Gap (GPS)

Dawn Robertson

In October 2006, we entered into an agreement with Ms. Robertson regarding her employment with the Company. Ms. Robertson’s agreement was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on June 12, 2007. The agreement provided that, in the event Ms. Robertson’s employment is involuntarily terminated from the Company for reasons other than for Cause prior to the second anniversary of her employment, the Company will pay her then current salary to her for six months (the “severance period”). Severance payments will cease if Ms. Robertson accepts new employment or establishes any other professional relationship (e.g. a consulting relationship) for which she is compensated during the severance period or if she breaches her obligations to the Company (e.g. duty to protect confidential information, agreement not to solicit Company employees).

Ms. Robertson’s employment with the Company was terminated in February 2008. Pursuant to her agreement described above, she is eligible to receive up to $450,000 (six months of her then current salary). Ms. Robertson was not employed on the Company’s payment date for bonuses related to the 2007 performance period, and she did not receive a bonus. The Company agreed to pay her additional severance of $958,247.

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Dawn Robertson

In October 2006, we entered into an agreement with Ms. Robertson regarding her employment with the Company. The agreement provides that, in the event Ms. Robertson’s employment is involuntarily terminated from the Company for reasons other than for cause prior to the second anniversary of her employment, the Company will pay her then current salary to her for six months (the “severance period”). Severance payments will cease if Ms. Robertson accepts new employment or establishes any other professional relationship (e.g. a consulting relationship) for which she is compensated during the severance period or if she breaches her duty to protect confidential information or her agreement not to solicit Company employees. If Ms. Robertson had been terminated on February 3, 2007, the last day of our 2006 fiscal year, she would have been entitled to receive up to $450,000 (six months of her then current salary).