Pottery Barn 2010 Annual Report Download - page 148

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 2010.
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
(#)(4)
All Other
Option
Awards;
Number of
Securities
Underlying
Options
(#)(5)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock and
Option
Awards ($)
Threshold
($)
Target
($)(1)(2)
Maximum
($)(2)(3)
Threshold
($)
Target
($)
Maximum
($)
Laura J. Alber ....... — — $1,462,500 $2,400,000 — — — — — — —
3/25/2010 — — — — — — 280,000 — — $7,761,600
3/25/2010 — — — — — — — 200,000 $27.72 $2,032,940
W. Howard Lester .... 5/26/2010 — — — — — — 125,000(6) — — $7,287,500(7)
Sharon L. McCollam . . — — $1,062,500 $2,175,000 — — — — — — —
3/25/2010 — — — — — — 210,000 — — $5,821,200
3/25/2010 — — — — — — — 150,000 $27.72 $1,524,705
Patrick J. Connolly . . . — — $ 436,050 $1,710,000 — — — — — — —
3/25/2010 — — — — — — 11,250 — — $ 311,850
3/25/2010 — — — — — — — 9,375 $27.72 $ 95,294
Richard Harvey ...... — — $ 450,000 $1,575,000 — — — — — — —
3/25/2010 — — — — — — 25,000 — — $ 693,000
Seth R. Jaffe ........ — — $ 229,500 $1,125,000 — — — — — — —
3/25/2010 — — — — — — 10,750 — — $ 297,990
(1) Target potential payment for each eligible executive pursuant to our established incentive targets.
(2) To ensure deductibility under our shareholder-approved 2001 Incentive Bonus Plan (intended to qualify as performance-based
compensation under Internal Revenue Code Section 162(m)), the Compensation Committee specified a primary performance goal. For
fiscal 2010, the Compensation Committee established the primary performance goal for the 2001 Incentive Bonus Plan as positive net
cash provided by operating activities (excluding any non-recurring charges) as provided on the company’s consolidated statements of
cash flows. The Compensation Committee also set a secondary performance goal to guide its use of negative discretion; the
Compensation Committee typically expects to pay bonuses at target levels only if the secondary performance goal is fully met. For fiscal
2010, the Compensation Committee set the secondary performance goal as an earnings per share target of $1.24 (excluding store
impairments and other extraordinary non-recurring charges, and including any amounts payable to covered employees under the 2001
Incentive Bonus Plan). As further described in the Compensation Discussion and Analysis beginning on page 64, in the first quarter of
fiscal 2011, the Compensation Committee determined that the 2001 Incentive Bonus Plan’s primary and secondary performance goals
were achieved, but the Committee elected to apply negative discretion in determining the actual amount to be paid to the eligible
executive officers, other than with respect to the bonus awarded to Ms. Alber, our Chief Executive Officer and President, under the 2001
Incentive Bonus Plan.
(3) Maximum potential payment pursuant to our 2001 Incentive Bonus Plan is equal to three times the eligible executive’s base salary as of
February 1, 2010, the first day of fiscal 2010.
(4) Grants of restricted stock units.
(5) Grants of stock-settled stock appreciation rights.
(6) Represents an award to receive restricted stock units and cash units made on May 26, 2010, in exchange for consulting services provided
by Mr. Lester pursuant to the Retirement and Consulting Agreement entered into in connection with his retirement.
(7) Represents the grant date fair value of an award to receive restricted stock units and cash units made on May 26, 2010, in exchange for
consulting services provided by Mr. Lester pursuant to the Retirement and Consulting Agreement entered into in connection with his
retirement. Each unit of the award entitled Mr. Lester to receive one share of the company’s common stock and a cash payment equal to
the fair market value of one share of the company’s common stock on the applicable vesting date. The units vested in monthly
installments throughout the period over which Mr. Lester provided such consulting services. The Retirement and Consulting Agreement
provided for the cash to be paid and the shares underlying such award to be issued on December 31 of each year. Upon Mr. Lester’s
death in November 2010, a total of 20,835 restricted stock and cash units had vested, which entitled Mr. Lester’s estate to receive
(i) 20,835 shares, with a fair market value on the date prior to issuance of $751,518, and (ii) a cash payment equal to $592,839, which
represents the fair market value of each vested share on the applicable vesting date. The remainder of such award was automatically
forfeited upon Mr. Lester’s death. Please see the section titled “Employment Contracts and Termination of Employment and
Change-of-Control Arrangements” beginning on page 56 for further discussion about this award.
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