Pottery Barn 2011 Annual Report Download - page 170

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Executive Officer in past years. The Compensation Committee may also solicit input from the other
independent members of the Board of Directors and obtain their agreement prior to making its Chief
Executive Officer compensation determinations. The Compensation Committee’s (and for base salary
adjustments, the Board of Directors’) review and approval of the Chief Executive Officer’s compensation
shall be made without the presence of the Chief Executive Officer.
• Reviewing the performance of executive officers other than the Chief Executive Officer, and reviewing
and approving their total compensation, including base salary, bonus, equity compensation and any other
benefits to be provided to these executive officers. In so doing, the Compensation Committee shall seek
input from the Chief Executive Officer and may also solicit input from the other independent members of
the Board of Directors prior to making its determinations. Such review and approval shall be made
without the presence of the executive officers for whom the compensation determinations are being made.
The Compensation Committee shall update the Board of Directors after making these determinations.
• Reviewing and approving, as appropriate, general compensation goals and guidelines for the Company’s
other employees. The Compensation Committee shall update the Board of Directors after making these
determinations.
• 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.
• Considering the view of stockholders on executive compensation matters, including stockholder
proposals, advisory votes, communications with proxy advisory firms and related matters.
• Assessing on an annual basis potential material risk to the Company from its compensation programs and
policies, including incentive and commission plans at all levels.
• 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 or employee
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.
B-2