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Exhibit
10.3
AGREEMENT AND
RELEASE
The Gap Inc.
(“Company”) and Lauri M. Shanahan
(“Executive”) have agreed that Executive’s
employment as Chief Legal and Administrative Officer will terminate
effective March 31, 2008 and that Executive would be eligible
for certain compensation and benefits under the
Termination/Severance section of the letter agreement
(“Agreement”) between Executive and the Company dated
March 16, 2007 and as amended, as long as certain conditions
in the Agreement are met, including Executive’s execution of
the release of claims as follows:
1. Additional
Consideration
As additional consideration
for the promises Executive makes herein, the Company will pay
Executive the gross sum of $50,000, less taxes. Such payment will
be made no later than April 7, 2008.
2. Release of
Claims
Executive hereby releases and
forever discharges the Company, its subsidiaries, affiliates,
officers, directors, agents and employees, from any and all claims,
liabilities and obligations, of every kind and nature, whether now
known or unknown, suspected or unsuspected, which Execut
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