Pottery Barn 2011 Annual Report Download - page 117

the plan or if required by applicable law or to continue to allow awards to qualify as performance-based
compensation under Section 162(m). By its terms, if approved, the amended and restated 2001 Incentive Bonus
Plan will be effective from March 22, 2012 until January 25, 2017, unless it is re-approved by the company’s
stockholders at or before this time or is earlier terminated by the Board.
What are the awards to be granted to certain individuals and groups?
Awards under the 2001 Incentive Bonus Plan are determined based on actual future performance, so future actual
awards cannot now be determined with certainty. Since our executive officers are eligible to receive awards
under the 2001 Incentive Bonus Plan, our executive officers have an interest in this proposal. Awards were paid
to our named executive officers under the 2001 Incentive Bonus Plan for fiscal 2011 as listed below. No outside
directors are eligible to participate in the plan. The committee may pay bonuses to our named executive officers
outside of the amended and restated 2001 Incentive Bonus Plan for the accomplishment of strategic or other
individual goals, but the company did not do so for fiscal 2011.
Name and Position
Fiscal 2011
Cash Award
Named Executive Officers
Laura J. Alber, Director, President and Chief Executive Officer (PEO) ................... $2,600,000
Sharon L. McCollam, Former Director and Executive Vice President, Chief Operating and
Chief Financial Officer (Former PFO) ........................................... $ —
Patrick J. Connolly, Director and Executive Vice President, Chief Marketing Officer ........ $ 700,000
Richard Harvey, President, Williams-Sonoma Brand .................................. $ 270,000
Sandra N. Stangl, President, Pottery Barn Brand ..................................... $1,200,000
All current executive officers as a group (six persons) ..................................... $4,770,000
All current non-employee directors as a group (eight persons) .............................. $ —
All employees, including all current officers who are not executive officers or directors, as a
group ......................................................................... $ —
TOTAL: ......................................................................... $4,770,000
Why do we recommend that the 2001 Incentive Bonus Plan be amended and restated?
We believe that the amended and restated plan is essential to our continued success. Our employees are our most
valuable assets, and cash bonuses provided under the plan will substantially assist us in continuing to attract and
retain key employees. Such awards also are crucial to our ability to motivate employees to achieve our goals.
What vote is required to approve this proposal?
To approve this proposal, a majority of voting power entitled to vote thereon, present in person or represented by
proxy, at the Annual Meeting must vote “FOR” this proposal.
If approved, when would the amended and restated plan become effective?
The amended and restated plan would be effective from March 22, 2012 until January 25, 2017.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2001 INCENTIVE BONUS
PLAN.
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Proxy