GPS » Topics » Summary Compensation Table/Tally Sheet for Chief Executive Officer

This excerpt taken from the GPS DEF 14A filed Mar 28, 2006.

Summary Compensation Table/Tally Sheet for Chief Executive Officer

The following table sets forth the details of the compensation paid to, earned by or awarded to Paul S. Pressler our Chief Executive Officer in the fiscal year ended January 28, 2006 (see the “Report of Compensation and Management Development Committee on Executive Compensation” on page 35 of this Proxy Statement for more information). The table excludes replacement options granted to and amounts paid to Mr. Pressler during fiscal 2005 related to participation in a tender offer, which was instituted to allow employees holding eligible stock options the opportunity to avoid unintended negative tax consequences as a result of Section 409A of the Internal Revenue Code and proposed regulations issued thereunder and preserve as closely as practicable the economic characteristics that were contemplated when the grants were originally made. Those grants and cash payments related to stock options granted in prior periods. See footnote 3 of the Summary Compensation Table on page 27. Although this table is not required, the Company is providing the details of Mr. Pressler’s compensation for fiscal 2005 in the interests of thorough disclosure to shareholders.

 

Compensation Component    Fiscal 2005 ($)     Description (1)

Base salary

   $ 1,500,000     No increase from prior year.

Bonus

     0     No bonus paid.

Stock options:

             

Grant value (2)

     4,169,100     Number granted: 500,000
              Exercise price: $22.42
              Vesting: 125,000 per year for four years
     
              Excludes value of 1,100,000 replacement options granted pursuant to tender offer that addressed Section 409A of the Internal Revenue Code.

Performance options:

             

Grant value (2)

     11,075,300     Number granted: 1,000,000
              Exercise price: $22.42
              Vesting: 500,000 in 2010, 500,000 in 2011; contingent on achievement of certain cumulative earnings per share targets.

Perquisites:

             

Personal use of company

airplane

     148,481     Personal use of Company airplane is approved by the Compensation and Management Development Committee.
     

Insurance premiums

     1,339     Executive long term disability insurance.
     

Tax reimbursements

     70,861     Tax gross up payment related to the personal use of a Company airplane.
     

Interest earnings

     366     Above market interest earned on deferred compensation.

Financial counseling

     12,442      

Estimated total package

   $ 16,977,889             

Footnotes

 

1.        See “Compensation of the Chief Executive Officer” in the “Report of Compensation and Management Development Committee on Executive Compensation” on page 40 of this Proxy Statement for more details.

 

2.        Based on a Black-Scholes option pricing model. This same model is used to compute the compensation expense related to stock options reported in our financial statements.

 

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