Pottery Barn 2009 Annual Report Download - page 170

“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.
“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.
“Full Value Award” means a grant of Restricted Stock, a Restricted Stock Unit or a Deferred Stock Award
hereunder.
“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.
“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.
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.
“Participant” means the holder of an outstanding Award granted under the Plan.
“Performance Goals” means the goal(s) (or combined goal(s)) determined by the Administrator (in its
discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the
Performance Goals that may be applicable to an Award may consist of any one or more of the following
objective performance criteria, applied to either the Company as a whole or, except with respect to shareholder
return metrics, to a region, business unit, affiliate or business segment, and measured either on an absolute basis,
a per-share basis or relative to a pre-established target, to a previous period’s results or to a designated
comparison group, and, with respect to financial metrics, which may be determined in accordance with United
States Generally Accepted Accounting Principles (“GAAP”), in accordance with accounting standards
established by the International Accounting Standards Board (“IASB Standards”) or which may be adjusted
when established to exclude any items otherwise includable under GAAP or under IASB Standards: (i) revenue
(on an absolute basis or adjusted for currency effects); (ii) cash flow (including operating cash flow or free cash
flow); (iii) cash position; (iv) earnings (which may include earnings before interest and taxes, earnings before
taxes, net earnings or earnings before interest, taxes, depreciation and amortization); (v) earnings per share;
(vi) gross margin; (vii) net income; (viii) operating expenses or operating expenses as a percentage of revenue;
(ix) operating income or net operating income; (x) return on assets or net assets; (xi) return on equity; (xii) return
on sales; (xiii) total shareholder return; (xiv) stock price; (xv) growth in shareholder value relative to the moving
average of the S&P 500 Index, or another index; (xvi) return on capital; (xvii) return on investment;
(xviii) economic value added; (xix) operating margin; (xx) market share; (xxi) overhead or other expense
reduction; (xxii) credit rating; (xxiii) objective customer indicators; (xxiv) improvements in productivity;
(xxv) attainment of objective operating goals; (xxvi) objective employee metrics; (xxvii) return ratios;
(xxviii) profit; (xxix) objective qualitative milestones; or (xxx) other objective financial or other metrics relating
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