0001193125-07-263263 Sample Contracts

PERFORMANCE SHARE AGREEMENT1
Performance Share Agreement • December 12th, 2007 • Gap Inc • Retail-family clothing stores

The Gap, Inc. (the “Company”) hereby grants to (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 the performance and vesting conditions and other conditions set forth in the attached Appendix A. This Award is granted pursuant to The Gap, Inc. 2006 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Performance Share 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. DIRECTOR STOCK UNIT AGREEMENT
Director Stock Unit Agreement • December 12th, 2007 • Gap Inc • Retail-family clothing stores • California

The Gap, Inc. (the “Company”) hereby grants to (the “Director”), the number of Stock Units under the Company’s 2006 Long-Term Incentive Plan (the “Plan”) indicated below. This award is subject to all of the terms and conditions contained in this Director Stock Unit Agreement (the “Agreement”), including the terms and conditions contained in the attached Appendix A. The date of this Agreement is «Award_Date». Subject to the provisions of Appendix A and of the Plan, the principal features of this award are as follows:

PERFORMANCE UNIT AWARD AGREEMENT1
Performance Unit Award Agreement • December 12th, 2007 • 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. 2006 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Performance Unit 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:

RESTRICTED STOCK UNIT AWARD AGREEMENT1
Restricted Stock Unit Award Agreement • December 12th, 2007 • Gap Inc • Retail-family clothing stores

The Gap, Inc. (the “Company”) hereby grants to (the “Employee”), an award (the “Award”) of Restricted Stock Units (each Restricted Stock 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. 2006 Long-Term Incentive Plan (the “Plan”) and is subject to all of the terms and conditions contained in this Restricted Stock Unit 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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