exv10w2



 


Exhibit 10.2




FOURTH AMENDMENT




TO THE FIRST AMENDMENT AND RESTATEMENT OF THE




WILLIAMS-SONOMA, INC.




ASSOCIATE STOCK INCENTIVE PLAN




(2002 Restatement)






		 	Williams-Sonoma, Inc., a California corporation (the “Company”), hereby
makes this Fourth Amendment to the First Amendment and Restatement of the
Williams-Sonoma, Inc. Associate Stock Incentive Plan, generally effective
January 1, 1997, with reference to the following facts:

	 
	A.	 	The Company maintains the Williams-Sonoma, Inc. Associate Stock Incentive
Plan, which was most recently amended and restated in its entirety in 2002
(the “Plan”), for the benefit of eligible employees.
	 
	B.	 	The Company wishes to amend the Plan’s matching contribution formula,
which is now a 100% match on a Participant’s elective deferrals that do
not exceed 6% of compensation, by reducing the match from a 100% match to
a 50% match but without changing the 6% ceiling. In addition, the Company
wishes to eliminate the prerequisite that a participant’s elective
deferrals be invested in the Company Stock Fund to qualify for a matching
contribution (although the matching contribution itself will continue to
be invested in Company Stock Fund), to clarify that the matching
contribution is made on a pay period basis, and to broaden the Company’s
authority to change the level of the matching contributions.
	 
	C.	 	The Company wishes to amend the Plan to clarify that the Company has the
authority to limit or suspend elective deferrals to the Plan, as it deems
necessary in its sole discretion, to ensure the Plan’s compliance with
applicable rules under the Internal Revenue Code (“Code”) that proscribe
discrimination in favor of highly compensated employees, and in particular
to provide the following participants are not eligible to make salary
deferral contributions that exceed four percent of their total
Compensation for a pay period: Participants whose annualized base pay
rate for the pay period: (a) effective beginning during March, 2003,
equals or exceeds the IRS dollar limit used to identify highly compensated
employees in effect for the year, and (b) effective previously and
beginning during 1998, exceeds that dollar limit.
	 
	D.	 	By Section 8.4 of the Plan, the Company has reserved the right to amend
the Plan.




           NOW, THEREFORE, the Plan is hereby amended as follows:





	 	1.	 	Section 4.1.2 shall be amended to read as follows:




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	 	               “4.1.2 Matching Contributions. The Employer shall make
contributions to the Plan as Matching Contributions, either in cash
or in Company Stock (valued as of the date of contribution) at the
election of the Employer, as follows:
	 
	 	                         4.1.2.1 Restoration of Forfeited Amounts. Matching
Contributions shall be made for each Participant whose Employment
with the Employer is terminated, who later returns to Employment
with the Employer, and who is entitled to have the amount of his
forfeiture restored under the provisions of Section 7.7, in an
amount necessary to restore any such forfeiture; and
	 
	 	                         4.1.2.2. Matching Contributions Based on Salary Deferral
Contributions. Matching Contributions shall be made for each
Participant equal to fifty percent (50%) of the Participant’s
Salary Deferral Contributions (to the extent such Salary Deferral
Contributions do not exceed six percent (6%) of the Participant’s
Compensation), subject to the lettered paragraphs below.
	 
	 	                                      (a) Applicable Percentage for 1997 to 2003. “One hundred
percent (100%) shall replace fifty percent (50%) effective for
Salary Deferral Contributions beginning May 1, 1997 and ending with
the last pay period beginning before August 1, 2003.
	 
	 	                                      (b) Pre-August 1, 2003 Requirement for Company Stock Fund
Investment. Effective for Salary Deferral Contributions made in
pay periods beginning on or after August 1, 2003, a Participant’s
Salary Deferral Contributions are eligible to be matched regardless
of how such Participant’s Salary Deferral Contributions are
invested. Effective prior thereto, a Participant’s Salary Deferral
Contributions were not eligible to be matched except to the extent
they were invested in the Company Stock Fund.
	 
	 	                                      (c) Period for Making Matching Contributions. Matching
Contributions shall be calculated on the basis of the Participant’s
Compensation and Salary Deferral Contributions for the applicable
measuring period. The applicable measuring period is the
Participant’s pay period, except that before the effective date,
the Company alternately could use a quarterly or other measuring
period. The Company shall make such Matching Contributions at such
times as may be determined by the Committee in its discretion
(provided that such times shall be substantially uniform among all
Participants).”
	 
	 	                                      (d) Authorization to Change. The Company shall have the
authority to change the Matching Contribution level at any time,
except that for periods before January 1, 2003, the percentage
level of the Matching Contributions may be altered for any Plan
Year by a resolution of the Board of Directors adopted before the
first day of such Plan Year.



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	 	2.	 	The last sentence of Section 4.1.6 of the Plan, as added by
item 3 of the Third Amendment to the Plan (“Item 3”), shall be
replaced with the following sentences which shall be adopted
simultaneously with Item 3 and which shall supersede Item 3 in its
entirety so that Item 3 shall never become effective:
	 
	 	 	 	“The Company may at any time reduce or suspend the amount of
Salary Deferral Contributions a Participant may make, if the
Committee determines, in its sole discretion, that such reduction
or suspension is necessary to meet any requirement of Section
401(a), 401(k) or 401(m) of the Code. Consistent with the
foregoing and as determined according to procedures of the plan
administrator (as identified in Section 2.2), the following
Participants shall not be eligible to make Salary Deferral
Contributions that exceed four percent (4%) of such Participants’
total Compensation for a pay period: Participants whose
annualized base pay rate for the pay period: (a) effective
beginning during March, 2003, equals or exceeds the dollar limit
in Code section 414(q)(1)(B)(i) (i.e., the dollar limit used to
identify highly compensated employees) in effect for the year of
the pay period, and (b) effective previously and beginning during
1998, exceeds such dollar limit.”



This Amendment shall supercede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this Amendment.



     In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to remain in full force and effect.



     IN
WITNESS WHEREOF, this Amendment has been executed this 17th day of
April, 2003.




	 	WILLIAMS-SONOMA, INC.




	 	By:	/s/ James Boike






	 	Title:	COO







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