Pottery Barn 2009 Annual Report Download - page 171

to the progress of the Company or to a Subsidiary, division or department thereof. The Performance Goals may
differ from Participant to Participant and from Award to Award.
“Plan” means this 2001 Long-Term Incentive Plan, as amended and restated on May 26, 2010.
“Restricted Stock” means an Award granted pursuant to Section 8.
“Restricted Stock Unit” means an Award granted pursuant to Section 9.
“Retirement” means termination of employment (with respect to employees) or service (with respect to
Non-employee Directors) on or after having attained at least 55 years of age and at least ten (10) years of
completed service with the Company or its Subsidiaries.
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, and any future regulation amending,
supplementing or superseding such regulation.
“Stock” means the common stock, $.01 par value per share, of the Company, subject to adjustments
pursuant to Section 3.
“Stock Appreciation Right” or “SAR” means a stock-settled stock appreciation right granted pursuant to
Section 7.
“Stock Option” means any option to purchase shares of Stock granted pursuant to Section 6 or previously
granted under this Plan prior to its 2004 amendment and restatement.
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.
SECTION 2.
ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY
TO SELECT PARTICIPANTS AND DETERMINE AWARDS
(a) Committee. The Plan shall be administered by a committee of not fewer than two (2) Non-employee
Directors (the “Administrator”). To the extent desirable to qualify transactions hereunder as exempt under
Rule 16b-3, each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-
3(b)(3)(i) promulgated under the Exchange Act, or any successor definition. To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within
the meaning of Section 162(m) of the Code, each member of the Committee shall also be an “outside director”
within the meaning of Section 162(m) of the Code and the regulations (including temporary and proposed
regulations) promulgated thereunder. In addition, each member of the Committee shall meet the then applicable
requirements and criteria of the New York Stock Exchange (or other market on which the Stock then trades) for
qualification as an “independent director.”
(b) Delegation by the Administrator. The Administrator, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to two or
more Directors of the Company; provided, however, that the Administrator may not delegate its authority and
powers (a) with respect to any person who, with respect to the Stock, is subject to Section 16 of the Exchange
Act, or (b) in any way which would jeopardize the Plan’s qualification under Applicable Laws.
(c) Powers of Administrator. The Administrator shall have the power and authority to grant Awards
consistent with the terms of the Plan, including the power and authority:
(i) to select the individuals to whom Awards may from time to time be granted;
A-3
Exhibits