Pottery Barn 2009 Annual Report Download - page 120

How can we amend or terminate the plan?
The Board generally may amend or terminate the plan at any time and for any reason. Amendments will be
contingent on shareholder approval if required by applicable law, stock exchange listing requirements or if so
determined by the Board. By its terms, the amended and restated plan will automatically terminate on May 26,
2020, unless its term is extended or it is earlier terminated by the Board. In addition, as mentioned above, the
committee may not reduce the exercise price of stock options or stock appreciation rights, nor may it allow
employees to cancel an existing award in exchange for a new award, cash, or a combination of the two, without
prior consent from our shareholders.
What specific benefits will be granted under the amended and restated plan?
The amount and timing of awards granted under the plan are determined in the sole discretion of the committee and
therefore cannot be determined in advance. Except for the automatic grants to non-employee directors, described
above, the future awards that would be received under the plan by executive officers and other employees are
discretionary and are therefore not determinable at this time. If the proposed amendment of the plan had been in
effect for our fiscal year ended January 31, 2010, we do not expect that the number of shares granted to participants
under the plan during that year would have been materially different than the number of shares granted set forth in
the table below. The only changes to the amended and restated plan that will be made pursuant to this proposal
include an increase to the shares issuable under the plan by 2,500,000 shares, the shortening of the maximum term
of new options and stock appreciation rights, the updating and expansion of performance goals, and certain non-
material changes. We also are asking shareholders to approve the material terms of the plan. Specific benefits
granted under the amended and restated plan will not change as a result of this proposal.
The following table sets forth information as of January 31, 2010 with respect to awards granted during fiscal
2009 under the 2001 Long-Term Incentive Plan to the named executive officers, all current executive officers as
a group and all employees and consultants (including all current executive officers who are not named executive
officers) as a group under the plan. No deferred stock awards have been granted under the plan.
Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan
Options Stock Appreciation Rights
Restricted Stock or
Restricted Stock Units
Name and Position
# of Shares
Subject to
Options
Granted (#)
Average
Exercise
Price ($)
# of Shares
Subject to
SARs
Granted (#)
Average
Exercise Price
($)
#of
Shares/Units
Granted (#)
Dollar
Value ($)(1)
Named Executive Officers:
W. Howard Lester ................ — — — — — —
Sharon L. McCollam ............. — — — — — —
Laura J. Alber ................... — — — — — —
Patrick J. Connolly ............... — — — — — —
Richard Harvey .................. — — — — 12,524 $ 237,706
All current executive officers as a group
(six persons) ...................... — — — — 41,962 $ 796,439
All current non-employee directors as a
group (seven persons) ............... — — — — 112,180 $ 2,129,176
Each other person who has received more
than 5% of the options, warrants or other
rights under the plan ................ — — — — — —
All employees, including all current
officers who are not executive officers
or directors, as a group (334 persons) . . . — — 25,000 $19.14 1,148,898 $21,806,084
TOTAL: ........................... — — 25,000 $19.14 1,303,040 $24,731,699
(1) Value is based on a stock price of $18.98, the closing price of our common stock on January 29, 2010, the
last business day of fiscal 2009.
26