THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Gymboree Corporation (The) (GYMB)

5/2/2006 Proxy Information

In July 2001, the Company entered into a promissory note with Lisa M. Harper, Gymboree’s former Chief Executive Officer and current Chief Creative Officer, under which she was obligated to repay the Company a principal sum of $115,000 at an interest rate of 5.50% per annum, compounded annually. The principal amount and all accrued interest of $142,464.83 was paid off in its entirety on July 25, 2005.

5/4/2005 Proxy Information

In July 2001, we entered into a promissory note with Lisa M. Harper, our chief executive officer, under which she is obligated to repay us a principal sum of $115,000 at an interest rate of 5.50% per annum, compounded annually. The principal amount and all accrued interest is payable in its entirety in July 2005. As of April 8, 2005, the outstanding principal and interest due on the promissory note was $140,262. If Ms. Harper voluntarily ceases to be a full-time employee or consultant of Gymboree prior to the date the note is fully repaid, the remaining balance of the principal sum will be immediately due and payable.

During fiscal year 2004, Gymboree sold approximately $102,000 of obsolete inventory to Ross Stores, Inc., an off-price retailer for which Stuart G. Moldaw is a director. Mr. Moldaw is a director of Gymboree, as well as our Chairman Emeritus and Management Advisor. All sales were made pursuant to procedures approved by the Audit Committee and on terms no more favorable than terms with unrelated parties.

During fiscal year 2004, Mr. Moldaw received a salary of $29,980 as remuneration for his position as Chairman Emeritus and Management Advisor at Gymboree. On February 7, 2005, the Compensation Committee increased Mr. Moldaw’s compensation to $75,000 per year ($55,000 in cash and $20,000 in non-cash compensation) retroactive to June 14, 2004. As a result of the retroactive payment, Mr. Moldaw’s compensation earned for fiscal year 2004 was $57,887. Gymboree also provides Mr. Moldaw with an off-site office and administrative support, the expenses for which were approximately $156,264 in fiscal year 2004. Mr. Moldaw’s term as a director of Gymboree will expire on June 13, 2005, and he will not stand for re-election. Mr. Moldaw will continue to serve as Management Advisor to Gymboree following his retirement as a director.

Deborah J. Nash resigned as our vice president and general merchandising manager, effective September 1, 2004. Ms. Nash was provided with severance payments of $128,750.

5/3/2004 Proxy Information

In July 2001, we entered into a promissory note with Lisa M. Harper, our Chief Executive Officer, under which she is obligated to repay us a principal sum of $115,000 at an interest rate of 5.50% per annum, compounded annually. The principal amount and all accrued interest is payable in its entirety in July 2005. As of April 12, 2004, the outstanding principal and interest due on the promissory note was $132,974. If Ms. Harper voluntarily ceases to be a full-time employee or consultant of Gymboree prior to the date the note is fully repaid, the remaining balance of the principal sum will be immediately due and payable.

In February 2002, we renegotiated an $85,000 promissory note with Ms. Harper. The $85,000 note was originally entered into in March 2000. Under the renegotiated note, she was obligated to repay us the principal sum of $85,000 at an interest rate of 6.15% per annum due in installments beginning March 2004 and ending March 2006. Ms. Harper repaid the note in full through voluntary payroll deductions of $4,500 each pay period beginning on February 28, 2003 and ending on January 2, 2004 for a total payment of $102,874.

In May 2003, the Company entered into a General Waiver and Release with Beverly Stern, our former Senior Vice President and General Merchandise Manager, Janie and Jack. Pursuant to the terms of that agreement, we agreed to pay Ms. Stern a severance payment of $137,500 in equal monthly installments over a twelve-month period commencing on the termination of her employment in May 2003. In exchange for the foregoing, Ms. Stern agreed to release Gymboree from all claims, if any, she may have had for severance or otherwise upon termination of her employment.

During fiscal year 2003, Gymboree sold approximately $4.2 million of obsolete inventory to Ross Stores, Inc., an off-price retailer for which Stuart G. Moldaw is a director. Mr. Moldaw is a director of Gymboree, as well as our Chairman Emeritus and Management Advisor. All sales were made on terms no more favorable than terms of sales with unrelated parties. During fiscal year 2003, Mr. Moldaw received a salary of $30,173 as remuneration for his position as Chairman Emeritus and Management Advisor at Gymboree. Gymboree also provides Mr. Moldaw with off-site office and administrative support, the expenses for which were approximately $185,000 in fiscal year 2003.

5/13/2003 Proxy Information

In July 2001, we entered into a promissory note with Lisa M. Harper, our Chief Executive Officer, under which she is obligated to repay us a principal sum of $115,000 at an interest rate of 5.50% per annum, compounded annually. The principal amount and all accrued interest is payable in its entirety in July 2005. As of April 11, 2003, the outstanding principal and interest due on the promissory note was $128,062. If Ms. Harper voluntarily ceases to be a full-time employee or consultant of Gymboree prior to the date the note is fully repaid, the remaining balance of the principal sum will be immediately due and payable.

In February 2002, we renegotiated an $85,000 promissory note with Ms. Harper. The $85,000 note was originally entered into in March 2000. Under the renegotiated note she is obligated to repay us the principal sum of $85,000 at an interest rate of 6.15% per annum due in installments beginning March 2004 and ending March 2006. As of April 11, 2003, Ms. Harper has made voluntary early payments of $18,000, and the outstanding principal and interest due on the promissory note was $74,936. If Ms. Harper ceases to be a full-time employee of Gymboree prior to the date the note is fully repaid, the remaining balance of the principal sum will be immediately due and payable.

In April 2002, the Company entered into a General Waiver and Release with Alison L. May, our former Executive Vice President, Chief Operating Officer, Secretary and Acting Chief Financial Officer. Pursuant to the terms of that agreement, we paid Ms. May, upon termination of her employment, a severance payment of $162,500. In exchange for the foregoing, Ms. May agreed to release Gymboree from all claims, if any, she may have had for severance or otherwise upon termination of her employment.

During fiscal year 2002, Gymboree sold approximately $1,400,000 of obsolete inventory to Ross Stores, Inc., an off-price retailer for which our Chairman Emeritus, Stuart G. Moldaw, serves on the board of directors. All sales were made on terms no more favorable than terms of sale with unrelated parties.

During fiscal year 2002, Stuart G. Moldaw, a director and our Chairman Emeritus, received a salary of $308,012 as remuneration for his position as Management Advisor at Gymboree. He did not receive any salary for his role as Chairman Emeritus or his role as Chairman of the Board of Directors, for which he served through June 2002.