Pottery Barn 2005 Annual Report Download - page 142

subject to the Award but not actually received by the Participant. A Participant shall be entitled to receive a stock
certificate (as described in Section 18(b)) evidencing the acquisition of shares of Stock under a Deferred Stock
Award only upon satisfaction of all conditions specified in the Deferred Stock Award Agreement.
(d) Termination. Except as may otherwise be provided by the Administrator either in the Deferred Stock
Award Agreement or, subject to Section 15 below, in writing after the Deferred Stock Award Agreement is
issued, a Participant’s rights in all Deferred Stock Awards shall automatically terminate upon the Participant’s
termination of employment (or service as a Non-employee Director) with the Company and its Subsidiaries for
any reason.
SECTION 11.
NON-EMPLOYEE DIRECTOR STOCK PROGRAM
Each person who is elected as a Non-employee Director shall be granted, on the date of his or her initial
election and annually thereafter on the date of the annual shareholders meeting (so long as the Non-Employee
Director has then been serving as such for at least three months), either (i) a Non-Qualified Stock Option to
acquire such number of shares of Stock as may be determined by the Administrator with an exercise price per
share for the Stock covered by such Stock Option at least equal to the Fair Market Value on the date as of which
the Stock Option is granted, or (ii) another Plan Award, as determined by the Administrator in its sole discretion.
Such Awards shall vest and be payable and shall be subject to such other terms and conditions as may be
determined by the Administrator. Stock Options and Stock Appreciation Rights granted under this Section 11
may be exercised only by written notice to the Company specifying the number of shares to be purchased. For
Stock Options, payment of the full purchase price of the shares to be purchased may be made by one or more of
the methods specified in Section 6(a)(iv). A Participant shall have the rights of a shareholder only as to shares
acquired upon the exercise of a Stock Option or Stock Appreciation Right and not as to unexercised Stock
Options or Stock Appreciation Rights or to shares of Stock subject to other Awards that have not been delivered
to the Participant.
SECTION 12.
TRANSFERABILITY; NO REPRICING
(a) Incentive Stock Options. Incentive Stock Options shall not be transferable by the optionee other than by
will or by the laws of descent and distribution and all Incentive Stock Options shall be exercisable, during the
optionee’s lifetime, only by the optionee.
(b) Other Awards. Subject to the approval of the Administrator, in its sole discretion, a Participant may
transfer his or her vested Awards (other than Incentive Stock Options), but only without receiving any
consideration for the transfer, to members of his or her family or to trusts for the benefit of such family members
or to such other transferees as are permitted under a U.S. Securities & Exchange Commission Form S-8
registration statement, provided that the transferee agrees in writing with the Company to be bound by all of the
terms and conditions of this Plan and the applicable Award Agreement.
(c) No Repricing. The exercise price for the Stock to be issued pursuant to an already granted Award may
not be lowered without the prior consent of the Company’s shareholders. This shall include, without limitation, a
repricing of the Award as well as an exchange program whereby the Participant agrees to cancel an existing
Award in exchange for another Award.
SECTION 13.
TAX WITHHOLDING
(a) Payment by Participant. Each Participant shall, no later than the date as of which the value of an Award
or of any Stock or other amounts received thereunder first becomes includable in the gross income of the
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