Pottery Barn 2011 Annual Report Download - page 124

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 2011.
Grant
Date
Compensation
Committee
Approval
Date
Estimated Future
Payouts Under
Non-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
($/Sh)(6)
Closing
Market
Price
on
Date of
Grant
($/Sh)
Grant Date
Fair Value
of Stock
and
Option
Awards
($)
Threshold
($)
Target
($)(1)(2)
Maximum
($)(2)(3)
Laura J. Alber ......... — — — $1,462,500 $2,925,000 — — — — —
4/5/2011 4/2/2011 — — — 67,010 — — — $2,738,699
4/5/2011 4/2/2011 — — — — 186,185 $40.87 $41.60 $2,691,081
Sharon L. McCollam . . . — — — $1,062,500 $2,550,000 — — — — —
4/5/2011 4/2/2011 — — — 21,320 — — — $ 871,348
4/5/2011 4/2/2011 — — — — 59,240 $40.87 $41.60 $ 856,243
Patrick J. Connolly ..... — — — $ 581,400 $1,744,200 — — — — —
4/5/2011 4/2/2011 — — — 15,230 — — — $ 622,450
4/5/2011 4/2/2011 — — — — 42,315 $40.87 $41.60 $ 611,613
Richard Harvey ....... — — — $ 600,000 $1,800,000 — — — — —
4/5/2011 4/2/2011 — — — 16,450 — — — $ 672,312
4/5/2011 4/2/2011 — — — — 45,700 $40.87 $41.60 $ 660,539
Sandra N. Stangl ...... — — — $ 575,000 $1,725,000 — — — — —
4/5/2011 4/2/2011 — — — 18,275 — — — $ 746,899
4/5/2011 4/2/2011 — — — — 50,780 $40.87 $41.60 $ 733,964
(1) Target potential payment for each eligible executive pursuant to our established incentive targets.
(2) To ensure deductibility under our stockholder-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 2011, 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 discretion in determining whether to
reduce bonus amounts from the maximum available under the 2001 Incentive Bonus Plan; the Compensation Committee typically
expects to pay bonuses at target levels if the secondary performance goal is fully met. For fiscal 2011, the Compensation Committee set
the secondary performance goal as an earnings per share target of $2.19 (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 38, in the first quarter of fiscal 2012, the Compensation
Committee determined that the 2001 Incentive Bonus Plan’s primary and secondary performance goals were achieved, but the
Committee elected to apply its discretion in determining to reduce the actual amount to be paid to the eligible executive officers 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
January 31, 2011, the first day of fiscal 2011. If the amendment to our 2001 Incentive Bonus Plan is approved by our stockholders, the
maximum potential payment will be equal to $10,000,000.
(4) Grants of restricted stock units.
(5) Grants of stock-settled stock appreciation rights.
(6) The exercise price of option awards is based on the closing price of our stock on the day prior to the grant date.
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