Pottery Barn 2009 Annual Report Download - page 179

service as a Non-employee Director) with the Company and its Subsidiaries terminates for any reason, the
Restricted Stock Unit, to the extent not then vested, shall be forfeited.
(d) Vesting of Restricted Stock Unit. The Administrator at the time of grant shall specify the date or dates
and/or the attainment of pre-established performance goals, objectives and other conditions on which the
Restricted Stock Unit shall vest, provided, however, that any Awards of Restricted Stock that vest solely on the
basis of continuing employment (or service as a Non-employee Director) shall be subject to a period of vesting
determined by the Administrator.
Notwithstanding the foregoing, and except in connection with a transaction described in Section 17 hereof
(including upon the occurrence of an additional or subsequent event) or upon or in connection with a
Participant’s death, Disability (as defined in the Plan or relevant Award Agreement) or retirement, and except as
permitted by Section 2(d) hereof:
(i) With respect to Restricted Stock Units vesting solely based on continuing as an employee or
Non-employee Director, the Restricted Stock Units subject to such Award will vest in full no earlier than the
three (3) year anniversary of the grant date. Notwithstanding the foregoing, if Restricted Stock Units subject
to such an Award are granted in exchange for the Participant’s agreement to cancel another Award under an
exchange program approved by the Company’s shareholders at the 2008 annual meeting of the Company’s
shareholders, then the Participant may receive credit against this three (3)-year vesting requirement for the
amounts that had vested under the cancelled Award;
(ii) If vesting of a Restricted Stock Unit Award granted to an employee is not based solely on
continuing as an employee or Non-employee Director, the Restricted Stock Units subject to such Award will
vest in full no earlier than the one (1) year anniversary of the grant date;
(iii) If vesting of a Restricted Stock Unit Award granted to a Non-employee Director is not based solely
on continuing as a Non-employee Director or Employee, the Restricted Stock Units subject to such Award
will vest in full no earlier than the earlier of: (A) the date that is one (1) day prior to the date of the annual
meeting of the Company’s shareholders next following the grant date (approximately one (1) year from the
grant date), or (B) the one (1) year anniversary of the grant date.
SECTION 10.
DEFERRED STOCK AWARDS
(a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of a right to receive shares of
Stock at the end of a specified deferral period. The Administrator in its sole discretion shall determine the
persons to whom and the time or times at which Deferred Stock Awards will be made, the number of shares of
Stock covered by any Deferred Stock Award, the duration of the period (the “Deferral Period”) prior to which the
Stock will be delivered, and the restrictions and other conditions under which receipt of the Stock will be
deferred and any other terms and conditions of the Deferred Stock Awards. The Administrator may condition a
Deferred Stock Award upon the attainment of specified performance goals by the Participant or by the Company
or a Subsidiary, including a division or department of the Company or a Subsidiary for or within which the
Participant is primarily employed, or upon such other factors or criteria as the Administrator shall determine.
Notwithstanding the foregoing, and except in connection with a transaction described in Section 17 hereof
(including upon the occurrence of an additional or subsequent event) or upon or in connection with a
Participant’s death, Disability (as defined in the Plan or relevant Award Agreement) or retirement, and except as
permitted by Section 2(d) hereof:
(i) With respect to Deferred Stock Awards vesting solely based on continuing as an employee or
Non-employee Director, the shares of Stock subject to such Award will vest in full no earlier than the
three (3) year anniversary of the grant date;
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Exhibits