Pottery Barn 2008 Annual Report Download - page 152

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. No future
awards will be granted from the 2000 Nonqualified Stock Option Plan or the 1993 Stock Option Plan.
SHAREHOLDER PROPOSALS
How can shareholders submit a proposal for inclusion in our Proxy Statement for the 2010 Annual
Meeting?
To be included in our Proxy Statement for the 2010 Annual Meeting of Shareholders, shareholder proposals must
comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934 and be received by our
Secretary at our principal executive offices no later than December 10, 2009.
How can shareholders submit proposals to be raised at the 2010 Annual Meeting that will not be included
in our Proxy Statement for the 2010 Annual Meeting?
To be raised at the 2010 Annual Meeting, shareholder proposals must comply with our Restated Bylaws. Under
our Restated Bylaws, a shareholder must give advance notice to our Secretary of any business, including
nominations of directors for our Board, that the shareholder wishes to raise at our Annual Meeting. To be timely,
the notice must be received by our Secretary not less than 45 days or more than 75 days prior to the first
anniversary of the date of the mailing of proxy materials for the preceding year’s Annual Meeting. Since this
Proxy Statement is being mailed to you on or about April 9, 2009, shareholder proposals must be received by our
Secretary at our principal executive offices between January 24, 2010 and February 23, 2010 in order to be raised
at our 2010 Annual Meeting.
What if the date of the 2010 Annual Meeting changes by more than 30 days from the anniversary of this
year’s Annual Meeting?
Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, if the date of the 2009 Annual Meeting
changes by more than 30 days from the anniversary of this year’s Annual Meeting, to be included in our Proxy
Statement, shareholder proposals must be received by us within a reasonable time before our solicitation is made.
Under our Restated Bylaws, if the date of the 2010 Annual Meeting changes by more than 30 days from the
anniversary of this year’s Annual Meeting, shareholder proposals to be brought before the 2010 Annual Meeting
must be delivered not later than the close of business on the later of the 90th day prior to the 2010 Annual
Meeting and the 10th day following the day on which public announcement of the date of such meeting is first
made by us.
What if the number of directors to be elected to our Board is increased?
In the event that the number of directors to be elected to our Board is increased and there is no public
announcement naming all of the nominees for director or specifying the size of the increased Board at least 55
days prior to the anniversary date of this year’s Annual Meeting, or March 28, 2010, a notice shall also be
considered timely, but only with respect to nominees for any new positions created by such increase, if it is
delivered no later than the close of business on the 10th day following the day on which we first make such public
announcement.
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