Pottery Barn 2005 Annual Report Download - page 141

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Restricted Stock Unit shall vest, provided, however, that any Awards of Restricted Stock that vest solely on the
basis of continuing employment (or service as a Non-employee Director) shall be subject to a period of vesting
determined by the Administrator; provided, further, that with respect to Restricted Stock Units vesting solely
based on continuing as an Employee or Non-employee Director, they will vest in full no earlier (except if
accelerated pursuant to Section 17 hereof) than the three (3) year anniversary of the grant date; provided, further,
that if vesting is not solely based solely on continuing as an Employee or Non-employee Director, they will vest
in full no earlier (except if accelerated pursuant to Section 17 hereof) than the one (1) year anniversary of the
grant date.
SECTION 10.
DEFERRED STOCK AWARDS
(a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of a right to receive shares of
Stock at the end of a specified deferral period. The Administrator in its sole discretion shall determine the
persons to whom and the time or times at which Deferred Stock Awards will be made, the number of shares of
Stock covered by any Deferred Stock Award, the duration of the period (the “Deferral Period”) prior to which the
Stock will be delivered, and the restrictions and other conditions under which receipt of the Stock will be
deferred and any other terms and conditions of the Deferred Stock Awards. The Administrator may condition a
Deferred Stock Award upon the attainment of specified performance goals by the Participant or by the Company
or a Subsidiary, including a division or department of the Company or a Subsidiary for or within which the
Participant is primarily employed, or upon such other factors or criteria as the Administrator shall determine
provided, however, that with respect to Deferred Stock Awards vesting solely based on continuing as an
Employee or Non-employee Director, the shares of Stock subject to such Award will vest in full no earlier
(except if accelerated pursuant to Section 17 hereof) than the three (3) year anniversary of the grant date;
provided, further, that if vesting is not solely based solely on continuing as an Employee or Non-employee
Director, they will vest in full no earlier (except if accelerated pursuant to Section 17 hereof) than the one (1)
year anniversary of the grant date. The provisions of Deferred Stock Awards need not be the same with respect to
any Participant. The Administrator may make Deferred Stock Awards independent of or in connection with the
granting of any other Award under the Plan.
(b) Terms and Conditions. Deferred Stock Awards shall be subject to the following terms and conditions:
(i) Expiration of Deferral Period. At the expiration of the Deferral Period (or Elective Deferral Period
as defined in Section 10(b)(iv), where applicable), the Administrator shall deliver Stock to the Participant
for the shares of Stock covered by the Deferred Stock Award.
(ii) Rights. Cash dividends with respect to Restricted Stock Deferred Stock Award or Dividend
Equivalent Rights with respect to a Restricted Stock Unit Deferred Stock Award shall be subject to such
vesting and payment terms as are determined by the Administrator.
(iii) Acceleration and Waiver. Based on such factors or criteria as the Administrator may determine,
and subject to the minimum vesting requirements of Section 10(a), the Administrator may provide in the
Award Agreement for the lapse of restrictions, conditions or deferral limitations in installments and may
accelerate the vesting of all or any part of any Deferred Stock Award and waive such remaining restrictions,
conditions or deferral limitations for all or any part of such Deferred Stock Award, subject to the
requirements of Code Section 409A.
(iv) Election. A Participant may elect further to defer receipt of the shares of Stock payable under a
Deferred Stock Award (or an installment thereof) for a specified period or until a specified event (an
“Elective Deferral Period”), subject in each case to the Administrator’s approval, to such terms as are
determined by the Administrator and to the requirements of Code Section 409A.
(c) Rights as a Shareholder. A Participant receiving a Deferred Stock Award shall have the rights of a
shareholder only as to shares actually received by the Participant under the Plan and not with respect to shares
A-11
Exhibits