Pottery Barn 2009 Annual Report Download - page 190

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• Reviewing, making recommendations to the Board of Directors regarding, and approving, as appropriate,
general compensation goals and guidelines for the Company’s employees.
• Reviewing, making recommendations to the Board of Directors regarding, and approving, as appropriate,
the compensation policy for the non-employee directors of the Company.
• Approving and authorizing amendments to the 401(k) Plan, the Plans, and the Company’s other benefit
programs to the extent such amendment authority has been delegated to the Compensation Committee by
the Board of Directors.
• Acting as the Administrator (as defined under each Plan) and administering, within the authority
delegated by the Board of Directors, the Company’s Plans. In its administration of the Plans, the
Compensation Committee may: (i) grant stock options or stock purchase rights to individuals eligible for
such grants (including, to the extent relevant, grants to individuals subject to Section 16 of the Exchange
Act in compliance with Rule 16b-3 promulgated thereunder); (ii) amend such stock options or stock
purchase rights; and (iii) take all other actions permitted under the Plans. The Compensation Committee
may delegate to two or more directors of the Company the authority to make grants and awards to any
non-executive officer of the Company under such of the Plans as the Compensation Committee deems
appropriate in accordance with the terms of such Plans. The Compensation Committee also shall review
and make recommendations to the Board of Directors with respect to changes in the number of shares
reserved for issuance under those Plans.
• Preparing a compensation committee report on executive compensation as required by the SEC to be
included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
• As appropriate, obtaining advice and assistance from independent counsel or other advisors, including,
without limitation, any compensation consultant to be used by the Company or the Compensation
Committee in the evaluation of Chief Executive Officer, executive officer, other officer, employee or
director compensation.
• Conducting an annual evaluation of the Compensation Committee’s own performance.
MEETINGS
The Compensation Committee shall meet as often as it determines, but not less frequently than two (2) times
each year. The members of the Compensation Committee may invite the Chief Executive Officer or any other
person to attend meetings as appropriate and consistent with this charter; provided, however, that the Chief
Executive Officer may not be present during the voting on or deliberations regarding the Chief Executive
Officer’s compensation.
MINUTES
The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed
with the minutes of the meetings of the Board of Directors.
REPORTS
The Compensation Committee will report to the Board of Directors on a periodic basis and make such
recommendations with respect to any of the above matters as the Compensation Committee deems necessary or
appropriate.
COMPENSATION
Members of the Compensation Committee shall receive such fees, if any, for their service as committee
members as may be determined by the Board of Directors in its sole discretion. Fees may be paid in such form of
consideration as is determined by the Board of Directors.
DELEGATION OF AUTHORITY
The Compensation Committee may form and delegate authority to subcommittees when appropriate.
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