Pottery Barn 2008 Annual Report Download - page 119

Grants of Plan-Based Awards
This table sets forth certain information regarding all grants of plan-based awards made to the named executive
officers during fiscal 2008.
Grant
Date
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
All
Other
Stock
Awards;
Number
of Shares
of Stock
or Units
(#)(3)
All Other
Option
Awards;
Number of
Securities
Underlying
Options
(#)(4)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards ($)
Threshold
($)
Target
($)(1)
Maximum
($)(2)
Threshold
($)
Target
($)
Maximum
($)
W. Howard Lester .... — — $975,000 $2,925,000 — — — — — — —
05/02/2008 — — — — — — 35,195 — — $ 332,241(5)
11/07/2008 — — — — — — 425,000 $8.56 $1,335,478
Sharon L. McCollam . . — — $362,500 $2,175,000 — — — — — — —
05/02/2008 — — — — — — 17,579 — — $ 165,946(5)
11/07/2008 — — — — — — — 275,000 $8.56 $ 864,133
Laura J. Alber ....... — — $400,000 $2,400,000 — — — — — — —
05/02/2008 — — — — — — 17,579 — — $ 165,946(5)
11/07/2008 — — — — — — — 230,000 $8.56 $ 722,729
Patrick J. Connolly . . . — — $285,000 $1,710,000 — — — — — — —
05/02/2008 — — — — — — 14,078 — — $ 132,896(5)
11/07/2008 — — — — — — — 160,000 $8.56 $ 502,768
David M. DeMattei . . . — — $337,500 $2,025,000 — — — — — — —
05/02/2008 — — — — — — 17,579 — — $ 165,946(5)
11/07/2008 — — — — — — — 300,000 $8.56 $ 942,690
(1) Target potential payment for each executive pursuant to our established incentive targets. To ensure deductibility under our
shareholder-approved 2001 Incentive Bonus Plan (intended to qualify as performance-based compensation under Internal Revenue
Code Section 162(m)), the Compensation Committee specifies a performance objective in the first quarter of each fiscal year. The
Committee set an earnings per share target of $1.25 as the performance objective for fiscal 2008. On March 18, 2009, the Committee
certified that the performance objective was not achieved for fiscal 2008.
(2) Maximum potential payment pursuant to our 2001 Incentive Bonus Plan is equal to three times the executive’s base salary as of
February 2, 2009, the first day of fiscal 2009. To ensure deductibility under our shareholder-approved 2001 Incentive Bonus Plan
(intended to qualify as performance-based compensation under Internal Revenue Code Section 162(m)), the Compensation Committee
specifies a performance objective in the first quarter of each fiscal year. The Committee set an earnings per share target of $1.25 as the
performance objective for fiscal 2008. On March 18, 2009, the Committee certified that the performance objective was not achieved
for fiscal 2008.
(3) Grants of restricted stock units.
(4) Grants of stock-settled stock appreciation rights.
(5) The awards made on May 2, 2008 were modified on October 28, 2008 to remove a performance-based vesting criterion. The grant date
fair value reflects the modification date fair market value of $9.44. Generally, the full grant date fair value is the amount that the
company would expect to expense on the grant date in its financial statements over the award’s vesting schedule, disregarding
forfeiture assumptions. The fair market value assumptions used in the calculation of these amounts are included in Note I to our
Consolidated Financial Statements which is included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2009.
Please see the section titled “Compensation Discussion and Analysis” for further discussion about the modification of these awards.
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