exv10w1



 


Exhibit 10.1




THIRD 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 Third 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 to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”).
This Amendment is intended as good faith compliance with the requirements
of EGTRRA and is to be construed in accordance with EGTRRA and guidance
issued thereunder. This Amendment shall supercede the provisions of the
Plan to the extent those provisions are inconsistent with the provisions
of this Amendment.
	 
	C.	 	The Company wishes to amend the Plan to permit the Plan to pay for Plan
expenses in accordance with Section 408(c) of the Employee Retirement
Income Security Act of 1974, as amended (the “Act”), the Department of
Labor (“DOL”) Letter 2001-01A and additional DOL guidance.
	 
	D.	 	The Company wishes to amend Sections 1.13 and 6.1.7 of the Plan as
requested by the Internal Revenue Service in connection with the issuance
of a favorable determination letter for the Plan;
	 
	E.	 	By Section 8.4 of the Plan, the Company has reserved the right to amend
the Plan.
	 
	           NOW, THEREFORE, the Plan is hereby amended, effective as of the first Plan
Year beginning after December 31, 2002, unless otherwise specified herein, as
follows:





	 	 	1.   	Effective January 1, 1997, the second sentence of Section
1.13 of the Plan is hereby amended to provide in its entirety as
follows:
	 
	 	 	 	“The term “Employee” shall also include an individual
who performs services for the Employer (other than an
employee of



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	 	 	 	the Employer), who pursuant to an agreement between
the Employer and any other person (“leasing
organization”), has performed services for the
Employer (and related persons determined in accordance
with Section 414(n)(6) of the Code) determined on a
substantially full-time basis for a period of at least
one year, and such services are performed under the
primary direction or control by the Employer.”
	 
	 	2.	 	Effective February 10, 2003, the following sentence shall be
added to the end of Section 4.1.6:
	 
	 	 	 	“Effective February 10, 2003, the total amount of
Contributions under Section 4.1.1 made on behalf of
Highly Compensated Employees shall not exceed 4% of
total Compensation or such other percentage determined
by the Committee from time to time.”
	 
	 	3.	 	The following Section 4.1.9 shall be added to Section 4 of
the Plan:
	 
	 	 	 	“4.1.9 Catch-Up
Contributions. Effective April 15,
2003 or as soon as administratively feasible,
whichever is later, a Participant who makes Salary
Deferral Contributions under Section 4.1.1 of the Plan
and who has attained age 50 before the close of the
Plan Year shall be eligible to make catch-up
contributions, in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such
catch-up contributions shall not be taken into account
for purposes of determining Matching Contributions
under Section 4.1.2 of the Plan, Qualified Matching
Contributions under Section 4.1.4 of the Plan, the
contribution limits under Sections 4.1.1, 4.1.6, 4.3
and 5.3.1 of the Plan or Sections 402(g) and 415 of
the Code. The Plan shall not be treated as failing to
satisfy the provisions of Sections 401(k)(3),
401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
applicable, by reason of the making of such catch-up
contributions. Notwithstanding any provision of the
Plan, catch-up contributions shall be contributed to
the Plan, and administered, thereunder, in accordance
with Section 414(v) of the Code and the applicable
regulations and other guidance of general
applicability issued thereunder.”
	 
	 	4.	 	Effective January 1, 1997, Section 6.1.7 of the Plan is
hereby amended in its entirety as follow:
	 
	 	 	 	“6.1.7 ‘Required Aggregation Group’ means each plan
(including any terminated plan) of the Employer in
which a Key Employee is a participant during the
Determination Period, and each other plan of the
Employer that enables any



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	 	 	 	plan in which a Key Employee participates to satisfy
the nondiscrimination requirements of Section
401(a)(4) of the Code or the coverage requirements of
Section 410 of the Code.”
	 
	 	5.	 	The second sentence of Section 7.5.3 shall be amended its
entirety as follows:
	 
	 	 	 	“If the value of a Participant’s vested Participant
Account exceeds $3,500 ($5,000 effective January 1,
2003), and such vested Participant Account is not
“Immediately Distributable” (as defined below), the
Participant and the Participant’s spouse (or the
survivor, if either has died) must consent to any
distribution of such Participant Account.”
	 
	 	6.	 	The following sentence shall be added after the second
sentence of Section 7.5.3:
	 
	 	 	 	“Effective January 1, 2003, assets in a Participant’s
Rollover Contribution Account (and earnings allocable
thereto) shall be disregarded for purposes of
determining the $5,000.00 limit described in this
Section 7.5.3.”
	 
	 	7.	 	Effective the date this Amendment is executed, the following
Section 10.11 shall be added to the end of Section 10 of the Plan:
	 
	 	 	 	“10.11 Notwithstanding Section 10.10 of the Plan, the
Plan shall, at the discretion of the Committee, pay
for Plan expenses in accordance with Section 408(c) of
the Act, the Department of Labor (“DOL”) Letter
2001-01A and additional DOL guidance.”



This Amendment is intended as good faith compliance with the requirements of
EGTRRA and is to be construed in accordance with EGTRRA and guidance issued
thereunder. 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 Third Amendment has been executed this 17th day
of April, 2003.




	 	WILLIAMS-SONOMA, INC.




	 	By:	/s/ James Boike






	 	Title:	COO







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