Pottery Barn 2010 Annual Report Download - page 232

(c) Restrictions. Except as may otherwise be provided by the Administrator either in the Award Agreement
or, subject to Section 15 below, in writing after the Award Agreement is issued, if a Participant’s employment (or
service as a Non-employee Director) with the Company and its Subsidiaries terminates for any reason, the
Company shall have the right to repurchase Restricted Stock that has not vested at the time of termination at its
original purchase price (which may be zero), from the Participant or the Participant’s legal representative.
(d) Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or
the attainment of pre-established performance goals, objectives and other conditions on which the Company’s
right of repurchase or forfeiture shall lapse, provided, however, that any Awards of Restricted Stock that vest
solely on the basis of continuing employment (or service as a Non-employee Director) shall be subject to a
period of vesting determined by the Administrator.
Notwithstanding the foregoing, and except in connection with a transaction described in Section 17 hereof
(including upon the occurrence of an additional or subsequent event) or upon or in connection with a
Participant’s death, Disability (as defined in the Plan or relevant Award Agreement) or retirement, and except as
permitted by Section 2(d) hereof:
(i) With respect to Restricted Stock vesting solely based 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
three (3) year anniversary of the grant date;
(ii) If vesting of a Restricted Stock Award granted to an employee is not based solely on continuing as
an employee or a 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 Restricted 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.
(e) Waiver, Deferral and Reinvestment of Dividends. The Restricted Stock Award Agreement may require
or permit the immediate payment, waiver, deferral or reinvestment (in the form of additional Restricted Stock) of
dividends paid on the Restricted Stock.
SECTION 9.
RESTRICTED STOCK UNIT AWARDS
(a) Nature of Restricted Stock Unit Awards. A Restricted Stock Unit Award entitles the Participant to
acquire shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time
of grant (a “Restricted Stock Unit”). A Restricted Stock Unit Award can be made without any required payment,
upon payment of par value or upon any other such payment, all as determined by the Administrator in its
discretion and in compliance with Applicable Law. Conditions may be based on continuing employment (or
service as a Non-employee Director) and/or achievement of pre-established performance goals and objectives.
The terms and conditions of each such Award Agreement shall be determined by the Administrator, and such
terms and conditions may differ among individual Awards and Participants.
(b) Rights as a Shareholder. A Participant shall have the rights of a shareholder only as to shares acquired
upon the delivery of shares of Stock pursuant to a Restricted Stock Unit Award and not as to any unvested or
undelivered shares of Stock.
(c) Restrictions. Except as may otherwise be provided by the Administrator either in the Award Agreement
or, subject to Section 15 below, in writing after the Award Agreement is issued, if a Participant’s employment (or
service as a Non-employee Director) with the Company and its Subsidiaries terminates for any reason, the
Restricted Stock Unit, to the extent not then vested, shall be forfeited.
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