This excerpt taken from the GPS DEF 14A filed Apr 26, 2007.
Marka V. Hansen, Byron H. Pollitt, Jr., and Eva M. Sage-Gavin
In February 2007, following the end of fiscal 2006, the Companys Compensation and Management Development Committee approved severance benefits for Ms. Hansen, Mr. Pollitt and Ms Sage-Gavin in the case of an involuntary termination other than for cause prior to February 13, 2009. The benefits generally include:
Securities and Exchange Commission regulations require that we estimate the value of severance benefits assuming that the triggering event (in this case, a termination without cause) occurred on February 3, 2007, the last day of our 2006 fiscal year. The arrangements described above were entered into following the end of our 2006 fiscal year and, accordingly, no severance benefits would have been paid to these executives under these arrangements had a termination occurred on February 3, 2007.
In October 2006, we entered into an agreement with Ms. Robertson regarding her employment with the Company. The agreement provides that, in the event Ms. Robertsons employment is involuntarily terminated from the Company for reasons other than for cause prior to the second anniversary of her employment, the Company will pay her then current salary to her for six months (the severance period). Severance payments will cease if Ms. Robertson accepts new employment or establishes any other professional relationship (e.g. a consulting relationship) for which she is compensated during the severance period or if she breaches her duty to protect confidential information or her agreement not to solicit Company employees. If Ms. Robertson had been terminated on February 3, 2007, the last day of our 2006 fiscal year, she would have been entitled to receive up to $450,000 (six months of her then current salary).
Paul S. Pressler
Mr. Pressler ceased to be our President and Chief Executive Officer on January 22, 2007. Pursuant to his 2002 employment agreement with the Company, he will remain a non-executive employee for a period of 24 months (the Continuation Period) and receive the following payments and benefits (Continuation Pay and Benefits):
Payments and benefits described above are subject to the following conditions:
In addition, pursuant to Mr. Presslers 2002 employment agreement with the Company, the vesting of the remaining portion of the options granted to him in 2002 that were scheduled to vest during the Continuation Period were accelerated to the date of his termination as an executive officer. All stock options with vesting dates two years beyond that date were cancelled. The estimated value of Mr. Presslers accelerated options was $9,378,750 on the date of his termination, based on the difference between the exercise price of those options and the closing price of our stock on that date.
Jenny J. Ming
In July 2006, we entered into an agreement with Ms. Ming regarding her separation from the Company. The agreement provides that Ms. Ming will receive a lump sum gross amount of $500,000 on or after April 16, 2007 and bi-weekly payments of $38,461.54 from April 16, 2007 until April 15, 2008. Any and all payments to Ms. Ming are conditioned on the following:
On or after April 16, 2007, Ms. Ming will also receive a lump sum equivalent of the amount of the Companys contribution to the cost of healthcare premiums and financial planning assistance for 18 months, which we have estimated has a value of $30,800. In addition, Ms. Ming will be reimbursed for up to $15,000 total for the amount she might spend on outplacement, legal or financial advice related to the agreement.