0001193125-05-235779 Sample Contracts

THE GAP, INC. STOCK AWARD AGREEMENT1
Stock Award Agreement • December 2nd, 2005 • Gap Inc • Retail-family clothing stores

The Gap, Inc. (the “Company”) hereby grants to ___________ (the “Employee”), an award (the “Award”) of Performance Units (each Performance Unit shall be referred to as a “Stock Award”) which represent the right to receive shares of the Company’s common stock, $0.05 par value (the “Shares”) subject to the fulfillment of the vesting conditions and other conditions set forth in the attached Appendix A. This Award is granted pursuant to The Gap, Inc. 1996 Stock Option and Award Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Stock Award Agreement (the “Agreement”), including the terms and conditions contained in the attached Appendix A. The date of this Agreement is ________. Subject to the provisions of Appendix A and of the Plan, the principal features of this Award are as follows:

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THE GAP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • December 2nd, 2005 • Gap Inc • Retail-family clothing stores

The Gap, Inc. (the “Company”) hereby grants to ________________(the “Employee”), a stock option under The Gap, Inc. 1996 Stock Option and Award 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 Agreement, including the terms and conditions contained in the attached Appendix A. The date of this Agreement is____________. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows:

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