Pottery Barn 2009 Annual Report Download - page 182

SECTION 14.
TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or
from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or for any other purpose approved by the
Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the
written policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides
in writing.
SECTION 15.
AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan, and the Administrator may, at any time, subject
to the terms of the Plan, amend or cancel any outstanding Award for the purpose of satisfying changes in law or
for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award
without the holder’s written consent. If and to the extent determined by the Administrator to be required by
(a) the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the
Code or ensure that compensation earned under Awards granted under the Plan qualify as performance-based
compensation under Section 162(m) of the Code, if and to the extent intended to so qualify, or (b) the rules of the
New York Stock Exchange, Plan amendments shall be subject to approval by the Company’s shareholders
entitled to vote at a meeting of shareholders. Nothing in this Section 15 shall limit the Board’s authority to take
any action permitted pursuant to Section 3(c) or 3(d).
SECTION 16.
STATUS OF PLAN
Unless the Administrator shall otherwise expressly determine in writing, with respect to the portion of any
Award which has not been exercised and any payments in Stock not received by a Participant, a Participant shall
have no rights greater than those of a general creditor of the Company. In its sole discretion, the Administrator
may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or
make payments with respect to Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.
SECTION 17.
MERGER & SIMILAR TRANSACTION PROVISIONS
In contemplation of and subject to the consummation of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding shares of Stock are exchanged for securities,
cash or other property of an unrelated corporation or business entity or in the event of a liquidation or dissolution
of the Company or in the case of a corporate reorganization of the Company (in each case, a “Transaction”), the
Board, or the board of directors of any corporation or other entity assuming the obligations of the Company, may,
in its discretion, take any one or more of the following actions, as to outstanding Awards: (i) provide that such
Awards shall be assumed or equivalent awards shall be substituted, by the acquiring or succeeding corporation or
other entity (or an affiliate thereof), and/or (ii) upon written notice to the Participants, provide that all Awards
will terminate immediately prior to the consummation of the Transaction. In the event that, pursuant to clause (ii)
above, Awards will terminate immediately prior to the consummation of the Transaction, all outstanding Awards
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