Pottery Barn 2009 Annual Report Download - page 183

shall vest 100% immediately prior to their termination. Moreover, in such event, all Awards, other than Options
and SARs, shall be fully settled in kind, at such appropriate consideration as determined by the Administrator in
its sole discretion after taking into account any and all consideration payable per share of Stock pursuant to the
Transaction (the “Transaction Price”) and all Stock Options and SARs shall be fully settled in kind in an amount
equal to the difference between (A) the Transaction Price times the number of shares of Stock subject to such
outstanding Stock Options or SARs (to the extent then exercisable at prices not in excess of the Transaction
Price) and (B) the aggregate exercise price of all such outstanding Stock Options and SARs. In the event of a
Transaction that qualifies as a change in the ownership or effective control of the Company under Code
Section 409A or the proposed or final Treasury Regulations thereunder, as applicable, any outstanding Deferred
Stock Awards shall be paid out to the Participant, to the extent then vested, upon the date of such Transaction.
SECTION 18.
GENERAL PROVISIONS
(a) No Distribution; Compliance with Legal Requirements. The Administrator may require each person
acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof. No shares of Stock shall be issued pursuant to an
Award until all Applicable Laws have been satisfied. The Administrator may require the placing of such stop-
orders and restrictive legends on certificates for Stock (as described in Section 18(b) below) as it deems
appropriate.
(b) Stock Certificates. To the extent the Company uses certificates to represent shares of Stock, certificates
to be delivered to Participants under this Plan shall be deemed delivered for all purposes when the Company or a
stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to
the Participant, at the Participant’s last known address on file with the Company. Any reference in this
Section 18(b) or elsewhere in the Plan to actual stock certificates and/or the delivery of actual stock certificates
shall be deemed satisfied by the electronic record-keeping and electronic delivery of shares of Stock or other
mechanism then utilized by the Company and its agents for reflecting ownership of such shares.
(c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall
prevent the Board from adopting other or additional compensation arrangements, including trusts, and such
arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan
and the grant of Awards shall not confer upon any individual any right to continued employment or service as a
director with the Company or any Subsidiary and shall not interfere in any way with the right of the Company or
any Subsidiary to terminate the employment of any of its employees at any time, with or without cause or notice.
(d) Trading Policy Restrictions. Awards and related transactions under the Plan shall be subject to such
Company insider-trading-policy-related restrictions, terms and conditions as may be established by the
Administrator, or in accordance with policies set by the Administrator, from time to time.
SECTION 19.
GOVERNING LAW
This Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance
with, the laws of the State of California, applied without regard to conflict of law principles.
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Exhibits