apply to Employees who are residents of
Quebec:

Language Consent. The parties acknowledge that it is their
express wish that this Agreement, as well as all documents, notices and legal
proceedings entered into, given or instituted pursuant hereto or relating
directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exig la redaction en anglais de cette
convention (“Agreement”), ainsi que de tous documents ex cut s, avis
donn s et procedures judiciaries intent es, directement ou indirectement,
relativement la pr sente convention.

Authorization to Release and Transfer Necessary Personal Information.
This provision supplements paragraph 13 of Appendix A of the Agreement:

Employee hereby authorizes the Company and the Company153s representatives to
discuss with and obtain all relevant information from all personnel,
professional or not, involved in the administration and operation of the Plan.
Employee further authorizes the Company and its Affiliates and the Committee,
which administers the Plan, to disclose and discuss the Plan with their
advisors. Employee further authorizes the Company and any Affiliate to record
such information and to keep such information in Employee153s employee file.

FRANCE

Taxation of Option. This Option is not intended to be French
tax-qualified.

Language Consent. In accepting the grant of the Option and
the Agreement which provides for the terms and conditions of the Option,
Employee confirms that he or she has read and understood the documents relating
to the Option (the Plan and the Agreement), which were provided in the English
language. Employee accepts the terms of these documents accordingly.

Consentement Relatif la Langue Utilis e. En
acceptant cette attribution d153Options et ce contrat qui contient les termes et
conditions de cette attribution d153Options, l153employ confirme ainsi avoir lu et
compris les documents relatifs cette attribution (le Plan et le Contrat
d153Attribution) qui lui ont t communiqu s en langue anglaise. , L153employ en
accepte les termes en connaissance de cause.

Exchange Control Information. Employee may hold Shares
acquired under the Plan outside of France provided he or she declares all
foreign accounts, whether open, current, or closed, in his or her income tax
return. Furthermore, Employee must declare to the customs and excise authorities
any cash or bearer securities he or she imports or exports without the use of a
financial institution when the value of the cash or securities is equal to or
exceeds 10,000 (for 2011).

HONG KONG

Securities Law Notice. The Option and Shares issued upon
exercise of the Option do not constitute a public offering of securities under
Hong Kong law and are available only to Employees of the Company and its
Affiliates. The Agreement, including this Appendix B, the Plan and other
incidental communication materials have not been prepared in accordance with and
are not intended to constitute a “prospectus” for a public offering of
securities under the applicable securities legislation in Hong Kong. Nor have
the documents been reviewed by any regulatory authority in Hong Kong. The Option
is intended only for the personal use of each eligible Employee of the Company
or its Affiliates and may not be distributed to any other person. If Employee is
in any doubt about any of the contents of the Agreement, including this
Appendix, or the Plan, Employee should obtain independent professional advice.

Settlement of Option and Sale of Shares. In the event
Employee153s Option vests and Shares are issued to Employee within six months of
the date of grant, Employee agrees that he or she will not dispose of any of
such Shares prior to the six-month anniversary of the date of grant.

INDIA

Form of Payment. Notwithstanding anything to the contrary in
the Plan or the Agreement, due to legal restrictions in India, Employee will not
be permitted to pay the Exercise Price by using a cashless sell-to-cover method
of exercise (under which method a number of Shares with a value sufficient to
cover the Exercise Price, brokerage fees and any applicable Tax-Related Items
would be sold upon exercise and Employee would receive only the remaining Shares
subject to the exercised Option). The Company reserves the right to allow
additional forms of payment depending on the development of local law.

Tax Information. The amount subject to tax at exercise may
be dependent upon a valuation of Shares from a Merchant Banker in India. The
Company has no responsibility or obligation to obtain the most favorable
valuation possible nor obtain valuations more frequently than required under
Indian tax law.

Exchange Control Obligations. Employee understands that he
or she must repatriate any proceeds from the sale of Shares acquired under the
Plan and any dividends received in relation to the Shares to India and convert
the proceeds into local currency within ninety (90) days of receipt. Employee
will receive a foreign inward remittance certificate (“FIRC”) from the bank
where he or she deposits the foreign currency. Employee should maintain the FIRC
as evidence of the repatriation of fund in the event the Reserve Bank of India
or the Employer requests proof of repatriation.

INDONESIA

Form of Payment. Notwithstanding anything to the contrary in
the Plan or the Agreement, due to local legal requirements, Employee will be
required to pay the Exercise Price through the delivery of irrevocable
instructions to a Company-designated broker to immediately sell all of the
Shares acquired upon exercise of the Option and to deliver promptly to the
Company an amount out of the proceeds of such sale equal to the

aggregate Exercise Price for the Shares being purchased (and any Tax-Related
Items). The remaining proceeds of the sale of the Shares, less any Tax-Related
Items and broker153s fees or commissions, will be remitted to Employee. The
Company reserves the right to allow additional forms of payment depending on the
development of local law.

Exchange Control Information. If Employee remits proceeds
from the cashless exercise of the Option into Indonesia, the Indonesian Bank
through which the transaction is made will submit a report on the transaction to
the Bank of Indonesia for statistical reporting purposes. For transactions of
US$10,000 or more, a description of the transaction must be included in the
report. Although the bank through which the transaction is made is required to
make the report, Employee must complete a “Transfer Report Form.” The Transfer
Report Form should be provided to Employee by the bank through which the
transaction is made.

KOREA

Exchange Control Information. If Employee remits funds out
of Korea to pay the Exercise Price, his or her remittance must be “confirmed” by
a foreign exchange bank in Korea. This is an automatic procedure,
i.e., the bank does not need to “approve” the remittance, and it should
take no more than a single day to process. The following supporting documents
evidencing the nature of the remittance must be submitted to the bank together
with the confirmation application: (i) Agreement; (ii) the Plan; (iii) a
document evidencing the type of Shares to be acquired and the amount; and (iv)
Employee153s certificate of employment. This confirmation is not necessary for
cashless exercises since there is no remittance out of Korea.

Additionally, exchange control laws require Korean residents who realize
US$500,000 or more from the sale of Shares to repatriate the proceeds to Korea
within 18 months of the sale.

PEOPLE153S REPUBLIC OF CHINA

Mandatory Cashless Exercise. By accepting the Option, the
Employee acknowledges and agrees that the immediate sale of the Shares issued
upon the exercise of the Option is required unless the Company, in its sole
discretion, determines otherwise. Such Shares will be transferred to a brokerage
firm designated by the Company (the “Brokerage Firm”). The Brokerage Firm, on
the Employee153s behalf, may, upon the Employee153s delivery of a properly executed
written notice of exercise together with irrevocable instructions to the
Brokerage Firm, thereafter immediately sell the Shares at the prevailing market
price pursuant to any process for the sale set forth by the Company, and deliver
the proceeds, less the Exercise Price, Tax-Related Items and any broker fees, to
the Company or its designee, which would then remit the net proceeds to the
Employee through the Company153s or Affiliate153s special purpose bank account in
China. As a result of the immediate sale of Shares as set forth in this Appendix
B, no Shares would be delivered to the Employee, and the Employee would not have
any resulting rights as a shareholder of the Company.

Special Administration in China. The Employee153s ability to
exercise the Option shall be contingent upon the Company or its Affiliate
obtaining approval from the State Administration of Foreign Exchange (“SAFE”)
for Employee153s participation in the Plan (to the extent required as determined
by the Company in its sole discretion) and the establishment of a SAFE-approved
bank account. Employee understands and agrees that he or she will be required to
immediately repatriate the proceeds from the exercise/ immediate sale of Shares
to China. Employee further understands that such repatriation of proceeds may
need to be effected through a special foreign exchange account established by
the Company or Affiliate and Employee hereby consents and agrees that the
proceeds from the exercise/ immediate sale of Shares may be transferred to such
special account prior to being delivered to Employee153s personal account.
Furthermore, Employee understands that due to SAFE approval requirements, there
may be delays in delivering the proceeds to Employee, Employee will bear any
exchange rate risk during the period between exercise and when the proceeds are
delivered to him or her, Employee may be required to open up a U.S. dollar bank
account to receive the proceeds and also Employee may be required to pay the
Company or an Affiliate the taxes due on the exercise prior to receiving the
proceeds from exercise/ immediate sale of Shares. Furthermore, the Company may
shorten the post-termination exercise periods if required by SAFE.

Please note that these special administration procedures will not apply to
non Chinese Nationals.

The provisions above pursuant to which Employee agrees to sell all Shares
issued to him or her immediately when the Shares are issued to him or her upon
exercise at the then current market price is intended to be a plan pursuant to
Rule 10b5-1 of the U.S. Securities Exchange Act of 1934 to the extent Employee
is subject to this Act. By signing the Agreement, Employee represents that he or
she is not aware of any material non-public information about the Company at the
time he or she is signing the Agreement.

SINGAPORE

Securities Law Notice. The grant
of the Option is made in reliance on section 273(1)(f) of the Securities and
Futures Act (Cap. 289) (“SFA”) for which it is exempt from the prospectus and
registration requirements under the SFA.

Director Notification Obligation. If Employee is a director,
associate director or shadow director (i.e., a non-director who has sufficient
control so that the directors act in accordance with the directions and
instructions of this individual) of the Company153s local entity in Singapore, he
or she is subject to notification requirements under the Singapore Companies
Act. Some of these notification requirements will be triggered by Employee153s
participation in the Plan. Specifically, Employee is required to notify the
local Singapore company when he or she acquires or disposes an interest in the
Company, including when Employee is granted the Option, receives Shares upon
exercise and when Employee sells these Shares. The notification must be in
writing and must be made within two days of acquiring or disposing of any
interest in the Company (or within two days of initially becoming a director,
associate director or shadow director of the Company153s local entity in
Singapore). If Employee is unclear as to whether he or she is a director,
associate director or shadow director of the Company153s local entity in Singapore
or the form of the notification, he or she should consult with his or her
personal legal advisor.

UNITED KINGDOM

Tax and National Insurance Contributions Acknowledgment. The
following provision supplements paragraph 10 of the Agreement:

Employee agrees that if Employee does not pay or the Employer or the Company
does not withhold from Employee the full amount of Tax-Related Items that
Employee owes in connection with the exercise of the Option and/or the
acquisition of Shares pursuant to the exercise of the Option, or the release or
assignment of the Option for consideration, or the receipt of any other benefit
in connection with the Option (the “Taxable Event“) within ninety (90)
days after the Taxable Event, or such other period specified in Section
222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003, then the
amount that should have been withheld shall constitute a loan owed by Employee
to the Employer, effective ninety (90) days after the Taxable Event. Employee
agrees that the loan will bear interest at the official rate of HM Revenue and
Customs (“HMRC”) and will be immediately due and repayable by Employee, and the
Company and/or the Employer may recover it at any time thereafter by withholding
the funds from salary, bonus or any other funds due to Employee by the Employer,
by withholding in Shares issued at exercise of the Option or from the cash
proceeds from the sale of such Shares or by demanding cash or a cheque from
Employee. Employee also authorizes the Company to withhold the transfer of any
Shares unless and until the loan is repaid in full.

Notwithstanding the foregoing, if Employee is an officer or executive
director (as within the meaning of Section 13(k) of the U.S. Securities and
Exchange Act of 1934, as amended), the terms of the immediately foregoing
provision will not apply. In the event that Employee is an officer or executive
director and Tax-Related Items are not collected from or paid by Employee within
ninety (90) days of the Taxable Event, the amount of any uncollected Tax-Related
Items may constitute a benefit to Employee on which additional income tax and
National Insurance contributions may be payable. Employee will be responsible
for reporting any income tax and National Insurance contributions due on this
additional benefit directly to HMRC under the self-assessment regime.

* * *

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