Gap (GPS)

Transactions with Related Persons

Under a lease agreement approved by the Audit and Finance Committee of the Company’s Board of Directors, the Company leases a total of approximately 27,000 square feet of space in its One Harrison and Two Folsom San Francisco headquarter locations to Doris F. Fisher, William S. Fisher’s mother, that is used primarily to display portions of her personal art collection. The agreements provide for base rent ranging from $30.00 to $42.35 per square foot per year over a 15-year term. Rental income from this leased space for fiscal 2008 was approximately $1 million. The Company believes that these rental rates were at least competitive when the agreements were entered into. The agreements also provide the Company and its employees significant benefits, including use of the space on a regular basis for corporate functions at no charge.

In February 2008, in connection with the Company’s Board of Directors’ authorization of a $1 billion share repurchase program, the Company entered into purchase agreements with the following individual members of the Fisher family: William S. Fisher, his brothers, John J. Fisher and Robert J. Fisher, and his parents, Doris F. Fisher and Donald G. Fisher. In total, the Company expects that approximately $147 million, or 15%, of the $1 billion share repurchase authorization will be purchased from the Fisher family under these agreements.

On November 17, 2009, in connection with the Company’s Board of Directors’ authorization of a $500 million share repurchase program, the Company entered into purchase agreements with the following individual members of the Fisher family: John J. Fisher and Robert J. Fisher. In total, the Company expects that approximately $20 million, or 4%, of the $500 million share purchase authorization will be purchased from the Fisher family under these agreements.

On November 19, 2009, the Company issued a press release announcing the authorization of $500 million for a new share repurchase program. A copy of this press release is attached hereto as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.