Pottery Barn 2010 Annual Report Download - page 235

determined by the Administrator. Stock Options and Stock Appreciation Rights granted under this Section 11
may be exercised only by written notice to the Company specifying the number of shares to be purchased. For
Stock Options, payment of the full purchase price of the shares to be purchased may be made by one or more of
the methods specified in Section 6(a)(iv). A Participant shall have the rights of a shareholder only as to shares
acquired upon the exercise of a Stock Option or Stock Appreciation Right and not as to unexercised Stock
Options or Stock Appreciation Rights or to shares of Stock subject to other Awards that have not been delivered
to the Participant.
SECTION 12.
TRANSFERABILITY; NO REPRICING
(a) Incentive Stock Options. Incentive Stock Options shall not be transferable by the optionee other than by
will or by the laws of descent and distribution and all Incentive Stock Options shall be exercisable, during the
optionee’s lifetime, only by the optionee.
(b) Other Awards. Subject to the approval of the Administrator, in its sole discretion, a Participant may
transfer his or her vested Awards (other than Incentive Stock Options), but only without receiving any
consideration for the transfer, to members of his or her family or to trusts for the benefit of such family members
or to such other transferees as are permitted under a U.S. Securities & Exchange Commission Form S-8
registration statement, provided that the transferee agrees in writing with the Company to be bound by all of the
terms and conditions of this Plan and the applicable Award Agreement.
(c) No Repricing. The exercise price for the Stock to be issued pursuant to an already granted Award may
not be lowered without the prior consent of the Company’s shareholders. This shall include, without limitation, a
repricing of the Award as well as an exchange program whereby the Participant agrees to cancel an existing
Award in exchange for another Award, cash, or a combination thereof.
SECTION 13.
TAX WITHHOLDING
(a) Payment by Participant. Each Participant shall, no later than the date as of which the value of an Award
or of any Stock or other amounts received thereunder first becomes includable in the gross income of the
Participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld
with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by Applicable Law,
have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The
Company’s obligation to deliver stock certificates to any Participant is subject to and conditioned on tax
obligations being satisfied by the Participant.
(b) Payment in Stock. Subject to approval by the Administrator, a Participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the required statutory minimum (but no more than such required
minimum) with respect to the Company’s withholding obligation, or (ii) transferring to the Company shares of
Stock owned by the Participant with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the required statutory minimum (but no more than such required minimum) with respect to the
Company’s withholding obligation.
D-13
Exhibits