Pottery Barn 2014 Annual Report Download - page 155

(4) Represents the sum of (i) $14,674,907 for acceleration of vesting of 187,539 restricted stock units and
(ii) $1,739,890 for acceleration of vesting of 46,546 shares underlying outstanding option awards. 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. Does not include any amount for the acceleration of vesting of performance
stock units because the acceleration of any performance stock units remains subject to achievement of the
performance goals, as certified by our Compensation Committee.
(5) Represents the sum of (i) $20,353,216 for acceleration of vesting of 260,105 restricted stock units,
(ii) $1,739,890 for acceleration of vesting of 46,546 shares underlying outstanding option awards and
(iii) $8,754,141 for acceleration of vesting of 111,874 performance stock units. 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.
(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.
For purposes of the employment agreement with Ms. Hayes, “cause” is defined as (i) an act of dishonesty made
by her in connection with her responsibilities as an employee, (ii) Ms. Hayes’ conviction of or plea of nolo
contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude,
(iii) Ms. Hayes’ gross misconduct, (iv) Ms. Hayes’ unauthorized use or disclosure of any proprietary information
or trade secrets of the company or any other party to whom she owes an obligation of nondisclosure as a result of
her relationship with the company, (v) Ms. Hayes’ willful breach of any obligations under any written agreement
or covenant with the company or breach of the company’s Code of Business Conduct and Ethics, or
(vi) Ms. Hayes’ continued failure to perform her employment duties after she has received a written demand of
performance from the chief executive officer which specifically sets forth the factual basis for the chief executive
officers’ belief that she has not substantially performed her duties and has failed to cure such non-performance to
the company’s satisfaction within 30 days after receiving such notice.
For purposes of the employment agreement with Ms. Hayes, “disability” means Ms. Hayes (i) is unable to
engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
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