Pottery Barn 2011 Annual Report Download - page 127

Option Exercises and Stock Vested
The following table sets forth information regarding exercises and vesting of equity awards held by our named
executive officers during fiscal 2011:
Option Awards Stock Awards
Number of Shares
Acquired on Exercise (#)
Value Realized on
Exercise ($)(1)
Number of Shares
Acquired on Vesting (#)
Value Realized on
Vesting ($)(2)
Laura J. Alber ............ 100,000 $2,596,800 — —
Sharon L. McCollam ....... — — — —
Patrick J. Connolly ......... — — — —
Richard Harvey ........... 25,000 $ 709,500 4,151 $177,497
Sandra N. Stangl .......... 45,500 $1,200,065 9,675 $413,703
(1) The value realized upon exercise is calculated as the closing price of our stock on the day prior to the
exercise date multiplied by the number of shares exercised.
(2) The value realized upon vesting is calculated as the closing price of our stock on the day prior to the vesting
date multiplied by the number of units vested.
Pension Benefits
None of our named executive officers received any pension benefits during fiscal 2011.
Nonqualified Deferred Compensation
None of our named executive officers have contributed to or received earnings from a company nonqualified
deferred compensation plan during fiscal 2011.
Employment Contracts and Termination of Employment and Change-of-Control Arrangements
We have entered into a management retention agreement with each of Ms. Alber, Ms. McCollam, Mr. Connolly,
Mr. Harvey and Ms. Stangl. As noted above, however, Ms. McCollam retired effective March 6, 2012 and is no
longer covered by a management retention agreement. Each retention agreement has an initial two-year term and
will be automatically extended for one-year following the initial term unless either party provides notice of
non-extension. If we enter into a definitive agreement with a third party providing for a “change of control,” each
retention agreement will be automatically extended for 18 months following the change of control. If within
18 months following a change of control, an executive’s employment is terminated by us without “cause,” or by
the executive for “good reason,” (i) 100% of such executive’s outstanding equity awards, including full value
awards, with performance-based vesting where the payout is a set number or zero depending on whether the
performance metric is obtained, will immediately become fully vested, except that if a full value award has
performance-based vesting and the performance period has not been completed and the number of shares that can
be earned is variable based on the performance level, a pro-rata portion of such executive’s outstanding equity
awards will immediately become fully vested at the target performance level, and (ii) in lieu of continued
employment benefits (other than as required by law), such executive will be entitled to receive payments of
$3,000 per month for 12 months.
In addition, if, within 18 months following a change of control, the executive’s employment is terminated by us
without “cause,” or by the executive for “good reason,” such executive will be entitled to receive (i) severance
equal to 200% of such executive’s base salary as in effect immediately prior to the change of control or such
executive’s termination, whichever is greater, with such severance to be paid over 24 months, and (ii) if such
termination occurs in 2011, an amount equal to 200% of the average annual bonus received in the last 24 months,
or if such termination occurs in 2012 or later, an amount equal to 200% of the average annual bonus received in
the last 36 months, with such severance to be paid over 24 months.
Each executive’s receipt of the severance benefits discussed above is contingent on such executive signing and
not revoking a release of claims against us, such executive’s continued compliance with our Corporate Code of
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