Pottery Barn 2013 Annual Report Download - page 150

EQUITY COMPENSATION PLAN INFORMATION
The following table provides information regarding securities authorized for issuance under our equity
compensation plans as of February 2, 2014.
Plan category
Number of Securities to
be Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
Number of Securities
Remaining Available for Future
Issuance Under Equity
Compensation Plans (Excluding
Securities Reflected in
Column (a))
(c)
Equity compensation plans approved
by security holders(1)(2) .......... 5,159,701 $30.02 6,164,080
Equity compensation plans not
approved by security holders(3) .... 2,200 $38.84 —
Total ........................... 5,161,901 $30.03 6,164,080
(1) This reflects our 1993 Stock Option Plan and 2001 Long-Term Incentive Plan and includes stock options
and stock appreciation rights, as well as 3,079,651 outstanding restricted stock units granted pursuant to
the 2001 Long-Term Incentive Plan.
(2) The weighted average exercise price calculation does not take into account any restricted stock units as
they have no purchase price.
(3) This reflects our 2000 Nonqualified Stock Option Plan, or the 2000 Plan, and includes only stock options.
We ceased making awards under the 2000 Plan in May 2005, and no future awards will be granted from
the 2000 Plan. In July 2000, our Compensation Committee approved the 2000 Plan. The 2000 Plan
provides for the grant of nonqualified stock options to employees who are not officers or members of our
Board, and persons who have accepted employment and actually become employees within 120 days of
such acceptance. The plan administrator determines when options granted under the 2000 Plan may be
exercised, except that no options may be exercised less than six months after grant, except in the case of
the death or disability of the optionee. Options granted under the 2000 Plan have an exercise price equal to
100% of the fair market value of the shares underlying the option on the date of grant. The 2000 Plan
permits options to be exercised with cash, check, certain other shares of our common stock, consideration
received by us under “cashless exercise” programs or, if permitted by the plan administrator, promissory
notes. In the event that we dissolve, liquidate, reorganize, merge or consolidate with one or more
corporations as a result of which we are not the surviving corporation, or we sell substantially all of our
assets or more than 80% of our then-outstanding stock, the 2000 Plan provides that the plan administrator
will provide for one or more of the following: (i) each outstanding option will fully vest and become
exercisable; (ii) the successor will assume or substitute for the options; (iii) the 2000 Plan will continue; or
(iv) each outstanding option will be exchanged for a payment in cash or shares equal to the excess of the
fair market value of our common stock over the exercise price.
Incentive Award Committee
Pursuant to its charter, the Compensation Committee may form and delegate authority to subcommittees. The
Compensation Committee does not delegate any of its authority with respect to executive officers and non-
employee directors of the company. However, the Compensation Committee has appointed an Incentive Award
Committee consisting of two of the company’s directors, Laura J. Alber and Patrick J. Connolly. The
Compensation Committee also delegated to Adrian D.P. Bellamy, the Chairman of the Compensation
Committee, and Laura J. Alber the authority to grant equity to certain non-executive employees within a stated
budget in connection with the company’s annual equity grant.
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