Pottery Barn 2005 Annual Report Download - page 132

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“Committee” means the Committee of the Board referred to in Section 2.
“Company” means Williams-Sonoma, Inc., a California corporation, and any successor thereto.
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
“Deferred Stock Award” means an Award granted pursuant to Section 10.
“Dividend Equivalent” means a credit, payable in cash, made at the discretion of the Administrator, to the
account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented
by an Award held by such Participant.
“Earnings Per Share” means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided
by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed
outstanding, determined in accordance with generally accepted accounting principles.
“Effective Date” means the date of the Company’s 2006 annual shareholders meeting.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Fair Market Value” means, as of any date, the closing sales price for a share of Stock (or the closing bid, if
no sales are reported) as quoted on the New York Stock Exchange on the last market trading day prior to the day
of determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable,
or, if the shares of Stock cease to be traded on the New York Stock Exchange, the value which the Administrator
determines most closely reflects the fair market value of the shares.
“Fiscal Year” means a fiscal year of the Company.
“Incentive Stock Option” means any Stock Option that is intended to qualify as, and is designated in writing
in the related Option Award agreement as intending to constitute, an “incentive stock option” as defined in
Section 422 of the Code.
“Net Income” means as to any Fiscal Year, the income after taxes of the Company or a business unit for the
Fiscal Year determined in accordance with generally accepted accounting principles, provided that prior to the
Fiscal Year, the Administrator shall determine whether any significant item(s) shall be included or excluded from
the calculation of Net Income with respect to one or more Participants.
“Non-employee Director” means a member of the Board who is not also an employee of the Company or
any Subsidiary.
“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.
“Operating Cash Flow” means the Company’s or a business unit’s sum of Net Income plus depreciation and
amortization less capital expenditures plus changes in working capital comprised of accounts receivable,
inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance payments
from customers and long-term accrued expenses, determined in accordance with generally acceptable accounting
principles.
“Operating Income” means the Company’s or a business unit’s income from operations but excluding any
unusual items, determined in accordance with generally accepted accounting principles.
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.
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