Footnotes for Gap (GPS)

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GPS » Topics » Footnotes

This excerpt taken from the GPS DEF 14A filed Apr 16, 2008.

Footnotes

(1)

The amounts shown in these columns reflect the estimated potential payment levels for the fiscal 2007 performance period under the Company’s annual incentive bonus plan, further described in the Compensation Discussion and Analysis section beginning on page 27. The potential payouts were performance-based and, therefore, were completely at risk. The potential target and maximum payment amounts assume achievement of 100% and 200%, respectively, of the operating objectives component of the annual incentive bonus plan, described on page 29. The potential threshold payment amount assumes 0% achievement of the operating objectives component. Mr. Murphy and Mr. Fisher were not eligible for an annual incentive plan award in fiscal 2007. Ms. Robertson and Mr. Pollitt ceased employment with the Company prior to payment of the fiscal 2007 annual incentive bonus. Mses. Simmons, Hansen, and Shanahan each received a bonus under the annual incentive bonus plan, which is reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”

(2)

For Mr. Murphy, the amounts in these columns reflect, in shares, the potential number of shares he may earn based on cumulative earnings goals for fiscal years 2008 through 2011, further described in the Compensation Discussion and Analysis section on page 33. In addition to the performance contingency, vesting of this award is contingent on continued service with the Company, and this restriction will lapse with respect to one-third of any earned shares on the fifth, sixth, and seventh year anniversaries of the grant date.

For executives other than Mr. Murphy, the amounts shown in these columns reflect, in dollars, the estimated potential performance stock awards for the fiscal 2007 performance period, further described in the Compensation Discussion and Analysis section beginning on page 31. Potential payouts were based on the applicable interpolated award values between the threshold, target, and maximum payout levels, divided by the closing price per share of our stock on the ultimate date of grant. The potential awards were performance-based and, therefore, completely at risk. Mr. Fisher was not eligible for a stock award in fiscal 2007. Ms. Robertson and Mr. Pollitt ceased employment with the Company prior to grant of the performance stock awards for the fiscal 2007 performance period. Ms. Shanahan ceased employment with the Company shortly after the grant of performance stock awards for the fiscal 2007 performance period, so no grant was made to her. Mses. Simmons and Hansen each received an award on March 17, 2008, in the amounts of 17,551 and 45,731, respectively. These grants will be reported in the Grants of Plan Based Awards table in our Proxy Statement for our 2009 Annual Meeting.

(3)

Mr. Fisher’s stock award was received automatically in his capacity as a non-employee director of the Company (see the Director Compensation section of this Proxy Statement).

(4)

The value of a stock award or option award is based on the fair value as of the grant date of such award determined pursuant to SFAS 123(R). Please refer to Note 9, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 28, 2008 for the relevant assumptions used to determine the valuation of our stock and option awards. For Mr. Murphy, this amount is based on the target amount of shares (1,000,000) at a grant date fair market value of $16.44 per share.

This excerpt taken from the GPS DEF 14A filed Apr 26, 2007.

Footnotes

(b1)

The grant to Ms. Robertson approved on October 27, 2006 by the Compensation and Management Development Committee was not effective until October 30, 2006, her start date with the Company. The grant to Mr. Fisher was made pursuant to an automatic grant to non-employee directors, described on page 13. All other grants in this table were effective on the same date they were approved by the Company’s Compensation and Management Development Committee.

(c-e)

The amounts shown in columns (c) – (e) reflect the estimated potential payment levels for the fiscal 2006 performance period under the Company’s annual incentive bonus plan, further described in the Compensation Discussion and Analysis section beginning on page 24. The potential payouts were performance-based and, therefore, were completely at risk. The potential target and maximum payment amounts assume achievement of 100% and 200%, respectively, of the operating objectives component of the annual incentive bonus plan, described on page 25. The potential threshold payment amount assumes 0% achievement of the operating objectives component. Mr. Fisher and Ms. Robertson were not eligible for an annual incentive plan award in fiscal 2006. Only Ms. Hansen received a bonus under the annual incentive bonus plan, which is reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”

(f-h)

The amounts shown in columns (f) – (h) reflect the estimated potential performance stock awards for the fiscal 2006 performance period, further described in the Compensation Discussion and Analysis section beginning on page 27. Potential payouts were to be based on the applicable interpolated award values between the threshold, target, and maximum payout levels, divided by the closing price per share of our stock on the ultimate date of grant. The potential awards were performance-based and, therefore, completely at risk. Mr. Fisher and Ms. Robertson

Footnotes (continued)

were not eligible for a performance stock award in fiscal 2006. Only Ms. Hansen received an award, in an amount of 31,137 performance units on March 12, 2007. This grant will be reported in the Grants of Plan Based Awards table in our Proxy Statement for our 2008 Annual Meeting.

(i) Mr. Fisher’s stock award was received automatically in his capacity as a non-employee director of the Company (see the Director Compensation section of this Proxy Statement). Vesting of the April 24, 2006 stock award grants to Ms. Harriss and Ms. Hansen is contingent on achievement of a cumulative earnings goal. In addition to the performance contingency, vesting of these awards is contingent on continued service with the Company and this restriction will lapse 50% in April 2008 and 50% in April 2009. As a result, the performance units granted to Ms. Harriss were cancelled in February 2007 following her departure from the Company.

(j) The March 13, 2006 grants to Ms. Ming and Ms. Harriss were cancelled following their departures from the Company in October 2006 and February 2007, respectively.

(k-l) The exercise price of the reported options are equal to the average of the high and low stock prices for our common stock as reported in New York Stock Exchange (NYSE) – Composite Transactions for the date of grant. Beginning in fiscal 2007, the exercise price is determined using the closing price of the Company’s stock on the effective date of the grant to simplify the Company’s disclosure process.

(m) The value of a stock award or option award is based on the fair value as of the grant date of such award determined pursuant to SFAS 123(R). Please refer to Note 8, “Share-Based Compensation”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on April 2, 2007 for the relevant assumptions used to determine the valuation of our stock and option awards. In fiscal 2006, the grant date fair value was determined using the average of the high and low stock prices on the date of grant, rather than the closing price.

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 16, 2008

DEF 14A	Apr 26, 2007

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