Corporate Governance: Board Committee Charters: Compensation Committee Charter

General

The Compensation Committee (the "Committee") shall be appointed by the Board of Directors (the "Board") of The Gymboree Corporation (the "Company") in the discharge of its fiduciary responsibilities relating to the fair and competitive compensation of executives, employees, and directors who are not employees of the Company, and, in connection with the Company's retirement, welfare and other benefit plans. The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.

Composition and Delegation

The Committee shall be comprised of at least two members. Each member of the Committee shall (i) meet the independence requirements established by the Board and any other laws, regulations and listing requirements applicable to the Committee from time to time, (ii) be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (iii) be an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code, as amended. Members of the Committee shall be appointed annually by the Board at its annual meeting or as necessary to fill vacancies in the interim. The Board shall designate one of the Committee members as Chairperson. The Board may remove a member from the Committee at any time with or without cause. The Committee shall have the authority to retain outside third parties, including, but not limited to, legal counsel, accountants and consultants, as it deems appropriate, to assist in fulfilling its responsibilities. The Committee may delegate certain of its responsibilities, as it deems appropriate, to other committees or to Company officers.

Duties and Responsibilities

The Committee shall:

1.        Establish, administer and review the Company's total compensation and benefits policies and programs for executives, employees, and directors who are not employees of the Company.

2.        Administer the Company's incentive plans and other stock or stock-based plans.

3.        Specify terms of delegation of authority to approve stock option grants and other stock or stock-based awards, if and as it deems appropriate.

4.        Provide oversight regarding the Company's benefit plans, policies, and arrangements on an as-needed basis.

5.        Consult periodically with the Chief Executive Officer and any other applicable officer, regarding compensation and benefits matters deemed appropriate by them or the members of the Committee.

6.        Identify the performance measures to be used in executive and management incentive plans, and the levels of performance for which incentive compensation is paid.

7.        Review and approve corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives, and set the Chief Executive Officer's compensation, including salary, bonus, long-term incentives, benefits and perquisites, based on this evaluation. In determining the long-term incentive component of Chief Executive Officer compensation, the Committee shall consider the Company's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in past years.

8.        Review and approve at least annually all components of compensation for the Company's other executive officers..

9.        Perform such other duties as assigned to the Committee by the Board.

10.     Provide the report of the Committee required in the Company's annual proxy statement reporting on the discharge of Committee responsibilities.

11.     11. Review and assess the adequacy of this Charter annually and recommend any appropriate changes to the Charter to the Board.

12.     Recommend to the Board for its approval all (a) Internal Revenue Service tax-qualified retirement plans and all plan amendments that are non-administrative in nature and (b) nonqualified benefit plans and all plan amendments that are non-administrative, including:

o        the designation of the trustee and the execution of trust agreements for any such plan or plans;

o        the termination, merger or consolidation of any such plan or plans; and

o        the extension of plan participation to employees of affiliates or subsidiaries

13.     Periodically review plan administration, participation and regulatory compliance of nonqualified plans.

14.     Review management's recommendations for other nonexecutive corporate incentive plans and annually review plan goals and results.

15.     Report to the Board on any significant matters arising from the Committee's work, including awards for top executives and special executive employment, compensation and retirement arrangements.

16.     Recommend to the Board for its approval and, where appropriate submission to the Company's shareholders, incentive compensation plans and equity-based plans.

Meetings

In accordance with the applicable provisions of the Company's By-Laws, as amended from time to time, the Committee shall meet at such times and places as the members deem advisable, and shall make such recommendations to the Board as the Committee considers appropriate.

Minutes

Adequate minutes of all meetings shall be maintained and furnished to the Chairperson of the Committee, which minutes shall be retained by the Secretary of the Company.

Evaluation

The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.