The Gap, Inc. CEO PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • May 4th, 2012 • Gap Inc • Retail-family clothing stores • California
The Gap, Inc. (the "Company") hereby grants to Glenn Murphy (the "Employee"), an award (the "Award") of Performance Shares, which represent the right to receive shares of the Company's common stock, $0.05 par value (the "Shares") subject to the fulfillment of performance and vesting conditions and the other conditions provided for hereunder. This Award is granted pursuant to The Gap, Inc. 2011 Long-Term Incentive Plan (the "Plan") and is subject to all of the terms and conditions contained in this CEO Performance Share Agreement, the resolutions of the Compensation and Management Development Committee (the "Committee") of the Board of Directors of the Company dated May 4, 2012 (the "Committee Resolutions"), Appendix A hereto and Appendix B hereto (collectively, the "Agreement"). The date of this Agreement is May 4, 2012 ("Date of Grant"). Subject to the provisions of the Agreement and of the Plan, the principal features of this Award are as follows:
