Pottery Barn 2014 Annual Report Download - page 163

EQUITY COMPENSATION PLAN INFORMATION
The following table provides information regarding securities authorized for issuance under our equity
compensation plans as of February 1, 2015.
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) ........ 3,579,925 $30.17 4,353,846
Equity compensation plans not
approved by security holders(3) . . . 500 $38.84 —
Total .......................... 3,580,425 $30.17 4,353,846
(1) This reflects our 2001 Long-Term Incentive Plan and includes stock options and stock appreciation rights,
as well as 2,129,919 outstanding restricted stock units.
(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 and the 2001 Long-Term Incentive Plan, the Compensation Committee may delegate to
two or more directors of the Company the authority to make grants and awards to non-executive officers. 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.
The Compensation Committee has delegated to the Incentive Award Committee the authority to grant equity
awards under the company’s 2001 Long-Term Incentive Plan to non-executive officer employees with a
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