exv10w6






Exhibit 10.6



1/5/11




TO:            <@Name@>




FROM:Alan S. Armstrong




SUBJECT:   2011 Restricted Stock Unit Award



You have been granted a restricted stock unit award. This award, which is subject to adjustment
under the 2011 Restricted Stock Unit Agreement (the “Agreement”), is granted to you in recognition
of your role as a non-management director for The Williams Companies, Inc. It is granted and
subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended
and restated from time to time, and the Agreement.



Subject to all of the terms of the Agreement, you will become entitled to payment of this award
three years after the date on which this award is made.



If you have any questions about this award, you may contact a dedicated Fidelity Stock Plan
Representative at 1-800-544-9354.










 









 








2011 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
2011 Restricted Stock Unit Award Letter delivered in hard copy or electronically to Participant
(“2011 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 and restated from time to time (the “Plan”), this Agreement and the 2011
Award Letter, the Company hereby grants an award (the “Award”) to the Participant of <@Num+C
@> RSUs effective <@GrDt+C@> (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 and Acceptance of Documents. 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 automatically accepts the
RSUs subject to all the terms and provisions of the Plan and this Agreement. The Participant
hereby further agrees that he or she has received a copy of, or has online access to, the
prospectus and hereby acknowledges his or her automatic acceptance and receipt of such prospectus
electronically.



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 ___, 2011, the Maturity Date will be May ___,
2014.




(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



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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 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 hereby automatically becomes a party to this Agreement whether or not he
or she accepts the Award electronically or in writing in accordance with procedures of the
Board, its delegates or agents.



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(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.




(i) The Participant hereby acknowledges that nothing in this Agreement shall be construed as
requiring the Board or Committee to allow a Domestic Relations Order with respect to this
Award.


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 rely, on the Company for any tax advice.




	 	 	 	 	 
	 	THE WILLIAMS COMPANIES, INC.

 	 
	 	By:  	/s/ Alan S. Armstrong
 	 
	 	 	Alan S. Armstrong 	 
	 	 	President and CEO 	 
	 



Participant: <@Name@>

SSN: <@SSN@>




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