exv10w8






Exhibit 10.8




2009 RESTRICTED STOCK UNIT AGREEMENT




     THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), which contains the terms and
conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”) referred to in the
2009 Restricted Stock Unit Award Letter delivered in hard copy or electronically to Participant
(“2009 Award Letter”), is by and between THE WILLIAMS COMPANIES, INC., a Delaware corporation (the
“Company”) and the individual identified on the last page hereof (the “Participant”).


1. Grant of RSUs. Subject to the terms and conditions of The Williams Companies, Inc. 2007
Incentive Plan, as amended from time to time (the “Plan”), this Agreement and the 2009 Award
Letter, the Company hereby grants an award (the “Award”) to the Participant of [Number] RSUs
effective [Date] (the “Effective Date”). The Award gives the Participant the right to receive the
number of shares of the Common Stock of the Company equal to the number of RSUs shown in the prior
sentence, subject to adjustment under the terms of this Agreement. These shares are referred to in
this Agreement as the “Shares.” Until the Participant receives payment of the Shares under the
terms of Paragraph 4, the Participant shall have no rights as a stockholder of the Company with
respect to the Shares.



2. Incorporation of Plan. The Plan is hereby incorporated herein by reference and all
capitalized terms used herein which are not defined in this Agreement shall have the respective
meanings set forth in the Plan. The Participant acknowledges that he or she has received a copy of,
or has online access to, the Plan and hereby accepts the RSUs subject to all the terms and
provisions of the Plan and this Agreement.



3. Board Decisions and Interpretations. The Participant hereby agrees to accept as binding,
conclusive and final all actions, decisions and/or interpretations of the Board, its delegates, or
agents, upon any questions or other matters arising under the Plan or this Agreement.



4. Payment of Shares.





(a) Except as otherwise provided in Subparagraph 4(b) below, the Participant shall receive
payment of all Shares on the date that is three years after the Effective Date (not
including the Effective Date) (the “Maturity Date”). For example, if the Effective Date of
the Participant’s award under this Agreement is May ___, 2009, the Maturity Date will be May
___, 2012.




(b) If the Participant dies prior to the Maturity Date while serving as a Non-Management
Director of the Company or his or her service as a Non-Management Director of the Company
terminates for any other reason prior to the Maturity Date and such termination constitutes
a “separation from service” as defined under Treasury Regulation § 1.409A-1, as amended, the
Participant shall receive payment of all Shares at the time of such death or separation from
service. In this regard, if at the time a Non-Management Director’s service as a
Non-Management Director terminates, such Non-



 









 






Management Director is also providing services
to the Company or an Affiliate (as defined below) as an independent contractor, no
separation from service by such Non-Management Director shall occur and no Shares shall be
payable to such Non-Management Director until the date on which such Non-Management Director
has a Separation from Service as an Independent Contractor (as defined below) from the
Company and its Affiliates.




(c) All Shares that are paid pursuant to the Participant’s death or separation from service
Subparagraph 4(b) above shall be paid to the Participant upon occurrence of the event giving
rise to the right to payment or, in the case of Participant’s death, to the beneficiary of
the Participant under the Plan or, if no beneficiary has been designated, to the
Participant’s estate, provided that, except as otherwise required under Federal securities
laws or other applicable law, all Shares that are paid pursuant to Subparagraph 4(b) above
shall be paid not more than 90 days following the occurrence of the event giving rise to the
right to payment.




(d) Shares that become payable under this Agreement will be paid by the Company by the
delivery to the Participant, or, in the case of the Participant’s death, to the
Participant’s beneficiary or legal representative, of one or more certificates (or other
indicia of ownership) representing shares of Williams Common Stock equal in number to the
number of Shares otherwise payable under this Agreement.




(e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled.


5. Definitions. As used in this Agreement, the following terms shall have the definitions
set forth below.





(a) “Affiliate” means all persons with whom the Company would be considered a single
employer under Section 414(b) of the Code, and all persons with whom such person would be
considered a single employer under Section 414(c) of the Code.




(b) “Separation from Service as an Independent Contractor” will occur upon the expiration of
the contract (or in the case of more than one contract, all contracts) under which services
are performed by a Non-Management Director for the Company or an Affiliate, but only if the
expiration constitutes a good-faith and complete termination of the contractual
relationship. An expiration of a contract shall not constitute a good faith and complete
termination of the contractual relationship if the Company or an Affiliate anticipates
either a renewal of a contractual relationship or the Non-Management Director’s becoming an
employee. The determination of whether a Separation from Service as an Independent
Contractor has occurred shall be governed by the provisions of Treasury Regulation §
1.409A-1, as amended.


6. Other Provisions.





(a) The Participant understands and agrees that payments under this Agreement shall not be
used for, or in the determination of, any other payment or benefit under any continuing
agreement, plan, policy, practice or arrangement providing for the making of



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any payment or the provision of any benefits to or for the Participant or the Participant’s beneficiaries
or representatives, including, without limitation, any employment agreement, any change of
control severance protection plan or any employee benefit plan as defined in Section 3(3) of
ERISA, including, but not limited to qualified and non-qualified retirement plans.




(b) The Participant agrees and understands that, upon payment of Shares under this
Agreement, stock certificates (or other indicia of ownership) issued may be held as
collateral for monies he/she owes to Company or any of its Affiliates, including but not
limited to personal loan(s) or Company credit card debt.




(c) RSUs, Shares and the Participant’s interest in RSUs and Shares may not be sold,
assigned, transferred, pledged or otherwise disposed of or encumbered at any time prior to
the Participant’s becoming entitled to payment of Shares under this Agreement.




(d) With respect to the right to receive payment of the Shares under this Agreement, nothing
contained herein shall give the Participant any rights that are greater than those of a
general creditor of the Company.




(e) The obligations of the Company under this Agreement are unfunded and unsecured. Each
Participant shall have the status of a general creditor of the Company with respect to
amounts due, if any, under this Agreement.




(f) The parties to this Agreement intend that this Agreement meet the applicable
requirements of Section 409A of the Code and recognize that it may be necessary to modify
this Agreement and/or the Plan to reflect guidance under Section 409A of the Code issued by
the Internal Revenue Service. Participant agrees that the Board shall have sole discretion
in determining (i) whether any such modification is desirable or appropriate and (ii) the
terms of any such modification.




(g) The Participant shall become a party to this Agreement by accepting the Award either
electronically or in writing in accordance with procedures of the Board, its delegates or
agents.




(h) Nothing in this Agreement or the Plan shall confer upon the Participant the right to
continue to serve as a director of the Company.


7. Notices. All notices to the Company required hereunder shall be in writing and delivered
by hand or by mail, addressed to The Williams Companies, Inc., One Williams Center, Tulsa, Oklahoma
74172, Attention: Stock Administration Department. Notices shall become effective upon their
receipt by the Company if delivered in the foregoing manner. To direct the sale of any Shares
issued under this Agreement, the Participant must contact Fidelity at
http://netbenefits.fidelity.com or by telephone at 800-544-9354.



8. Tax Consultation. You understand you will incur tax consequences as a result of
acquisition or disposition of the Shares. You agree to consult with any tax consultants you think
advisable in connection with the acquisition of the Shares and acknowledge that you are not
relying, and will not




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rely, on the Company for any tax advice.




	 	 	 	 	 
	 	THE WILLIAMS COMPANIES, INC.

 	 
	 	By:  	 	 
	 	 	Steven J. Malcolm 	 
	 	 	President and CEO 	 
	 


Participant: [Name]



SSN: [Social Security Number]





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