Pottery Barn 2014 Annual Report Download - page 179

another Award under an exchange program approved by the Company’s stockholders at the 2008
annual meeting of the Company’s stockholders, then the Participant may receive credit against this
three (3)-year vesting requirement for the amounts that had vested under the cancelled Award;
(ii) If vesting of a Restricted Stock Unit Award granted to an employee is not based solely 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 one (1) year anniversary of the grant date;
(iii) If vesting of a Restricted Stock Unit Award granted to a Non-employee Director is not based
solely on continuing as a Non-employee Director or Employee, the Restricted Stock Units 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.
SECTION 10.
DEFERRED STOCK AWARDS
(a) Nature of Deferred Stock Awards. A Deferred Stock Award is an Award of a right to receive shares of
Stock at the end of a specified deferral period. The Administrator in its sole discretion shall determine the
persons to whom and the time or times at which Deferred Stock Awards will be made, the number of shares of
Stock covered by any Deferred Stock Award, the duration of the period (the “Deferral Period”) prior to which the
Stock will be delivered, and the restrictions and other conditions under which receipt of the Stock will be
deferred and any other terms and conditions of the Deferred Stock Awards. The Administrator may condition a
Deferred Stock Award upon the attainment of specified performance goals by the Participant or by the Company
or a Subsidiary, including a division or department of the Company or a Subsidiary for or within which the
Participant is primarily employed, or upon such other factors or criteria as the Administrator shall determine.
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 Deferred Stock Awards 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 Deferred Stock Award granted to an employee is not based solely 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 one (1) year anniversary of the grant date; and
(iii) If vesting of a Deferred 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.
The provisions of Deferred Stock Awards need not be the same with respect to any Participant. The
Administrator may make Deferred Stock Awards independent of or in connection with the granting of any other
Award under the Plan.
(b) Terms and Conditions. Deferred Stock Awards shall be subject to the following terms and conditions:
(i) Expiration of Deferral Period. At the expiration of the Deferral Period (or Elective Deferral
Period as defined in Section 10(b)(iv), where applicable), the Administrator shall deliver Stock to the
Participant for the shares of Stock covered by the Deferred Stock Award.
A-13