Summary of Changes



 Exhibit 10.9 
 Summary of Changes to Executive Compensation Arrangements 
 Adoption of Performance Goals for Fiscal 2007 Cash and Performance Unit Awards

 On March 26, 2007, the Compensation and Management Development Committee of the Board of Directors of Gap Inc. (the
“Committee”) named those executive officers set forth in the tables below as participants eligible to earn cash and performance unit awards based on performance during the 2007 fiscal year, and established performance goals and target
award percentages for each participant. 
 Cash Awards. The aggregate cash award payable to the named participants is based on two
separate components: (1) the financial performance of Gap Inc. and/or a division of the Company pursuant to goals established under the Executive Management Incentive Compensation Award Plan (the “Executive MICAP”), and (2) a
qualitative assessment of achievement of operating objectives for certain of the participants. The base target award percentage (as a percentage of base salary) for cash awards in the aggregate for each named participant is as set forth in the table
below. Actual cash awards payable can range from 0 to 150% (up to two times the base target percentage set forth below for each participant) of a participant’s base salary depending upon (1) the extent to which the financial performance of
a division and/or Gap Inc. meets, exceeds or is below target, and (2) the qualitative assessment of operating objectives. The table below also sets forth the percentage of the base target award percentage attributable to each of the two bonus
components. 
 The financial component of the aggregate cash award payable was established under the Executive MICAP. The financial
performance of a division or Gap Inc., as applicable and as set forth in the table below, will be based on the achievement of an objective Earnings performance goal for the division or Gap Inc. (as defined in the Executive MICAP) provided that no
bonus will be paid under the financial component unless a threshold amount of Earnings of the division or Gap Inc., as the case may be, is achieved. 
 The operating objective component of the aggregate cash award payable is based on a qualitative assessment by the Chief Executive Officer of the level of achievement of certain operating objectives at year-end. The
Committee approves all bonus payouts. 
  

							
	 	  	Cash Awards
	 Executive Officer
	  	Base Target
Percentage	  	 Executive MICAP
 Financial
 Component
	  	Operating Objective
Component
	 Donald G. Fisher
	  	50%	  	100% (Gap Inc.)	  	0
	 Marka Hansen
	  	75%	  	75% (Gap North America)	  	25%
	 Arthur Peck
	  	75%	  	75% (Gap Inc.)	  	25%
	 Byron Pollitt
	  	75%	  	75% (Gap Inc.)	  	25%
	 Dawn Robertson
	  	75%	  	75% (Old Navy)	  	25%
	 Eva Sage-Gavin
	  	75%	  	75% (Gap Inc.)	  	25%
	 Lauri Shanahan
	  	75%	  	75% (Gap Inc.)	  	25%








 By way of example, a participant with a base target award percentage of 75% is eligible for a bonus of 0
to 113% (two times 75% times 75%) of base salary under the Executive MICAP financial component and a bonus of 0 to 38% (two times 75% times 25%) of base salary under the operating objective component. 
 For fiscal 2007, the financial component for Ms. Hansen will be based on the better of: 1) the bonus that would be earned based on Banana Republic
financial results and assuming her salary prior to assumption of the role of President, Gap North America, or 2) the bonus that would be earned based on Gap North America financial results and assuming her current salary (as defined in the Executive
MICAP). 
 Performance Unit Awards. Awards payable in performance units, issued pursuant to the Company’s 2006 Long-Term
Incentive Plan, to the named participants under Executive MICAP will be based 100% on the financial performance of Gap Inc. or his or her division of the Company. The base target award percentage (as a percentage of base salary) for performance unit
awards for each named participant is as set forth in the table below. The financial performance of a division or Gap Inc., as applicable, will be based on the achievement of an objective Earnings performance goal for the division or Gap Inc. (as
defined in the Executive MICAP) provided that no performance unit award will be paid unless a threshold amount of Earnings of the division or Gap Inc., as the case may be, is achieved. 
 Actual performance unit awards payable under the Executive MICAP can have a value that ranges from 0 to 100% (up to two times the base target percentage
set forth in the table below for each participant) of a participant’s base salary depending upon the extent to which the financial performance of a division or Gap Inc. meets, exceeds or is below target. In determining the number of performance
units awarded to each participant, the value of each performance unit will equal the closing price at which a share of the Company’s common stock traded on the date of award, rounded down to the nearest whole unit. Each performance unit award
will be granted pursuant to a Stock Award Agreement and will be subject to vesting as determined by the Committee on the date of award. 
  

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	 	  	Performance Unit Awards
	 Executive Officer
	  	 Base Target
 Percentage
	 	 Gap Inc. or
 Division

	 Donald G. Fisher
	  	0	 	N/A
	 Marka Hansen
	  	50%	 	Gap North America
	 Arthur Peck
	  	40%	 	Gap Inc.
	 Byron Pollitt
	  	40%	 	Gap Inc.
	 Dawn Robertson
	  	50%	 	Old Navy
	 Eva Sage-Gavin
	  	40%	 	Gap Inc.
	 Lauri Shanahan
	  	40%	 	Gap Inc.

 For fiscal 2007, the actual performance unit award payable under the Executive MICAP for
Ms. Hansen will be based on the better of: 1) the value that would be earned based on Banana Republic financial results and assuming her salary prior to assumption of the role of President, Gap North America, or 2) the value earned based on Gap
North America financial results and assuming her current salary (as defined in the Executive MICAP). 
 Summary of Executive Officer Base Salary Changes

 On March 12, 2007, the Committee made the following changes to the base salaries of the executive officers: 
 Arthur Peck’s annual base salary was changed from $515,000 to $625,000 effective March 18, 2007. 
 Byron Pollitt’s annual base salary was changed from $700,000 to $725,000 effective March 18, 2007. 
 Eva
Sage-Gavin’s annual base salary was changed from $515,000 to $535,000 effective March 18, 2007. 
  

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