{"id":38784,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/director-stock-unit-agreement-gap.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"director-stock-unit-agreement-gap","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/director-stock-unit-agreement-gap.html","title":{"rendered":"Director Stock Unit Agreement – Gap"},"content":{"rendered":"

Grant No. <\/u> <\/strong><\/p>\n

THE GAP, INC. <\/strong><\/p>\n

DIRECTOR STOCK UNIT AGREEMENT <\/strong><\/p>\n

The Gap, Inc. (the “Company”) hereby grants to <\/u> (the “Director”), the
\nnumber of Stock Units under the Company153s 2011 Long-Term Incentive Plan (the
\n“Plan”) indicated below. This award is subject to all of the terms and
\nconditions contained in this Director Stock Unit Agreement (the “Agreement”),
\nincluding the terms and conditions contained in the attached Appendix A and the
\nPlan. The date of this Agreement is <\/u>. Subject to the provisions of
\nAppendix A and of the Plan, the principal features of this award are as follows:\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Date of Grant: <\/strong><\/td>\n<\/td>\n <\/u><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Number of Stock Units: <\/strong><\/p>\n<\/td>\n

<\/td>\n <\/u><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Vesting of Stock Units (“Vesting Schedule”): <\/strong>\n<\/p>\n<\/td>\n

<\/td>\n\n

100% of the Stock Units shall be immediately vested upon the Date of Grant.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Your signature below indicates your agreement and understanding that this
\naward is subject to all of the terms and conditions contained in Appendix A and
\nthe Plan. PLEASE BE SURE TO READ ALL OF APPENDIX A AND THE PLAN, WHICH CONTAINS
\nTHE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD.<\/p>\n

IN WITNESS WHEREOF, the Company and the Director have executed this
\nAgreement, in duplicate, to be effective as of the day and year first above
\nwritten.<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

THE GAP, INC.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date: <\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

My signature below indicates that I understand that this award is subject to
\nall of the terms and conditions of this Agreement (including the attached
\nAppendix A) and of the Plan.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

DIRECTOR<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated: <\/u><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Address:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

APPENDIX A <\/strong><\/p>\n

TERMS AND CONDITIONS OF STOCK UNIT GRANT <\/strong>\n<\/p>\n

1. Grant of Stock Units<\/u>. The Company hereby grants to the Director
\nunder the Plan the number of Stock Units indicated on the first page of this
\nAgreement subject to the terms and conditions set forth in this Agreement and
\nthe Plan.<\/p>\n

2. Company153s Obligation to Pay<\/u>. On any date, a Stock Unit has a value
\nequal to the Fair Market Value of one Share. Unless and until the Stock Units
\nhave vested in accordance with the Vesting Schedule set forth on the first page
\nof this Agreement, the Director will have no right to payment of the Stock
\nUnits. Prior to actual payment of any vested Stock Units, Stock Units represent
\nan unsecured obligation of the Company, payable (if at all) only from the
\ngeneral assets of the Company.<\/p>\n

3. Payment<\/u>.<\/p>\n

(a) General Rule. <\/em>Vested Stock Units will be paid to the Director in
\nfull Shares (with the balance, if any, in cash) as soon as practicable (but not
\nmore than ninety (90) days) following the date which is three (3) years from the
\nDate of Grant, subject to paragraph 5.<\/p>\n

(b) Election to Defer Payment.<\/em> Notwithstanding paragraph 3(a), at
\nthe discretion of the Committee and in accordance with the Plan, Code Section
\n409A and such rules established by the Committee, the Director may elect to
\nfurther defer delivery of the proceeds due with respect to his or her vested
\nStock Units by properly completing and submitting a Stock Unit Deferral Election
\nForm (the “Election Form”) to the Company in accordance with the directions on
\nthe Election Form and the procedures established by the Committee.<\/p>\n

(c) Termination of Service.<\/em> Notwithstanding paragraphs 3(a) and
\n3(b), in the event that the Director incurs a separation from service (within
\nthe meaning of Code Section 409A) for any reason, including, but not limited to,
\ndeath, Disability, or Retirement, the vested Stock Units will be paid to the
\nDirector (or in the event of the Director153s death, to his or her estate) as soon
\nas practicable following the date of such separation from service, except as
\nprovided by paragraph 8, and in each case subject to paragraph 5.<\/p>\n

(d) Change in Control.<\/em> Notwithstanding paragraphs 3(a) and 3(b), in
\norder for the Committee to determine that the deferral of delivery of the
\nproceeds due with respect to any vested Stock Units will terminate on account of
\na change in control or other similar transaction or event, such change in
\ncontrol or other similar transaction or event must constitute a change in the
\nownership or effective control of the Company, or in the ownership of a
\nsubstantial portion of the assets of the Company (as determined in accordance
\nwith section 409A(a)(2)(A)(v) of the U.S. Internal Revenue Code of 1986, as
\namended and Treasury Regulation Section 1.409A-3(i)(5)). Upon such a termination
\nof the deferral, the vested Stock Units will be paid to the Director as soon as
\npracticable following the date of such change in control or other similar
\ntransaction or event (subject to paragraph 5).<\/p>\n

4. Death of Director<\/u>. Any distribution or delivery to be made to the
\nDirector under this Agreement will, if the Director is then deceased, be made to
\nthe Director153s designated beneficiary to the extent such designation is valid
\nunder applicable law. If the Director has not designated a then living
\nbeneficiary, distributions and deliveries will be made to the administrator or
\nexecutor of the Director153s estate. Any such administrator or executor must
\nfurnish the Company with (a) written notice of his or her status as transferee,
\nand (b) evidence satisfactory to the Company to establish the validity of the
\ntransfer and compliance with any laws or regulations pertaining to said
\ntransfer.<\/p>\n

5. Withholding of Taxes<\/u>. The Director agrees that the Company will
\nwithhold a portion of the Shares scheduled to be issued pursuant to vested Stock
\nUnits that have an aggregate market value sufficient to pay the federal, state
\nand local income, employment and any other applicable taxes required to be
\nwithheld by the Company or its designated Affiliate, determined at minimum
\nstatutory withholding rates. The Company will only withhold whole Shares and
\ntherefore the Director also authorizes deduction without notice from amounts
\npayable to the Director in cash in an amount sufficient to satisfy the Company153s
\nremaining tax withholding obligation. Notwithstanding the previous two
\nsentences, the Director, if the Company in its sole discretion so agrees, may
\nelect to furnish to the Company written notice, no more than 30 days and no less
\nthan 5 days in advance of the date the<\/p>\n

\n

vested Stock Units are scheduled to be paid (in accordance with paragraph 3),
\nof his or her intent to satisfy the tax withholding requirement by remitting the
\nfull amount of the tax withholding to the Company on this date. In the event
\nthat Director provides such written notice and fails to satisfy the tax
\nwithholding requirement by the date the vested Stock Units are scheduled to be
\npaid (in accordance with paragraph 3), the Company shall satisfy the tax
\nwithholding requirement pursuant to the first two sentences of this section.\n<\/p>\n

6. Rights as Stockholder<\/u>. Subject to paragraph 7, neither the Director
\nnor any person claiming under or through the Director will have any of the
\nrights or privileges of a stockholder of the Company in respect of any Shares
\ndeliverable hereunder unless and until certificates representing such Shares
\nhave been issued, recorded on the records of the Company or its transfer agents
\nor registrars, and delivered to the Director. After such issuance, recordation,
\nand delivery, the Director will have all the rights of a stockholder of the
\nCompany with respect to such Shares.<\/p>\n

7. Dividend Equivalents<\/u>. The Director shall be entitled to receive
\nDividend Equivalents paid on Shares underlying the Stock Units. Any Dividends
\nEquivalents automatically shall be deemed reinvested in Stock Units annually on
\neach anniversary after the date of grant or, if earlier, the settlement of the
\nStock Units (the “Dividend Equivalent Stock Units”). Dividend Equivalent Stock
\nUnits shall be subject to the same terms and conditions as the Stock Units,
\nincluding any deferral election.<\/p>\n

8. Section 409A<\/u>. Notwithstanding anything in the Plan or this
\nAgreement to the contrary, if at the time of the Director153s “separation from
\nservice” within the meaning of Section 409A, as determined by the Company other
\nthan due to the Director153s death (x) the Director is a “specified employee”
\nwithin the meaning of Section 409A at the time of such separation and (y) the
\npayment of any vested Stock Units that become payable as a result of such
\nseparation will result in the imposition of additional tax under Section 409A if
\npaid to the Director on or within the six (6) month period following the
\nDirector153s separation from service, then the payment of such vested Stock Units
\nwill not be made until the date six (6) months and one day following the date of
\nthe Director153s separation from service, subject to paragraph 5, unless the
\nDirector dies following his or her separation from service, in which case, the
\nvested Stock Units will be paid in Shares to the Director153s estate upon his or
\nher death, subject to paragraph 5. It is the intent of this Agreement to comply
\nwith the requirements of Section 409A so that none of the Stock Units provided
\nunder this Agreement or Shares issuable thereunder will be subject to the
\nadditional tax imposed under Section 409A, and any ambiguities herein will be
\ninterpreted to so comply. For purposes of this Agreement, “Section 409A” means
\nSection 409A of the U.S. Internal Revenue Code of 1986, as amended, and any
\nproposed, temporary or final Treasury Regulations and Internal Revenue Service
\nguidance thereunder, as each may be amended from time to time.<\/p>\n

9. No Effect on Service<\/u>. The transactions contemplated hereunder and
\nthe vesting schedule set forth on the first page of this Agreement do not
\nconstitute an express or implied promise of continued service for any period of
\ntime. The terms of the Director153s service shall not be affected by the grant of
\nthis award.<\/p>\n

10. Address for Notices<\/u>. Any notice to be given to the Company under
\nthe terms of this Agreement must be addressed to the Company, in care of its
\nLegal Department, at The Gap, Inc., Two Folsom, San Francisco, California 94105,
\nor at such other address as the Company may hereafter designate in writing. Any
\nnotice to be given to the Director will be addressed to the Director at the
\naddress set forth on the records of the Company. Any such notice will be deemed
\nto have been duly given if and when enclosed in a properly sealed envelope,
\naddressed as aforesaid, and deposited, postage prepaid, in a United States post
\noffice.<\/p>\n

11. Grant is Not Transferable<\/u>. Except as otherwise expressly provided
\nherein, this grant, and the rights and privileges conferred hereby, may not be
\ntransferred, assigned, pledged, or hypothecated in any way (whether by operation
\nof law or otherwise) and may not be subject to sale under execution, attachment,
\nor similar process. Upon any attempt to transfer, assign, pledge, hypothecate,
\nor otherwise dispose of this grant, or any right or privilege conferred hereby,
\nor upon any attempted sale under any execution, attachment, or similar process,
\nthis grant and the rights and privileges conferred hereby immediately will
\nbecome null and void.<\/p>\n

12. Restrictions on Sale of Securities<\/u>. The Shares issued as payment
\nfor vested Stock Units awarded under this Agreement shall be registered under
\nthe federal securities laws and shall be freely tradable upon receipt. However,
\nthe Director153s subsequent sale of the Shares shall be subject to any market
\nblackout-period that may be imposed by the Company and must comply with the
\nCompany153s insider trading policies, and any other applicable securities laws.\n<\/p>\n

\n

13. Binding Agreement<\/u>. Subject to the limitation on the
\ntransferability of this grant contained herein, this Agreement will be binding
\nupon and inure to the benefit of the heirs, legatees, legal representatives,
\nsuccessors, and assigns of the Company and the Director.<\/p>\n

14. Additional Conditions to Issuance of Certificates for Shares<\/u>. The
\nShares deliverable to the Director may be either previously authorized but
\nunissued Shares or issued Shares that have been reacquired by the Company.
\nSolely for purposes of Delaware corporate law, par value for the Shares actually
\ndelivered to the Director for the Stock Units will be deemed satisfied by past
\nservices rendered by the Director. The Company shall not be required to issue
\nany Shares hereunder so long as the Company reasonably anticipates that such
\nissuance will violate Federal securities law or other applicable law; provided
\nhowever, that in such event the Company shall issue such Shares at the earliest
\npossible date at which the Company reasonably anticipates that the issuance of
\nthe Shares will not cause such violation. For purposes of the previous sentence,
\nany issuance of Shares that would cause inclusion in gross income or the
\napplication of any penalty provision or other provision of the Code shall not be
\ntreated as a violation of applicable law.<\/p>\n

15. Plan Governs<\/u>. This Agreement is subject to all terms and
\nprovisions of the Plan. In the event of a conflict between one or more
\nprovisions of this Agreement and one or more provisions of the Plan, the
\nprovisions of the Plan will govern. Capitalized terms used and not defined in
\nthis Agreement will have the meaning set forth in the Plan.<\/p>\n

16. Committee Authority<\/u>. The Committee will have the power to
\ninterpret the Plan and this Agreement and to adopt such rules for the
\nadministration, interpretation, and application of the Plan as are consistent
\ntherewith and to interpret or revoke any such rules (including, but not limited
\nto, the determination of whether or not any Stock Units have vested). All
\nactions taken and all interpretations and determinations made by the Committee
\nin good faith will be final and binding upon the Director, the Company, and all
\nother interested persons. No member of the Committee will be personally liable
\nfor any action, determination, or interpretation made in good faith with respect
\nto the Plan or this Agreement.<\/p>\n

17. Captions<\/u>. Captions provided herein are for convenience only and
\nare not to serve as a basis for interpretation or construction of this
\nAgreement.<\/p>\n

18. Agreement Severable<\/u>. In the event that any provision in this
\nAgreement will be held invalid or unenforceable, such provision will be
\nseverable from, and such invalidity or unenforceability will not be construed to
\nhave any effect on, the remaining provisions of this Agreement.<\/p>\n

19. Modifications to the Agreement<\/u>. This Agreement constitutes the
\nentire understanding of the Company and the Director on the subjects covered,
\nincluding the Director153s right to receive a grant of stock units under Section 9
\nof the Plan. The Director expressly warrants that he or she is not accepting
\nthis Agreement in reliance on any promises, representations, or inducements
\nother than those contained herein. Modifications to this Agreement or the Plan
\ncan be made only in an express written agreement executed by a duly authorized
\nofficer of the Company. Notwithstanding anything to the contrary in the Plan or
\nthis Agreement, the Company reserves the right to revise this Agreement as it
\ndeems necessary or advisable, in its sole discretion and without the consent of
\nthe Director, to comply with Section 409A of the Code or to otherwise avoid
\nimposition of any additional tax or income recognition under Section 409A of the
\nCode in connection with these Stock Units (including settlement or payment
\nthereof).<\/p>\n

20. Amendment, Suspension or Termination of the Plan<\/u>. By accepting
\nthis award, the Director expressly warrants that he or she has received a right
\nto an equity based award under the Plan, and has received, read, and understood
\na description of the Plan. The Director understands that the Plan is
\ndiscretionary in nature and may be modified, suspended, or terminated by the
\nCompany at any time.<\/p>\n

21. Notice of Governing Law<\/u>. This grant of Stock Units shall be
\ngoverned by, and construed in accordance with, the laws of the State of
\nCalifornia without regard to principles of conflict of laws.<\/p>\n

***<\/p>\n

\n

THE GAP, INC. <\/strong><\/p>\n

2011 LONG-TERM INCENTIVE PLAN <\/strong><\/p>\n

STOCK UNIT DEFERRAL ELECTION FORM <\/strong><\/p>\n

Complete and return this Election Form if you want to defer the settlement
\n(payment) of stock units granted to you under The Gap, Inc. 2011 Long-Term
\nIncentive Plan (the “Plan”).<\/p>\n

Stock units that are granted to you under the Plan (“Stock Units”) generally
\nbecome payable as soon as practicable after the date which is three (3) years
\nfrom the date of vesting (the “Original Payment Date”) in whole shares of common
\nstock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock
\nUnits are immediately one hundred percent (100%) vested upon the Date of Grant.
\nThe Committee (as defined in the Plan) permits you to defer the settlement of
\nyour Stock Units beyond the Original Payment Date on a tax-deferred basis in
\naccordance with the terms of the Plan. To achieve this favorable tax result, the
\namounts deferred will represent an unfunded and unsecured promise to pay on
\nbehalf of the Company. With respect to any amounts that you defer, you will
\nbecome a general, unsecured creditor of the Company, which means that your
\ndeferral remains subject to the claims of the Company153s creditors, and, if the
\nCompany153s assets are insufficient to pay all of its creditors, you may not
\nreceive part or all of your deferral.<\/p>\n

Please note that the Plan has been amended to comply with Section 409A of the
\nInternal Revenue Code (“Section 409A”). As a result, any deferral elections made
\nwith respect to Stock Units must comply with the requirements of Section 409A.
\nThis means that deferral elections can be accepted and become effective
\nonly if<\/strong> the following requirements (the “Deferral
\nRequirements”) are satisfied: (a) the deferral election must be made at least
\ntwelve (12) months before the Original Payment Date; (b) the deferral election
\nmust defer the payment of the Stock Units for a period of not less than five (5)
\nyears from the Original Payment Date; and (c) the deferral election may not take
\neffect until at least twelve (12) months after the date on which the election is
\nmade.<\/p>\n

Notwithstanding the foregoing and any election made hereunder, in accordance
\nwith paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units,
\nthe vested Stock Units will be paid to you (or in the event of your death, to
\nyour estate) as soon as practicable following the date you incur a Termination
\nof Service for any reason, including, but not limited to, death, Disability, or
\nRetirement (as such terms are defined in the Plan); provided, however, that
\npayment will be made no earlier than six (6) months and one (1) day following
\nthe date of termination to the extent necessary to comply with Section 409A. In
\naddition, in accordance with paragraph 3(d), of the Stock Unit Agreement
\napplicable to your Stock Units, the vested Stock Units will be paid to you (or
\nin the event of your death, to your estate) as soon as practicable following the
\ndate of certain changes in control of the Company or other similar events.<\/p>\n

I. PERSONAL INFORMATION <\/strong>(Please Print)
\n<\/em><\/strong><\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Director Name: <\/u> (the “Director”)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

II. STOCK UNIT DEFERRAL ELECTION <\/strong>(Choose
\nOne)<\/em><\/strong><\/p>\n

Payment of the Stock Units indicated below will be made as soon as
\npracticable following the date you choose below (the “Designated Payment Date”),
\nprovided that the Deferral Requirements are satisfied. This means that your
\nDesignated Payment Date will be given effect only if (a) you complete and return
\nthis Election Form at least twelve (12) months before the Original Payment Date,
\nand (b) the Designated Payment Date is at least five (5) years from the Original
\nPayment Date. As noted above, any payment will be made in the form of whole
\nshares of Company common stock with the balance, if any, in cash.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/u><\/td>\n<\/td>\nI DO NOT<\/strong><\/p>\n

wish to further defer the settlement (i.e., payment) of the Stock Units
\ngranted to me under the Plan on <\/u> (insert year), past the “Original
\nPayment Date” of <\/u>.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nOR<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/u><\/td>\n<\/td>\n\n

I elect to defer the settlement (i.e., payment) of the Stock Units granted to
\nme under the Plan in <\/u> (insert year)<\/em> until <\/u>, 20 <\/u>
\n(specify a date that is at least five (5) years from Original Payment Date of
\nthe Stock Units).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nOR<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

<\/u><\/p>\n<\/td>\n

<\/td>\n\n

Until I notify the Company otherwise, I elect to defer the settlement of all
\nStock Units granted to me under the Plan on or after <\/u> (insert date
\nof earliest award to be deferred)<\/em> until the date that is <\/u> years
\n(must be at least five (5) years) from the Original Payment Date(s) applicable
\nto such Stock Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IMPORTANT:<\/strong> Please note that if the Original Payment Date is
\nwithin twelve (12) months of the date you complete and return this Election Form
\nthen, due to Section 409A requirements, we cannot accept your deferral election
\nand it will be deemed null and void. This means that payment of the Stock Units
\nwill be made as soon as practicable after the Original Payment Date regardless
\nof your deferral election.<\/p>\n

Any amounts deferred will be taxable as ordinary income in the year paid.
\nPlease seek advice from your professional tax advisor before making your
\ndeferral election.<\/p>\n

III. DIRECTOR SIGNATURE <\/strong><\/p>\n

I acknowledge that I have read and reviewed a copy of the Plan153s prospectus.
\nI understand that my decision to defer the settlement of Stock Units will make
\nme only a general, unsecured creditor of the Company. I also understand that the
\namounts deferred will be taxable as ordinary income in the year paid. If the
\nCompany determines that it is required to withhold for any taxes, including, but
\nnot limited to, income or employment taxes, prior to the date of deferred
\npayout, I agree that, if I do not make other arrangements that are satisfactory
\nto the Committee, in its sole discretion, the Company will withhold from the
\namounts due to me. I also understand that, upon receipt of deferred payouts, in
\naddition to federal taxes, I may owe taxes both (1) to the state where I resided
\nat the time of making this election and, if different, (2) to the state where I
\nreside when I receive a deferred payout.<\/p>\n

The Committee shall have the discretion to make all determinations and
\ndecisions regarding this deferral election. To the extent the Committee
\ndetermines that this election does not comply with applicable laws, now or in
\nthe future, this election shall be null and void. In such an event, amounts
\ndeferred shall be settled (1) immediately if the Original Payment Date already
\nhas occurred, or (2) upon the Original Payment Date if in the future.<\/p>\n

By signing this Election Form, I authorize implementation of the above
\ninstructions. I understand that the deferral elections that I have made on this
\nElection Form are generally irrevocable and may not be changed in the future
\nexcept in accordance with the requirements of Section 409A and the procedures
\nspecified by the Committee.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DIRECTOR<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Signed:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/td>\n\n

Date:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Agreed to and accepted:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

THE GAP, INC.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
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