Pottery Barn 2010 Annual Report Download - page 193

3.2 W-S Delaware Common Stock. Upon the Effective Date, each share of W-S Delaware Common Stock
issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by W-S
Delaware, or the holder of such shares or any other person, be cancelled and returned to the status of authorized
and unissued shares of W-S Delaware Common Stock, without any consideration being delivered in respect
thereof.
3.3 Exchange of Certificates. After the Effective Date, each holder of an outstanding certificate representing
shares of W-S California Common Stock may, at such shareholder’s option, surrender the same for cancellation
to an exchange agent designated by the Surviving Corporation (the “Exchange Agent”), and each such holder
shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of
W-S Delaware Common Stock into which the shares formerly representing by the surrendered certificate were
converted as herein provided. Until so surrendered, each certificate representing shares of W-S California
Common Stock outstanding immediately prior to the Effective Date shall be deemed for all purposes, from and
after the Effective Date, to represent the number of shares of W-S Delaware Common Stock into which such
shares of W-S California Common Stock were converted in the Merger.
The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any
shares of stock represented by such certificate shall, until such certificate shall have been surrendered for transfer
or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be
entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions
upon the shares of W-S Delaware Common Stock represented by such certificate as provided above.
Each certificate representing shares of W-S Delaware Common Stock so issued in the Merger shall bear the
same legends, if any, with respect to the restrictions on transferability as the certificate of W-S California so
converted and given in exchange therefor, unless otherwise determined by the Board of Directors of the
Surviving Corporation in compliance with applicable laws.
3.4 W-S California Equity Incentive Plans
(a) Upon the Effective Date, the Surviving Corporation shall assume and continue any and all stock option,
stock incentive, employee benefit and other equity-based award plans heretofore adopted by W-S California
(collectively, the “Plans”). Each outstanding and unexercised option, warrant or right to purchase or receive, or
security convertible into, W-S California Common Stock shall become an option, warrant or right to purchase or
receive, or security convertible into, W-S Delaware Common Stock on the basis of one (1) share of W-S
Delaware Common Stock for each share of W-S California Common Stock issuable pursuant to any such option,
warrant or right to purchase or receive, or convertible security, on the same terms and conditions and at an
exercise price per share equal to the exercise price per share applicable to any such option, warrant or right to
purchase or receive, or security convertible into, W-S California Common Stock at the Effective Date. No other
changes in the terms and conditions of such options will occur.
(b) A number of shares of W-S Delaware Common Stock shall be reserved for issuance under the Plans
equal to the number of shares of W-S California Common Stock so reserved immediately prior to the Effective
Date.
4. CONDITIONS
4.1 Conditions to W-S California’s Obligations. The obligations of W-S California under this Merger
Agreement shall be conditioned upon the occurrence of the following events:
(a) The principal terms of this Merger Agreement shall have been duly approved by the shareholders of W-S
California;
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Exhibits