This excerpt taken from the GPS 8-K filed Jan 27, 2005.
Adoption of the Executive Management Incentive Compensation Award Plan
On January 25, 2005, the Board of Directors, upon the recommendation of its Compensation and Management Development Committee (the Compensation Committee), adopted the Executive Management Incentive Compensation Award Plan (the Executive MICAP). The Executive MICAP amends and restates the Executive Management Incentive Cash Award Plan approved by the shareholders at the 2004 annual meeting of shareholders. Changes to the Executive MICAP include the addition of Earnings Per Share and other new performance goals that may be used in making awards and the designation of stock-based and stock denominated units as acceptable forms of tender with which awards may be paid. The Executive MICAP will be submitted to the shareholders for approval at the 2005 annual meeting of shareholders in order for awards granted under the Executive MICAP to qualify for tax deductibility pursuant to Section 162(m) of the Internal Revenue Code. A copy of the Executive MICAP is attached hereto as Exhibit 10.1.