Pottery Barn 2014 Annual Report Download - page 121

option or stock appreciation right having an exercise price that exceeds the fair market value of the underlying
stock in exchange for a new award (including a stock option or stock appreciation right), cash, other
consideration, or a combination thereof, without prior consent from our stockholders.
Recoupment of Awards
Under the plan, awards are subject to recoupment in accordance with applicable law and any recoupment policy
adopted by us from time to time.
Specific Benefits Granted under the Amended and Restated Incentive Plan
The amount and timing of awards granted under the plan are determined in the sole discretion of the committee
and therefore cannot be determined in advance. Except for the automatic grants to non-employee directors,
described above, the future awards that would be received under the plan by executive officers and other
employees are discretionary and are therefore not determinable at this time. If the proposed amendment of the
plan had been in effect for our fiscal year ended February 1, 2015, we do not expect that the number of shares
granted to participants under the plan during that year would have been materially different than the number of
shares granted as set forth in the table below. The primary changes to the amended and restated Incentive Plan
that will be made pursuant to this proposal include an increase to the shares issuable under the plan by 6,550,000
shares and an extension of the term of the plan to 2025. We also are asking stockholders to approve the material
terms of the plan.
The following table sets forth information as of February 1, 2015 with respect to awards granted during fiscal
2014 under the 2001 Long-Term Incentive Plan to the individuals and groups specified below.
Williams-Sonoma, Inc. 2001 Long-Term Incentive Plan
Options Stock Appreciation Rights
Restricted Stock or
Restricted Stock Units
Name and Position
# of Shares
Subject to
Options
Granted (#)
Average
Exercise
Price ($)
# of Shares
Subject to
SARs
Granted (#)
Average
Exercise Price
($)
#of
Shares/Units
Granted (#)
Dollar
Value ($)(1)
Named Executive Officers:
Laura J. Alber .................. — — — — 159,820(2) $12,505,915
Julie P. Whalen ................. — — — — 28,767(3) $ 2,251,018
Sandra N. Stangl ................ — — — — 59,133(4) $ 4,627,157
Janet M. Hayes ................. — — — — 39,955(5) $ 3,126,479
Patrick J. Connolly .............. — — — — 21,287(6) $ 1,665,708
All current executive officers as a
group (six persons) .............. — — — — 320,149 $25,051,660
All current non-employee directors as a
group (eight persons) ............ — — — — 20,083 $ 1,571,495
Each other person who has received
more than 5% of the options,
warrants or other rights under the
plan .......................... — — — — — —
All employees, including all current
officers who are not executive
officers or directors, as a group (646
persons) ....................... — — — — 624,985 $48,905,076
TOTAL: ........................ — — — — 965,217 $75,528,231
(1) Value is based on a stock price of $78.25, the closing price of our common stock on January 30, 2015, the
last business day of fiscal 2014.
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