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Gap Inc – ‘10-Q’ for 5/5/07 – EX-10.5

On:  Tuesday, 6/12/07, at 4:04pm ET   ·   For:  5/5/07   ·   Accession #:  1193125-7-134087   ·   File #:  1-07562

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/12/07  Gap Inc                           10-Q        5/05/07   13:473K                                   RR Donnelley/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    297K 
 2: EX-10.2     Agreement With Marka Hansen                         HTML     30K 
 3: EX-10.3     Agreement With Art Peck                             HTML     23K 
 4: EX-10.4     Agreement With Dawn Robertson                       HTML     34K 
 5: EX-10.5     Agreement With Dawn Robertson                       HTML     11K 
 6: EX-10.6     Agreement With Eva Sage-Gavin                       HTML     23K 
 7: EX-10.7     Agreement With Lauri Shanahan                       HTML     23K 
 8: EX-10.8     Summary of Changes                                  HTML      7K 
 9: EX-10.9     Summary of Changes                                  HTML     22K 
10: EX-31.1     Certification of CEO                                HTML     14K 
11: EX-31.2     Certification of CFO                                HTML     14K 
12: EX-32.1     Certification of CEO                                HTML      8K 
13: EX-32.2     Certification of CFO                                HTML      8K 


EX-10.5   —   Agreement With Dawn Robertson


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  Agreement with Dawn Robertson  

Exhibit 10.5

Dawn Robertson

February 16, 2007

Dear Dawn:

In recognition of your contributions as a member of the Executive Leadership Team, we are pleased to be able to confirm your long-term incentive award grant. In addition, please note that Gap Inc.’s Board of Directors has approved a recoupment policy which is described below.

Stock Award. The Compensation and Management Development Committee of the Board of Directors approved a stock award grant to you on February 2, 2007 (“date of grant”) covering 100,000 shares of Gap Inc. common stock, subject to the provisions of the Company’s stock plan. Stock awards are in the form of units that are paid in Gap Inc. stock upon vesting. The award will vest as shown in the schedule below, provided you are employed with Gap Inc. on the vesting date.

Stock Award of 50,000 shares vesting two years from date of grant

Stock Award of 50,000 shares vesting three years from date of grant

Recoupment Policy. On February 14, 2007, the Board of Directors (“Board”) adopted a recoupment policy as described in this paragraph. You hereby agree and understand that subject to the discretion and approval of the Board, the Company will, to the extent permitted by governing law, in all appropriate cases as determined by the Board, require reimbursement and/or cancellation of any bonus or other incentive compensation, including stock-based compensation, awarded to an executive officer or other member of the Company’s executive leadership team after April 1, 2007 where all of the following factors are present: (a) the award was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, (b) in the Board’s view, the executive engaged in fraud or intentional misconduct that was a substantial contributing cause to the need for the restatement, and (c) a lower award would have been made to the executive based upon the restated financial results. In each such instance, the Company will seek to recover the individual executive’s entire annual bonus or award for the relevant period, plus a reasonable rate of interest.

Dawn, your continued leadership at Gap Inc. is critical to our success, and I look forward to working with you.

 

Yours sincerely,

/s/ Robert J. Fisher

Robert J. Fisher
CEO and Chairman of the Board, Gap Inc.
Confirmed this 21st day of February, 2007

/s/ Dawn Robertson

Dawn Robertson

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:6/12/07
For Period End:5/5/07
4/1/07
2/16/073/A
2/14/07
2/2/074,  8-K
 List all Filings 
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Filing Submission 0001193125-07-134087   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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