This excerpt taken from the GPS DEF 14A filed Mar 28, 2005.
Administration of the Executive MICAP
The Executive MICAP is administered by the Compensation and Management Development Committee of our Board. The members of the Committee must qualify as outside directors under Section 162(m). Subject to the terms of the Executive MICAP, the Committee has the sole discretion to determine the eligible officers who are granted awards and the amounts, terms and conditions of each award.