Pottery Barn 2010 Annual Report Download - page 217

5.13 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the Board of Directors, if any, the president or any vice president of the Corporation, or
any other person authorized to do so by the chairman of the Board of Directors, the president or any vice
president, is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and
all shares of any other corporation or corporations held by the Corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney
duly executed by the person having such authority.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
6.1 RIGHT TO INDEMNIFICATION.
Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a
“proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or
was a director or an officer of the Corporation or is or was serving (during such person’s tenure as director or
officer) at the request of the Corporation as a director, officer or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan
(hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a
director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided,however, that, except as provided in Section 6.3
of this Article VI with respect to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
6.2 POWER TO ADVANCE EXPENSES.
The Corporation shall have the power to advance expenses to any person to the fullest extent permitted by
law.
6.3 RIGHT OF INDEMNITEE TO BRING SUIT.
If a claim under Section 6.1 of this Article VI is not paid in full by the Corporation within ninety (90) days
after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if
successful in whole or in part in any such suit, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification
hereunder it shall be a defense that the indemnitee has not met any applicable standard for indemnification set
forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such
action, a committee of such directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an
actual determination by the Corporation (including its directors who are not parties to such action, a committee of
such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable
C-15
Exhibits