This excerpt taken from the GPS 8-K filed Mar 23, 2006.
Approve Changes to Nonemployee Director Compensation
On January 24, 2006, the Board of Directors of Gap Inc. (the Board) approved certain changes to the nonemployee director compensation effective in May 2006, subject to shareholder approval at the Annual Meeting of Shareholders on May 9, 2006 of the amendment and restatement of the 1996 Stock Option and Award Plan, to be known upon approval as the 2006 Long-Term Incentive Plan. A summary description of the nonemployee director compensation effective in May 2006 is attached hereto as Exhibit 10.6.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.