Pottery Barn 2014 Annual Report Download - page 169

“Fiscal Year” means a fiscal year of the Company.
“Full Value Award” means a grant of Restricted Stock, a Restricted Stock Unit, a Deferred Stock Award or
a Dividend Equivalent payable in Stock hereunder.
“Incentive Stock Option” means any Stock Option that is intended to qualify as, and is designated in writing
in the related Option Award agreement as intending to constitute, an “incentive stock option” as defined in
Section 422 of the Code.
“Non-employee Director” means a member of the Board who is not also an employee of the Company or
any Subsidiary.
“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.
“Participant” means the holder of an outstanding Award granted under the Plan.
“Performance Goals” means the goal(s) (or combined goal(s)) determined by the Administrator (in its
discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator, the
Performance Goals that may be applicable to an Award may consist of any one or more of the following
objective performance criteria, applied to either the Company as a whole or, except with respect to stockholder
return metrics, to a region, business unit, affiliate or business segment, or on an individual basis, and measured
either on an absolute basis, a per-share basis or relative to a pre-established target, to a previous period’s results
or to a designated comparison group, and, with respect to financial metrics, which may be determined in
accordance with United States Generally Accepted Accounting Principles (“GAAP”), in accordance with
accounting standards established by the International Accounting Standards Board (“IASB Standards”) or which
may be adjusted when established to include or exclude any items otherwise excludable or includable under
GAAP or under IASB Standards: (i) revenue (on an absolute basis or adjusted for currency effects); (ii) cash flow
(including operating cash flow or free cash flow); (iii) cash position; (iv) earnings (which may include earnings
before interest and taxes, earnings before taxes, net earnings or earnings before interest, taxes, depreciation and
amortization); (v) earnings per share; (vi) gross margin; (vii) net income; (viii) operating expenses or operating
expenses as a percentage of revenue; (ix) operating income or net operating income; (x) return on assets or net
assets; (xi) return on equity; (xii) return on sales; (xiii) total stockholder return; (xiv) stock price; (xv) growth in
stockholder value relative to the moving average of the S&P 500 Index, or another index; (xvi) return on capital;
(xvii) return on investment; (xviii) economic value added; (xix) operating margin; (xx) market share;
(xxi) overhead or other expense reduction; (xxii) credit rating; (xxiii) objective customer indicators;
(xxiv) improvements in productivity; (xxv) attainment of objective operating goals; (xxvi) objective employee
metrics; (xxvii) return ratios; (xxviii) profit; or (xxix) other objective financial metrics relating to the progress of
the Company or to a Subsidiary, division or department thereof. The Performance Goals may differ from
Participant to Participant and from Award to Award.
“Plan” means this 2001 Long-Term Incentive Plan, as amended and restated on May 29, 2015.
“Restricted Stock” means an Award granted pursuant to Section 8.
“Restricted Stock Unit” means an Award granted pursuant to Section 9.
“Retirement” means, except as otherwise set forth in an applicable Award Agreement, termination of
employment (with respect to employees) or service (with respect to Non-employee Directors) on or after having
attained at least 55 years of age and at least ten (10) years of completed service with the Company or its
Subsidiaries.
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