Gap (GPS)

III. DESIGNATED PAYMENT DATE

Payment of the Stock Units indicated in Section II above will be made as soon as practicable following the date you choose below (the “Designated Payment Date”), provided that the Deferral Requirements are satisfied. This means that your Designated Payment Date will be given effect only if (a) you complete and return this Election Form at least twelve (12) months before the Original Payment Date, and (b) the Designated Payment Date is at least five (5) years from the Original Payment Date. As noted above, any payment will be made in the form of whole shares of Company common stock with the balance, if any, in cash.

Designated Payment Date:                     

(must be at least five (5) years from Original Payment Date of the Stock Units)

IMPORTANT: Please note that if the Original Payment Date is within twelve (12) months of the date you complete and return this Election Form, then due to Section 409A requirements, we cannot accept your deferral election and it will be deemed null and void. This means that payment of the Stock Units will be made as soon as practicable after the Original Payment Date regardless of your deferral election.

Any amounts deferred will be taxable as ordinary income in the year paid. Please seek advice from your professional tax advisor before making your deferral election.