Pottery Barn 2009 Annual Report Download - page 118

What happens in the event of a merger or similar transaction?
In the event that we (i) consummate a merger or consolidation with another corporation, (ii) sell all or
substantially all of our assets, (iii) reorganize, (iv) liquidate, or (v) dissolve, the committee may, in its discretion,
provide that outstanding awards will be assumed or substituted for by the successor corporation or provide that
all outstanding awards will accelerate vesting and terminate immediately prior to the consummation of the
transaction. In the event of the acceleration and termination of awards in lieu of assumption or substitution,
awards other than options and stock appreciation rights will be settled in kind in an amount determined by the
committee after taking into consideration the amount per share received by shareholders in the transaction (that
is, the transaction price). Under such circumstances, options and stock appreciation rights will be settled in kind
in an amount per share equal to the transaction price minus the aggregate exercise price of such options or stock
appreciation rights.
Can awards be transferred by the participant?
Incentive stock options are not transferable, other than by will or by the applicable laws of descent and
distribution. Unless otherwise determined by the committee, other awards (including nonqualified stock options)
granted under the plan will not be transferable other than by will or by the applicable laws of descent and
distribution.
What are the federal tax consequences to participants as a result of receiving an award under the plan?
The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers
resulting from awards granted under the plan. Tax consequences for any particular individual may be different.
Nonqualified Stock Options
No taxable income generally is reportable when a nonqualified stock option is granted to a participant. Upon
exercise, the participant generally will recognize ordinary income in an amount equal to the difference between
the fair market value of the purchased shares on the exercise date and the exercise price of the option. Any
additional gain or loss recognized upon any later disposition of the shares would be a capital gain or loss. As a
result of Section 409A of the Internal Revenue Code, or Section 409A, however, nonqualified stock options
granted with an exercise price below the fair market value of the underlying stock may be taxable to participants
before exercise of an award, and may be subject to additional taxes under Section 409A and comparable state
laws.
Incentive Stock Options
No taxable income is reportable when an incentive stock option is granted or exercised, unless the alternative
minimum tax, or AMT, rules apply, in which case AMT taxation will occur in the year of exercise. If the
participant exercises the option and then later sells or otherwise disposes of the shares more than two years after
the grant date and more than one year after the exercise date, the difference between the sale price and the
exercise price will be taxed as a capital gain or loss. If the participant exercises the option and then later sells or
otherwise disposes of the shares before the end of the two or one year holding periods described above, the
participant generally will have ordinary income at the time of the sale equal to the difference between the fair
market value of the shares on the exercise date, or the sale price, if less, and the exercise price of the option. Any
additional gain or loss generally will be taxable at long-term or short-term capital gain rates, depending on
whether the participant has held the shares for more than one year.
Restricted Stock
A participant will not recognize taxable income upon the grant of restricted stock unless the participant elects to
be taxed at that time. Instead, a participant generally will recognize ordinary income at the time of vesting equal
to the difference between the fair market value of the shares on the vesting date and the amount, if any, paid for
the shares. However, the recipient of a restricted stock award may elect, through a filing with the Internal
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