Pottery Barn 2014 Annual Report Download - page 180

(ii) Rights. Cash dividends with respect to Restricted Stock Deferred Stock Award or Dividend
Equivalent Rights with respect to a Restricted Stock Unit Deferred Stock Award shall be subject to
such vesting and payment terms as are determined by the Administrator. Further, any dividends
payable with respect to a Restricted Stock Deferred Stock Award that is subject to performance
conditions and any Dividend Equivalents with respect to a Restricted Stock Unit Deferred Stock Award
that is subject to performance conditions shall be held in escrow or deemed reinvested in additional
shares of Restricted Stock or additional Restricted Stock Units, as applicable, until the achievement of
the applicable performance conditions and shall otherwise be subject to all of the same conditions
applicable to the applicable Restricted Stock Deferred Stock Award or Restricted Stock Unit Deferred
Stock Award.
(iii) Acceleration and Waiver. Based on such factors or criteria as the Administrator may
determine, and subject to the minimum vesting requirements of Section 10(a), the Administrator may
provide in the Award Agreement for the lapse of restrictions, conditions or deferral limitations in
installments and may accelerate the vesting of all or any part of any Deferred Stock Award and waive
such remaining restrictions, conditions or deferral limitations for all or any part of such Deferred Stock
Award, subject to the requirements of Code Section 409A.
(iv) Election. A Participant may elect further to defer receipt of the shares of Stock payable under
a Deferred Stock Award (or an installment thereof) for a specified period or until a specified event (an
“Elective Deferral Period”), subject in each case to the Administrator’s approval, to such terms as are
determined by the Administrator and to the requirements of Code Section 409A.
(c) Rights as a Stockholder. A Participant receiving a Deferred Stock Award shall have the rights of a
stockholder only as to shares actually received by the Participant under the Plan and not with respect to shares
subject to the Award but not actually received by the Participant. A Participant shall be entitled to receive a stock
certificate (as described in Section 18(b)) evidencing the acquisition of shares of Stock under a Deferred Stock
Award only upon satisfaction of all conditions specified in the Deferred Stock Award Agreement.
(d) Termination. Except as may otherwise be provided by the Administrator either in the Deferred Stock
Award Agreement or, subject to Section 15 below, in writing after the Deferred Stock Award Agreement is
issued, a Participant’s rights in all Deferred Stock Awards shall automatically terminate upon the Participant’s
termination of employment (or service as a Non-employee Director) with the Company and its Subsidiaries for
any reason.
SECTION 11.
NON-EMPLOYEE DIRECTOR STOCK PROGRAM
Each person who is elected as a Non-employee Director shall be granted on the date of his or her initial
election and annually thereafter on the date of the annual stockholders meeting (so long as the Non-Employee
Director has then been serving as such for at least three months) (i) a Non-Qualified Stock Option to acquire such
number of shares of Stock as may be determined by the Administrator with an exercise price per share for the
Stock covered by such Stock Option at least equal to the Fair Market Value on the date as of which the Stock
Option is granted, and/or (ii) another Plan Award, as determined by the Administrator in its sole discretion. Such
Awards shall vest and be payable and shall be subject to such other terms and conditions as may be determined
by the Administrator. Stock Options and Stock Appreciation Rights granted under this Section 11 may be
exercised only by written notice to the Company specifying the number of shares to be purchased. For Stock
Options, payment of the full purchase price of the shares to be purchased may be made by one or more of the
methods specified in Section 6(a)(iv). A Participant shall have the rights of a stockholder only as to shares
acquired upon the exercise of a Stock Option or Stock Appreciation Right and not as to unexercised Stock
Options or Stock Appreciation Rights or to shares of Stock subject to other Awards that have not been delivered
to the Participant.
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