Pottery Barn 2014 Annual Report Download - page 115

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(iii) through the tender of shares that are already owned by the participant, (iv) through a cashless exercise, or
(v) through a net exercise. The participant must pay any taxes we are required to withhold at the time of exercise.
If permitted by the committee, such taxes may be paid through the withholding of shares issued as a result of an
award’s exercise.
Restricted Stock
Restricted stock awards are shares of our common stock granted to participants subject to vesting in accordance
with the terms and conditions established by the committee. Awards of restricted stock may be granted at no cost
to the participant. The committee will determine the number of shares of restricted stock granted to any
participant, but no participant may be granted more than an aggregate of 1,000,000 shares covered by awards of
restricted stock, restricted stock units or deferred stock awards during any calendar year.
Restricted Stock Vesting
Vesting of restricted stock awards may be based on the achievement of performance goals established by the
committee and/or on continued service to us. The shares available for issuance under the plan will be reduced by
one and nine-tenths shares for every one share issued subject to a restricted stock award that is granted with a
purchase or exercise price of less than 100% of fair market value on or after May 23, 2006, and if such an award
is forfeited, canceled or otherwise terminated without vesting, the reserve of shares available for future awards
will be replenished by one and nine-tenths shares for every one share subject to the forfeited, canceled or
terminated portion of the award.
The committee determines the vesting schedule of restricted stock awards, subject to the minimum vesting
requirements and the permitted Vesting Exceptions described above. Subject to these requirements, the
committee generally has the authority to accelerate the vesting of any award.
Restricted Stock Units
Restricted stock units are essentially the same as awards of restricted stock, except that instead of the shares
being issued immediately and then being subject to forfeiture or repurchase until vested, the shares or other
payments for the award are not actually issued unless and until the award vests. Awards of restricted stock units
may be granted at no cost to the participant, as determined by the committee in its discretion. The committee will
determine the number of restricted stock units granted to any participant, but no participant may be granted more
than an aggregate of 1,000,000 shares covered by awards of restricted stock units, restricted stock or deferred
stock awards during any calendar year. Upon the grant of an award of restricted stock units, the recipient will
receive an award agreement that specifies the terms and conditions of the award, including the number of
restricted stock units granted and the terms, conditions and restrictions related to the award.
Restricted Stock Unit Vesting
Vesting of restricted stock unit awards may be based on the achievement of performance goals established by the
committee and/or on continued service to us. The shares available for issuance under the plan will be reduced by
one and nine-tenths shares for every one share issued subject to a restricted stock unit award that is granted with
a purchase or exercise price of less than 100% of fair market value on or after May 23, 2006, and if such an
award is forfeited, canceled or otherwise terminated without vesting, the reserve of shares available for future
awards will be replenished by one and nine-tenths shares for every one share subject to the forfeited, canceled or
terminated portion of the award.
The committee determines the vesting schedule of restricted stock unit awards, subject to the minimum vesting
requirements and the permitted Vesting Exceptions described above. Subject to these requirements, the
committee generally has the authority to accelerate the vesting of any award.
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