This excerpt taken from the GPS DEF 14A filed Apr 16, 2008.
Subject to the terms of the ESPP, the Company has all discretion and authority necessary to supervise and control the operation and administration of the ESPP, including the power to interpret and determine any question arising in connection with the ESPP. The Company may delegate one or more of its duties in the administration of the ESPP to any one of its employees or to any other person. The Board of Directors, in its sole discretion, may amend or terminate the ESPP at any time and for any reason, including approving amendments that could increase the cost of the ESPP or alter the allocation of benefits among the participants. Assuming approval of this proposal, we plan to register the additional 8,000,000 shares on Form S-8 under the Securities Act of 1933.