Pottery Barn 2014 Annual Report Download - page 181

Download and view the complete annual report

Please find page 181 of the 2014 Pottery Barn annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 188

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188

Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value
(determined pursuant to GAAP) of the shares of Stock of all Awards granted to any Non-employee Director
during any single calendar year (excluding Awards made at the election of the Non-employee Director in lieu of
all or a portion of annual and committee cash retainers) shall not exceed $500,000.
SECTION 12.
TRANSFERABILITY; NO REPRICING
(a) Incentive Stock Options. Incentive Stock Options shall not be transferable by the optionee other than by
will or by the laws of descent and distribution and all Incentive Stock Options shall be exercisable, during the
optionee’s lifetime, only by the optionee.
(b) Other Awards. Subject to the approval of the Administrator, in its sole discretion, a Participant may
transfer his or her vested Awards (other than Incentive Stock Options), but only without receiving any
consideration for the transfer, to members of his or her family or to trusts for the benefit of such family members
or to such other transferees as are permitted under a U.S. Securities & Exchange Commission Form S-8
registration statement, provided that the transferee agrees in writing with the Company to be bound by all of the
terms and conditions of this Plan and the applicable Award Agreement.
(c) No Repricing. The exercise price for the Stock to be issued pursuant to an already granted Award may
not be lowered without the prior consent of the Company’s stockholders. This shall include, without limitation, a
repricing of the Award, an exchange program whereby the Participant agrees to cancel an existing Stock Option
or SAR having an exercise price that exceeds the Fair Market Value of the underlying Stock in exchange for
another Award (including, without limitation, a Stock Option or SAR), cash, other consideration or a
combination thereof, or any other action that is treated as a repricing under GAAP. Notwithstanding the
foregoing, this Section 12(c) does not include any (i) action described in Section 3(c) or Section 3(d) or any
action taken in connection with a merger, acquisition, spin-off or similar corporate transaction. For the purpose
of clarity, each of the actions described in the prior sentence may be undertaken (or authorized) by the
Committee in its sole discretion without stockholder approval.
SECTION 13.
TAX WITHHOLDING
(a) Payment by Participant. Each Participant shall, no later than the date as of which the value of an Award
or of any Stock or other amounts received thereunder first becomes includable in the gross income of the
Participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld
with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by Applicable Law,
have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The
Company’s obligation to deliver stock certificates to any Participant is subject to and conditioned on tax
obligations being satisfied by the Participant.
(b) Payment in Stock. Subject to approval by the Administrator, a Participant may elect to have such tax
withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the required statutory minimum (to the extent required to avoid
adverse accounting or other consequences) with respect to the Company’s withholding obligation, or
(ii) transferring to the Company shares of Stock owned by the Participant with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the required statutory minimum (to the extent
required to avoid adverse accounting or other consequences) with respect to the Company’s withholding
obligation.
A-15