Common use of Notice of Governing Law Clause in Contracts

Notice of Governing Law. This grant of Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. *** THE GAP, INC. 2011 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date of certain changes in control of the Company or other similar events.

Notice of Governing Law. This grant of Stock Units option shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. *** THE GAPGENENTECH, INC. 2011 LONG-TERM 2004 EQUITY INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM Complete and return this Election Form if you want OPTION DATA SHEET Optionee: «First_Name» «Middle_Name» «Last_Name» Date of Gxxxx: «Grant_Date» Grant Number: «Grant_Number» Shares subject to defer option: «Shares_Granted» Exercise price per share: «Grant_Price» Scheduled date of vesting of first installment (“Initial Vesting Date”) «Period_1_Vest» Number of shares scheduled to vest on Initial Vesting Date: «Period_1_Shares» Number of shares scheduled to vest per month after Initial Vesting Date: «Monthly_Vest» Expiration Date of the settlement Option: «Expiration_Date» On the date specified above, Genentech, Inc. (paymentthe “Company”) of stock units granted approved a grant to you under The Gapof the option described above to purchase shares of Genentech, Inc. 2011 Long-Term Common Stock (the “Shares”) under the Genentech, Inc. 2004 Equity Incentive Plan (the “Plan”). In addition to this Stock units that are granted Option Data Sheet, you will need to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting carefully read your nonqualified stock option grant agreement (the “Original Payment DateAgreement”) in whole shares of common stock of The Gap), Inc. the Plan, and the Plan prospectus (the “CompanyProspectus”) to understand the terms and conditions of your grant. These three documents, along with an extra copy of the Agreement for your signature, the current Annual Report, a Notice of Exercise and Instructions to the Notice of Exercise are attached to this Stock Option Data Sheet. This option is a valuable security and should be safeguarded accordingly. After you have reviewed these documents and understand your rights and obligations, please sign the Acknowledgment attached to the Agreement and return the entire document via courier using the package provided. The Acknowledgment does not commit or obligate you to purchase any shares from this option. It is your responsibility to exercise this option before it terminates. Once you are able to begin exercising your option, you must complete a Notice of Exercise and submit it to Corporate Securities Administration (MS#49), along with a form of payment permitted under the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon option for the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms full purchase price of the Planshares being purchased. To achieve this favorable tax resultIf you have any questions, the amounts deferred will represent an unfunded and unsecured promise please feel free to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfiedcontact Corporate Securities Administration at: (a650) the deferral election must be made at least twelve CALL DNA (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability600-000-0000), or Retirement (as such terms are defined in the Plan); providedvia e-mail at sxxxxxxxx@xxxx.xxx ACKNOWLEDGMENT By accepting this option, howeverI, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date of certain changes in control of the Company or other similar events.«First_Name» «Middle_Name» «Last_Name»:

Notice of Governing Law. This grant of Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. *** THE GAP, INC. 2011 2006 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2011 2006 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date of certain changes in control of the Company or other similar events.

Notice of Governing Law. This grant of Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. *** THE GAP, INC. 2011 2006 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2011 2006 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date of certain changes in control of the Company or other similar events.

Notice of Governing Law. This grant of Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. *** THE GAP, INC. 2011 2006 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2011 2006 Long-Term Incentive Plan (the “Plan”). Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable after the date which is three (3) years from the date of vesting (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph Section 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable following the date of certain changes in control of the Company or other similar events.409A.

Notice of Governing Law. This grant of Stock Units shall be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. *** Grant No. [INSERT] THE GAP, INC. 2011 LONG-TERM INCENTIVE PLAN STOCK UNIT DEFERRAL ELECTION FORM (ACTION REQUIRED) Complete and return this Election Form if you want to defer the settlement (payment) of stock units granted to you under The Gap, Inc. 2011 Long-Term Incentive Plan (the “Plan”) on [DATE OF GRANT] (“Date of Grant”). Stock units that are granted to you under the Plan (“Stock Units”) generally become payable as soon as practicable (but not later than 90 days) after the date which is three (3) years from the date Date of vesting Grant (the “Original Payment Date”) in whole shares of common stock of The Gap, Inc. (the “Company”), with the balance, if any, in cash. Stock Units are immediately one hundred percent (100%) vested upon the Date of Grant. The Committee (as defined in the Plan) permits you to defer the settlement of your Stock Units beyond the Original Payment Date on a tax-deferred basis in accordance with the terms of the Plan. To achieve this favorable tax result, the amounts deferred will continue to represent an unfunded and unsecured promise to pay on behalf of the Company. With respect to any amounts that you defer, you will become a general, unsecured creditor of the Company, which means that your deferral remains subject to the claims of the Company’s creditors, and, if the Company’s assets are insufficient to pay all of its creditors, you may not receive part or all of your deferral. Please note that the Plan has been amended to comply with Section 409A of the Internal Revenue Code (“Section 409A”). As a result, any deferral elections made with respect to Stock Units must comply with the requirements of Section 409A. This means that deferral elections can be accepted and become effective only if the following requirements (the “Deferral Requirements”) are satisfied: (a) the deferral election must be made at least twelve (12) months before the Original Payment Date; (b) the deferral election must defer the payment of the Stock Units for a period of not less than five (5) years from the Original Payment Date; and (c) the deferral election may not take effect until at least twelve (12) months after the date on which the election is made. Notwithstanding the foregoing and any election made hereunder, in accordance with paragraph 3(c) of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable (but not later than 90 days) following the date you incur a Termination of Service for any reason, including, but not limited to, death, Disability, or Retirement (as such terms are defined in the Plan); provided, however, that that, in accordance with Section 8 of the Stock Unit Agreement, payment will be made no earlier than six (6) months and one (1) day following the date of termination to the extent necessary to comply with Section 409A. In addition, in accordance with paragraph 3(d), of the Stock Unit Agreement applicable to your Stock Units, the vested Stock Units will be paid to you (or in the event of your death, to your estate) as soon as practicable (but not later than 90 days) following the date of certain changes in control of the Company or other similar eventsCompany.