This excerpt taken from the GPS DEF 14A filed Apr 7, 2009.
Special Stock Unit Grants
Mr. Peck received two special stock unit grants covering a total of 125,000 shares. The first grant was made in March 2008 to position the retention value of his long-term incentives appropriately relative to other executives and to enhance the retention value of those incentives. The second award was made in August 2008 in connection with his promotion to President, Outlet and EVP, Strategy and Operations based on the same rationale and in light of his expanded role.
Mr. Wyatt received a special stock unit grant of 125,000 shares in November 2008 in connection with his appointment as President, Old Navy. The grant was made in recognition of the significance of his new role, to position the retention value of his long-term incentives appropriately relative to other executives, and to enhance the retention value of those incentives.
The grants for Messrs. Peck and Wyatt will vest 50% two years following the grant date to create a retention incentive for a shorter time horizon and 50% three years following the grant date to promote longer-term retention.