Pottery Barn 2013 Annual Report Download - page 142

The following table describes the payments and/or benefits which would have been owed by us to Ms. Alber as
of February 2, 2014 if her employment had been terminated in various situations.
Compensation and Benefits
For Good
Reason
Involuntary
Without Cause
Change-of-
Control Death Disability
Base Salary(1) ............ $ 2,600,000 $ 2,600,000 $ 2,600,000 $ 2,600,000(2) $ 2,600,000(2)
Bonus Payment(3) ......... $ 5,433,333 $ 5,433,333 $ 5,433,333 $ 5,433,333(2) $ 5,433,333(2)
Equity Awards ............ $24,073,976(4) $24,073,976(4) $35,603,865(5) $24,073,976(4) $24,073,976(4)
Health Care Benefits(6) ..... $ 54,000 $ 54,000 $ 36,000 $ 54,000 $ 54,000
(1) Represents 200%, or 24 months, of Ms. Alber’s base salary as of February 2, 2014.
(2) Will be reduced by the amount of any payments Ms. Alber receives through company-paid insurance
policies.
(3) Represents 200% of the average annual bonus received by Ms. Alber in the 36-month period prior to
February 2, 2014.
(4) Represents the sum of (i) $21,463,270 for acceleration of vesting of 393,677 restricted stock units and
(ii) $2,610,706 for acceleration of vesting of 143,092 shares underlying outstanding option awards. Value is
based on a stock price of $54.52, the closing price of our common stock on January 31, 2014, the last
business day of fiscal 2013.
(5) Represents the sum of (i) $32,993,159 for acceleration of vesting of 605,157 restricted stock units and
(ii) $2,610,706 for acceleration of vesting of 143,092 shares underlying outstanding option awards. Value is
based on a stock price of $54.52, the closing price of our common stock on January 31, 2014, the last
business day of fiscal 2013.
(6) Based on a monthly payment of $3,000 to be paid by the company for 18 months or 12 months, as
applicable, in lieu of continued employment benefits.
Janet M. Hayes
We entered into an employment agreement with Janet M. Hayes, effective as of August 9, 2013, in connection
with her appointment as President, Williams-Sonoma Brand. The agreement has an initial term through May 3,
2015. The agreement provides that Ms. Hayes shall receive a base salary of $760,000 per year and a bonus for
fiscal 2013 of at least $700,000, subject to the company’s achievement of target EPS under the company’s Bonus
Plan.
If we terminate Ms. Hayes’ employment without “cause,” if she terminates her employment with us for “good
reason,” or if her employment is terminated due to her death or “disability,” she will be entitled to receive
(i) severance equal to 12 months of her base salary to be paid over 12 months, (ii) a lump sum payment equal to
100% of the average annual bonus received by her in the last 36 months prior to the termination, (iii) in lieu of
continued employment benefits (other than as required by law), payments of $3,000 per month for 18 months, and
(iv) accelerated vesting of her then-outstanding equity awards that vest solely based upon Ms. Hayes’ continued
service by up to an additional 18 months’ of vesting credit, and equity awards subject to performance-based
vesting will remain outstanding through the date upon which the achievement of the applicable performance
milestones are certified with such awards paid out, subject to the attainment of the applicable performance
milestones, to the same extent and at the same time as if Ms. Hayes had remained employed through the 18-month
anniversary of her termination date. Ms. Hayes’ receipt of the severance benefits discussed above is contingent on
her signing and not revoking a release of claims against us, her continued compliance with our Code of Business
Conduct and Ethics (including its provisions relating to confidential information and non-solicitation), her not
accepting employment with one of our competitors, and her continued non-disparagement of us.
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