Pottery Barn 2005 Annual Report Download - page 111

Employment Contracts and Termination of Employment and Change-of-Control Arrangements
Laura J. Alber
We entered into an employment agreement with Laura J. Alber, effective as of March 19, 2001. She is currently
President, Pottery Barn Brands. The initial term of the agreement expired March 19, 2004 and, per its terms,
automatically extends for one-year terms until Ms. Alber’s employment is terminated by her or by us. If we
terminate Ms. Alber’s employment without “cause” (as defined in the agreement), or if she terminates her
employment with us for “good reason” (as defined in the agreement), she will be entitled to receive
(i) continuation of her base salary at the time of termination for up to one year, and (ii) outplacement services at a
level commensurate with her position at no cost to her. In addition, we will pay the premiums for health coverage
under COBRA for Ms. Alber and her dependents until Ms. Alber either commences new employment or
Ms. Alber or her dependents are no longer eligible for COBRA coverage.
Sharon L. McCollam
We entered into an employment agreement with Sharon L. McCollam, effective as of December 28, 2002. She is
currently Executive Vice President, Chief Financial Officer. The initial term of Ms. McCollam’s agreement
expired December 28, 2005, and, per its terms, automatically extends for one-year terms until Ms. McCollam’s
employment is terminated by her or by us. If we terminate Ms. McCollam’s employment without “cause” (as
defined in the agreement), or if Ms. McCollam terminates her employment with us for “good reason” (as defined
in the agreement), she will be entitled to receive (i) continuation of her base salary at the time of termination for a
period of one year and her target bonus for that year, and (ii) outplacement services at a level commensurate with
her position at no cost to her. In addition, we will pay the premiums for health care coverage under COBRA for
Ms. McCollam’s dependents and Ms. McCollam until she either commences new employment or she and her
dependents are no longer eligible for COBRA coverage.
Restricted Stock Unit Grants
Our named executive officers who received restricted stock unit grants in fiscal 2005, as specified in the
Summary Compensation Table, will receive accelerated vesting of such awards in the event of a change of
control. These executive officers will also have such awards vest in full upon a termination due to their death,
disability or retirement after attaining age 55 and working with us or our subsidiaries for at least 10 years.
COMMITTEE REPORTS
The following reports by our Compensation Committee, Nominations and Corporate Governance Committee and
Audit and Finance Committee covering fiscal 2005 shall not be deemed to be (i) ”soliciting material,” (ii) ”filed”
with the SEC, (iii) subject to Regulations 14A or 14C of the Securities Exchange Act of 1934, as amended, or
(iv) subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended. The reports shall
not be deemed incorporated by reference into any of our other filings under the Securities Exchange Act of 1934,
as amended, or the Securities Act of 1933, as amended, except to the extent we specifically incorporate it by
reference into such filing.
Compensation Committee Report
Who serves on the Compensation Committee?
During fiscal 2005 through the present, the Compensation Committee consisted of Adrian D.P. Bellamy, Jeanne
P. Jackson and Richard T. Robertson. Mr. Bellamy serves as Chairman of the Compensation Committee. The
Board for fiscal 2005 determined that each member of the Compensation Committee was independent under the
NYSE rules as currently in effect, was an outside director as such term is defined with respect to Section 162(m)
of the Internal Revenue Code and was a non-employee director under Section 16(b) of the Securities Exchange
Act of 1934. None of the committee members has ever served as an officer of the company.
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