Pottery Barn 2007 Annual Report Download - page 115

Grants of Plan-Based Awards
This table sets forth certain information regarding all grants of plan-based awards made to the named executive
officers during fiscal 2007.
Grant
Date
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
All
Other
Stock
Awards;
Number
of Shares
of Stock
or Units
(#)
All Other
Option
Awards;
Number of
Securities
Underlying
Options
(#)(3)
Grant Date
Fair
Value ($)(4)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Threshold
($)(1)
Target
($)
Maximum
($)(1)(2)
Threshold
($)
Target
($)
Maximum
($)
W. Howard Lester .... — — — $2,925,000 — — — — — — —
Sharon L. McCollam . . 3/27/07 — — $2,175,000 — — — — 50,000 $582,715 $34.89
Laura J. Alber ....... 3/27/07 — — $2,400,000 — — — — 50,000 $582,715 $34.89
Patrick J. Connolly . . . — — — $1,710,000 — — — — — — —
David M. DeMattei . . . — — — $2,025,000 — — — — — — —
Dean Miller ......... 3/27/07 — — $1,320,000 — — — — 30,000 $349,629 $34.89
(1) This reflects the amounts payable under our 2001 Incentive Bonus Plan with respect to fiscal 2007. This plan is
intended to qualify bonus payments as deductible performance-based compensation under Internal Revenue Code
Section 162(m), which otherwise restricts our ability to deduct certain executive compensation to $1,000,000 million
per executive per year. In accordance with Internal Revenue Service rules, our 2001 Incentive Bonus Plan payout
criteria are specified by our Compensation Committee in the first quarter of each fiscal year. Bonus amounts are not
paid until the Compensation Committee certifies that the performance objectives have been achieved. For fiscal 2007,
the performance criteria was based upon achieving a target level of profitability. This target level, because it is based
upon profitability, is deemed substantially uncertain of attainment for purposes of Internal Revenue Code
Section 162(m). When the goal was established by our Compensation Committee, however, it was reasonably
attainable based upon our historic and expected levels of profitability. Once the target level of profitability is reached,
the maximum amount payable is then available for payment to our executive officers as fully deductible
compensation. However, our Compensation Committee is permitted to apply negative discretion in determining the
actual amount to be paid to any executive officer. In determining how (or if) to apply such negative discretion, our
Compensation Committee measures company performance against the business plan approved by the Board in our
first fiscal quarter as well as individual performance. For bonuses earned in fiscal 2007, the Committee did apply
negative discretion, and the actual bonus amounts are as set forth in the Summary Compensation Table.
(2) Maximum potential payment pursuant to our 2001 Incentive Bonus Plan is equal to three times the executive’s base
salary as of January 29, 2007, the first day of fiscal 2007.
(3) Grants of stock-settled stock appreciation rights.
(4) Generally, the full grant date fair value is the amount that the company would expect to expense on the grant date in
its financial statements over the award’s vesting schedule, disregarding forfeiture assumptions. The fair market value
assumptions used in the calculation of these amounts are included in Note I to our Consolidated Financial Statements
which is included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2008.
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