Pottery Barn 2014 Annual Report Download - page 168

“Change of Control” means the occurrence of any of the following events: (i) A change in the ownership of
the Company which occurs on the date that any one person, or more than one person acting as a group,
(“Person”) acquires ownership of the stock of the Company that, together with the stock held by such Person,
constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for
purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own
more than 50% of the total voting power of the stock of the Company will not be considered a Change of
Control; or (ii) A change in the effective control of the Company which occurs on the date that a majority of
members of the Board is replaced during any twelve (12) month period by Directors whose appointment or
election is not endorsed by a majority of the members of the Board prior to the date of the appointment or
election. For purposes of this clause (ii), if any Person is considered to effectively control the Company, the
acquisition of additional control of the Company by the same Person will not be considered a Change of Control;
or (iii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that
any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to
or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will
not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an
entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets
by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or
with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is
owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the
total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total
value or voting power of which is owned, directly or indirectly, by a Person. For purposes of this subsection (iii),
gross fair market value means the value of the assets of the Company, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such assets. For purposes of this definition,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, to the extent necessary to avoid taxation under Section 409A, a transaction shall
not be deemed a Change of Control unless the transaction qualifies as a change in the ownership of the Company,
change in the effective control of the Company or a change in the ownership of a substantial portion of the
Company’s assets, each within the meaning of Section 409A.
“Committee” means the Committee of the Board referred to in Section 2.
“Company” means Williams-Sonoma, Inc., a Delaware corporation, and any successor thereto.
“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, unless
otherwise provided in an Award Agreement.
“Deferred Stock Award” means an Award granted pursuant to Section 10.
“Dividend Equivalent” means a credit, payable in cash or stock, made at the discretion of the Administrator,
to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share
represented by an Award held by such Participant, which at the discretion of the Administrator may be deemed
reinvested in additional shares of Stock covered by the Award.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Fair Market Value” means, as of any date, the closing sales price for a share of Stock (or the closing bid, if
no sales are reported) as quoted on the New York Stock Exchange on the last market trading day prior to the day
of determination, as reported in the Wall Street Journal or any other source the Administrator considers reliable,
or, if the shares of Stock cease to be traded on the New York Stock Exchange, the value which the Administrator
determines most closely reflects the fair market value of the shares.
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