Pottery Barn 2014 Annual Report Download - page 178

(iii) If vesting of a Restricted Stock Award granted to a Non-employee Director is not based solely
on continuing as a Non-employee Director or employee, the shares of Stock subject to such Award will
vest in full no earlier than the earlier of: (A) the date that is one (1) day prior to the date of the annual
meeting of the Company’s stockholders next following the grant date (approximately one (1) year from
the grant date), or (B) the one (1) year anniversary of the grant date.
(e) Waiver, Deferral and Reinvestment of Dividends. The Restricted Stock Award Agreement may require
or permit the immediate payment, waiver, deferral or reinvestment (in the form of additional Restricted Stock) of
dividends paid on the Restricted Stock, provided, however, that any dividends payable with respect to Restricted
Stock that is subject to performance conditions shall be held in escrow or deemed reinvested in additional shares
of Restricted Stock until the achievement of the applicable performance conditions and shall otherwise be subject
to all of the same conditions applicable to payment of the Restricted Stock.
SECTION 9.
RESTRICTED STOCK UNIT AWARDS
(a) Nature of Restricted Stock Unit Awards. A Restricted Stock Unit Award entitles the Participant to
acquire shares of Stock subject to such restrictions and conditions as the Administrator may determine at the time
of grant (a “Restricted Stock Unit”). A Restricted Stock Unit 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. A Participant shall have the rights of a stockholder only as to shares acquired
upon the delivery of shares of Stock pursuant to a Restricted Stock Unit Award and not as to any unvested or
undelivered shares of Stock. Further, any Dividend Equivalents with respect to a Restricted Stock Unit Award
that is subject to performance conditions shall be held in escrow or deemed reinvested in additional Restricted
Stock Units until the achievement of the applicable performance conditions and shall otherwise be subject to all
of the same conditions applicable to the Restricted Stock Unit Award.
(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
Restricted Stock Unit, to the extent not then vested, shall be forfeited.
(d) Vesting of Restricted Stock Unit. 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
Restricted Stock Unit shall vest, 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 Units vesting solely based on continuing as an employee or
Non-employee Director, the Restricted Stock Units subject to such Award will vest in full no earlier
than the three (3) year anniversary of the grant date. Notwithstanding the foregoing, if Restricted Stock
Units subject to such an Award are granted in exchange for the Participant’s agreement to cancel
A-12