Pottery Barn 2014 Annual Report Download - page 170

“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, and any future regulation amending,
supplementing or superseding such regulation.
“Stock” means the common stock, $.01 par value per share, of the Company, subject to adjustments
pursuant to Section 3.
“Stock Appreciation Right” or “SAR” means a stock-settled stock appreciation right granted pursuant to
Section 7.
“Stock Option” means any option to purchase shares of Stock granted pursuant to Section 6 or previously
granted under this Plan prior to its 2004 amendment and restatement.
“Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company as
the corporation at the top of the chain, but only if each of the corporations below the Company (other than the
last corporation in the unbroken chain) then owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain.
“Substitute Award” means an Award described in Section 3(d).
SECTION 2.
ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY
TO SELECT PARTICIPANTS AND DETERMINE AWARDS
(a) Committee. The Plan shall be administered by a committee of not fewer than two (2) Non-employee
Directors (the “Committee”). To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-
3, each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3(b)(3)(i)
promulgated under the Exchange Act, or any successor definition. To the extent that the Administrator
determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within
the meaning of Section 162(m) of the Code, each member of the Committee shall also be an “outside director”
within the meaning of Section 162(m) of the Code and the regulations (including temporary and proposed
regulations) promulgated thereunder. In addition, each member of the Committee shall meet the then applicable
requirements and criteria of the New York Stock Exchange (or other market on which the Stock then trades) for
qualification as an “independent director.”
(b) Delegation by the Administrator. The Administrator, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to two or
more Directors of the Company or as otherwise may be consistent with Applicable Law; provided, however, that
the Administrator may not delegate its authority and powers (a) with respect to any person who, with respect to
the Stock, is subject to Section 16 of the Exchange Act, or (b) in any way which would jeopardize the Plan’s
qualification under Applicable Laws.
(c) Powers of Administrator. The Administrator shall have the power and authority to grant Awards
consistent with the terms of the Plan, including the power and authority:
(i) to select the individuals to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights,
Dividend Equivalents and Deferred Stock Awards, or any combination of the foregoing, granted to any
one or more Participants;
(iii) to determine the number of shares of Stock to be covered by any Award;
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