Pottery Barn 2014 Annual Report Download - page 177

could have exercised it on the date of his or her death, by his or her estate, personal representative or beneficiary
who has acquired the Stock Appreciation Rights by will or by the laws of descent and distribution, at any time
prior to the earlier of the specified expiration date of the SARs or one hundred eighty (180) days from the date of
such Participant’s death. Additionally, if a Participant ceases to be employed by the Company and the
Company’s Subsidiaries by reason of his or her Disability, he or she shall have the right to exercise any Stock
Appreciation Rights held on the date of termination of employment, to the extent of the number of shares with
respect to which he or she could have exercised it on that date, at any time prior to the earlier of the specified
expiration date of the Stock Appreciation Rights or one hundred eighty (180) days from the date of the
termination of employment.
SECTION 8.
RESTRICTED STOCK AWARDS
(a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award entitling the recipient to
acquire shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time
of grant (“Restricted Stock”). A Restricted Stock Award can be made without any required payment, upon
payment of par value or upon any other such payment, all as determined by the Administrator in its discretion
and in compliance with Applicable Law. Without limitation, conditions may be based on continuing employment
(or service as a Non-employee Director) and/or achievement of pre-established performance goals and
objectives. The terms and conditions of each such Award Agreement shall be determined by the Administrator,
and such terms and conditions may differ among individual Awards and Participants.
(b) Rights as a Stockholder. Upon execution of the Restricted Stock Award Agreement and paying any
applicable purchase price, a Participant shall have the rights of a stockholder with respect to the voting of the
Restricted Stock, subject to such terms and conditions as may be contained in the Restricted Stock Award
Agreement. Unless the Administrator shall otherwise determine, certificates (as described in Section 18(b))
evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is
vested as provided in Section 8(d) below, and the Participant may be required, as a condition of the grant, to
deliver to the Company a stock power endorsed in blank.
(c) Restrictions. Except as may otherwise be provided by the Administrator either in the Award Agreement
or, subject to Section 15 below, in writing after the Award Agreement is issued, if a Participant’s employment (or
service as a Non-employee Director) with the Company and its Subsidiaries terminates for any reason, the
Company shall have the right to repurchase Restricted Stock that has not vested at the time of termination at its
original purchase price (which may be zero), from the Participant or the Participant’s legal representative.
(d) Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or
the attainment of pre-established performance goals, objectives and other conditions on which the Company’s
right of repurchase or forfeiture shall lapse, provided, however, that any Awards of Restricted Stock that vest
solely on the basis of continuing employment (or service as a Non-employee Director) shall be subject to a
period of vesting determined by the Administrator.
Notwithstanding the foregoing, and except in connection with a transaction described in Section 17 hereof
(including upon the occurrence of an additional or subsequent event) or upon or in connection with a
Participant’s death, Disability (as defined in the Plan or relevant Award Agreement) or retirement, and except as
permitted by Section 2(d) hereof:
(i) With respect to Restricted Stock vesting solely based on continuing as an employee or Non-
employee Director, the shares of Stock subject to such Award will vest in full no earlier than the
three (3) year anniversary of the grant date;
(ii) If vesting of a Restricted Stock Award granted to an employee is not based solely on
continuing as an employee or a Non-employee Director, the shares of Stock subject to such Award will
vest in full no earlier than the one (1) year anniversary of the grant date; and
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