Pottery Barn 2009 Annual Report Download - page 180

(ii) If vesting of a Deferred Stock Award granted to an employee is not based solely 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 one (1) year anniversary of the grant date; and
(iii) If vesting of a Deferred Stock Award granted to a Non-employee Director is not based solely on
continuing as a Non-employee Director or employee, the shares of Stock 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.
The provisions of Deferred Stock Awards need not be the same with respect to any Participant. The
Administrator may make Deferred Stock Awards independent of or in connection with the granting of any other
Award under the Plan.
(b) Terms and Conditions. Deferred Stock Awards shall be subject to the following terms and conditions:
(i) Expiration of Deferral Period. At the expiration of the Deferral Period (or Elective Deferral Period
as defined in Section 10(b)(iv), where applicable), the Administrator shall deliver Stock to the Participant
for the shares of Stock covered by the Deferred Stock Award.
(ii) Rights. Cash dividends with respect to Restricted Stock Deferred Stock Award or Dividend
Equivalent Rights with respect to a Restricted Stock Unit Deferred Stock Award shall be subject to such
vesting and payment terms as are determined by the Administrator.
(iii) Acceleration and Waiver. Based on such factors or criteria as the Administrator may determine,
and subject to the minimum vesting requirements of Section 10(a), the Administrator may provide in the
Award Agreement for the lapse of restrictions, conditions or deferral limitations in installments and may
accelerate the vesting of all or any part of any Deferred Stock Award and waive such remaining restrictions,
conditions or deferral limitations for all or any part of such Deferred Stock Award, subject to the
requirements of Code Section 409A.
(iv) Election. A Participant may elect further to defer receipt of the shares of Stock payable under a
Deferred Stock Award (or an installment thereof) for a specified period or until a specified event (an
“Elective Deferral Period”), subject in each case to the Administrator’s approval, to such terms as are
determined by the Administrator and to the requirements of Code Section 409A.
(c) Rights as a Shareholder. A Participant receiving a Deferred Stock Award shall have the rights of a
shareholder only as to shares actually received by the Participant under the Plan and not with respect to shares
subject to the Award but not actually received by the Participant. A Participant shall be entitled to receive a stock
certificate (as described in Section 18(b)) evidencing the acquisition of shares of Stock under a Deferred Stock
Award only upon satisfaction of all conditions specified in the Deferred Stock Award Agreement.
(d) Termination. Except as may otherwise be provided by the Administrator either in the Deferred Stock
Award Agreement or, subject to Section 15 below, in writing after the Deferred Stock Award Agreement is
issued, a Participant’s rights in all Deferred Stock Awards shall automatically terminate upon the Participant’s
termination of employment (or service as a Non-employee Director) with the Company and its Subsidiaries for
any reason.
SECTION 11.
NON-EMPLOYEE DIRECTOR STOCK PROGRAM
Each person who is elected as a Non-employee Director shall be granted on the date of his or her initial
election and annually thereafter on the date of the annual shareholders meeting (so long as the Non-Employee
Director has then been serving as such for at least three months), either (i) a Non-Qualified Stock Option to
acquire such number of shares of Stock as may be determined by the Administrator with an exercise price per
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