These excerpts taken from the GPS 8-K filed Nov 19, 2009.
ACQUIRED SHARES CALCULATION
The number of Acquired Shares to be purchased from Seller at each Closing shall be equal to:
(a) the quotient of (1) the Seller Ownership Percentage divided by (2) [1 minus the Seller Ownership Percentage]
(b) the number of Shares purchased by the Company pursuant to the Program (open market purchases and otherwise) with respect to the Applicable Month (excluding any Acquired Shares) measured from the first Business Day of the Applicable Month through and including the last Business Day of the Applicable Month;
provided that such number of Acquired Shares for the Applicable Month shall be rounded to the nearest whole Acquired Share.
For purposes of the Acquired Shares calculation, Shares purchased in the open market by the Company pursuant to the Program shall be deemed to have been purchased on the trade date with respect to such Shares and not the day on which such trade settles. Shares purchased after the end of the Applicable Month that relate to the Applicable Month shall be deemed to have been purchased during the Applicable Month.