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Exhibit
10.4
AGREEMENT AND
RELEASE
The Gap, Inc. (“Company”)
notified Dawn Robertson (“Executive”) that
Executive’s employment as President, Old Navy, was terminated
effective February 19, 2008 and Executive would be eligible
for certain compensation under the Termination/Severance section of
the letter agreement (“Agreement”) between Executive
and the Company dated October 6, 2006 as long as certain
conditions in the Agreement are met, including Executive’s
execution of the release of claims below. Except as expressly
modified below, the terms and conditions of the Agreement remain in
effect.
1. Additional
Consideration
As additional consideration for the
promises Executive makes herein, the Company will pay Executive
$620,747, less taxes. Such payment will be made within 14 days of
the date Executive signs this Agreement and Release.
2. Additional
Payment
Company will pay Executive $337,500,
less taxes, on or about March 28, 2008.
3. Relocation
Costs
Company hereby waives any rights it may
have to seek reimbursement of expenses paid for Executive’s
relocation to San Francisco.
4. Initial Bonus
Repayment
Company hereby waives any rights it may
have to seek reimbursement of all or a portion of the Initial Bonus
described in the Agreement and paid to Executive in
2007.
5. Release of
Claims
Executive hereby releases and forever
discharges the Company, its subsidiaries,
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