Common use of Unsecured Creditor Clause in Contracts

Unsecured Creditor. This grant of Stock Units represents an unfunded and unsecured promise to pay on behalf of the Company, which means that Director is a general, unsecured creditor of the Company with respect to the Stock Units and the Stock Units are subject to the claims of the Company’s creditors. If the Company’s assets are insufficient to pay all of its creditors, Director may not receive all or part of the Stock Units. *** THE GAP, INC. 2016 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM (ACTION REQUIRED) Complete and return this Election Form to indicate whether you would like to defer the settlement (payment) of stock units, if any, that may be granted to you under The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) in [YEAR] and in future calendar years (the “ Stock Unit Grants”). Please note that the Stock Unit Grants are not guaranteed and are subject to approval of the Board of Directors of The Gap, Inc. (the “Board”) and your continued service as a director on the Board through the applicable date of grant of such units (the applicable date of grant, the “Date of Grant”). The period of service for each grant shall generally be the period from the applicable Annual Meeting of Shareholders through the Date of Grant. For example, the period of service for the Stock Unit Grant for [YEAR] shall be the period from the [YEAR] Annual Meeting of Shareholders through the Date of Grant. Absent a different election by you hereunder, the Stock Unit Grants, if any, will become payable as soon as practicable (but not later than 90 days) after the earliest of (i) the date which is three (3) years from the Date of Grant (the “Original Payment Date”), (ii) your separation from service for any reason (within the meaning of Code Section 409A) or (iii) a change in the ownership or effective control of The Gap, Inc. (the “Company”), or in the ownership of a substantial portion of the assets of the Company, each as determined in accordance with Code Section 409A (a “Section 409A Change in Control”); provided, however, that if payment is triggered by your separation from service, payment will not be made until the date that is six (6) months and one (1) day following the date of such separation (or, if earlier, upon your death following such separation) to the extent necessary to comply with Section 409A (the “Default Payment Timing”).

Unsecured Creditor. This grant of Stock Units represents an unfunded and unsecured promise to pay on behalf of the Company, which means that Director is a general, unsecured creditor of the Company with respect to the Stock Units and the Stock Units are subject to the claims of the Company’s creditors. If the Company’s assets are insufficient to pay all of its creditors, Director may not receive all or part of the Stock Units. *** THE GAP, INC. 2016 [2011/2016] LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM (ACTION REQUIRED) Complete and return this Election Form to indicate whether you would like to defer the settlement (payment) of stock units, if any, that may be granted to you under The Gap, Inc. 2016 [2011/2016] Long-Term Incentive Plan (the “Plan”) in [YEAR] and in future calendar years (the “ Stock Unit Grants”). Please note that the Stock Unit Grants are not guaranteed and are subject to approval of the Board of Directors of The Gap, Inc. (the “Board”) and your continued service as a director on the Board through the applicable date of grant of such units (the applicable date of grant, the “Date of Grant”). The period of service for each grant shall generally be the period from the applicable Annual Meeting of Shareholders through the Date of Grant. For example, the period of service for the Stock Unit Grant for [YEAR] shall be the period from the [YEAR] Annual Meeting of Shareholders through the Date of Grant. Absent a different election by you hereunder, the Stock Unit Grants, if any, will become payable as soon as practicable (but not later than 90 days) after the earliest of (i) the date which is three (3) years from the Date of Grant (the “Original Payment Date”), (ii) your separation from service for any reason (within the meaning of Code Section 409A) or (iii) a change in the ownership or effective control of The Gap, Inc. (the “Company”), or in the ownership of a substantial portion of the assets of the Company, each as determined in accordance with Code Section 409A (a “Section 409A Change in Control”); provided, however, that if payment is triggered by your separation from service, payment will not be made until the date that is six (6) months and one (1) day following the date of such separation (or, if earlier, upon your death following such separation) to the extent necessary to comply with Section 409A (the “Default Payment Timing”).

Unsecured Creditor. This grant of Stock Units represents an unfunded and unsecured promise to pay on behalf of the Company, which means that Director is a general, unsecured creditor of the Company with respect to the Stock Units and the Stock Units are subject to the claims of the Company’s creditors. If the Company’s assets are insufficient to pay all of its creditors, Director may not receive all or part of the Stock Units. *** THE GAP, INC. 2016 2011 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM (ACTION REQUIRED) Complete and return this Election Form to indicate whether you would like to defer the settlement (payment) of stock units, if any, that may be granted to you under The Gap, Inc. 2016 2011 Long-Term Incentive Plan (the “Plan”) in [INSERT NEXT CALENDAR YEAR] and in future calendar years (the “ Stock Unit Grants”). Please note that the Stock Unit Grants are not guaranteed and are subject to approval of the Board of Directors of The Gap, Inc. (the “Board”) and your continued service as a director on the Board through the applicable date of grant of such units (the applicable date of grant, the “Date of Grant”). The period of service for each grant shall generally be the period from the applicable Annual Meeting of Shareholders through the Date of Grant. For example, the period of service for the Stock Unit Grant for [INSERT NEXT CALENDAR YEAR] shall be the period from the [INSERT NEXT CALENDAR YEAR] Annual Meeting of Shareholders through the Date of Grant. Absent a different election by you hereunder, the Stock Unit Grants, if any, will become payable as soon as practicable (but not later than 90 days) after the earliest of (i) the date which is three (3) years from the Date of Grant (the “Original Payment Date”), (ii) your separation from service for any reason (within the meaning of Code Section 409A) or (iii) a change in the ownership or effective control of The Gap, Inc. (the “Company”), or in the ownership of a substantial portion of the assets of the Company, each as determined in accordance with Code Section 409A (a “Section 409A Change in Control”); provided, however, that if payment is triggered by your separation from service, payment will not be made until the date that is six (6) months and one (1) day following the date of such separation (or, if earlier, upon your death following such separation) to the extent necessary to comply with Section 409A (the “Default Payment Timing”).

Unsecured Creditor. This grant of Stock Units represents an unfunded and unsecured promise to pay on behalf of the Company, which means that Director is a general, unsecured creditor of the Company with respect to the Stock Units and the Stock Units are subject to the claims of the Company’s creditors. If the Company’s assets are insufficient to pay all of its creditors, Director may not receive all or part of the Stock Units. *** THE GAP, INC. 2016 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM (ACTION REQUIRED) Complete and return this Election Form to indicate whether you would like to defer the settlement (payment) of stock units, if any, that may be granted to you under The Gap, Inc. 2016 Long-Term Incentive Plan (the “Plan”) in [YEAR] June 2025 and in future calendar years (the “ “Stock Unit Grants”). Please note that the Stock Unit Grants are not guaranteed and are subject to approval of the Board of Directors of The Gap, Inc. (the “Board”) and your continued service as a director on the Board through the applicable date of grant of such units (the applicable date of grant, the “Date of Grant”). The period of service for each grant shall generally be the period from the applicable Annual Meeting of Shareholders through the Date of Grant. For example, the period of service for the Stock Unit Grant for [YEAR] June 2025 shall be the period from the [YEAR] 2025 Annual Meeting of Shareholders through the Date of Grant. Absent a different election by you hereunder, the Stock Unit Grants, if any, will become payable as soon as practicable (but not later than 90 days) after the earliest of (i) the date which is three (3) years from the Date of Grant (the “Original Payment Date”), (ii) your separation from service for any reason (within the meaning of Code Section 409A) or (iii) a change in the ownership or effective control of The Gap, Inc. (the “Company”), or in the ownership of a substantial portion of the assets of the Company, each as determined in accordance with Code Section 409A (a “Section 409A Change in Control”); provided, however, that if payment is triggered by your separation from service, payment will not be made until the date that is six (6) months and one (1) day following the date of such separation (or, if earlier, upon your death following such separation) to the extent necessary to comply with Section 409A (the “Default Payment Timing”).