exv10w8






Exhibit 10.8




	 	 	 

	 

	 	1/5/11
	TO:        <@Name@>
	 	 
	 
	 	 
	FROM:Alan S. Armstrong
	 	 
	 
	 	 
	SUBJECT: 2011 Restricted Stock Unit Award
	 	 





You have been selected to receive 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 key employee whose responsibilities and performance are critical to
the attainment of long-term goals. This award and similar awards are made on a selective basis and
are, therefore, to be kept confidential. 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 if
you are an active employee of the Company 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
2011Award 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
opportunity to earn 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 both becomes vested in the Shares under the terms of Paragraph 4 and is paid such
Shares under the terms of Paragraph 5, 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. Committee Decisions and Interpretations. The Participant hereby agrees to accept as
binding, conclusive and final all actions, decisions and/or interpretations of the Committee, its
delegates, or agents, upon any questions or other matters arising under the Plan or this Agreement.



4. Vesting; Legally Binding Rights.




(a) Notwithstanding any other provision of this Agreement, a Participant shall not be
entitled to any payment of Shares under this Agreement unless and until such Participant
obtains a legally binding right to such Shares and satisfies applicable vesting conditions
for such payment.




(b) Except as otherwise provided in Subparagraphs 4(c) — 4(h) below, the Participant shall
vest in all Shares on the date that is three years after the Effective Date (not including
the Effective Date) (the “Maturity Date”), but only if the Participant remains an active
employee of the Company or any of its Affiliates through the Maturity Date. For example, if
the Effective Date of Participant’s award under this Agreement is ________, 2011, the
Maturity Date will be _____________, 2014.




(c) If a Participant dies prior to the Maturity Date while an active employee of the Company
or any of its Affiliates, the Participant shall vest in all Shares at the time of such
death.




(d) If a Participant becomes Disabled (as defined below) prior to the Maturity Date while an
active employee of the Company or any of its Affiliates, the Participant shall vest all
Shares at the time the Participant becomes Disabled. For purposes of this Subparagraph
4(d), the Participant shall be considered Disabled if he or she (A) is unable to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or (B) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under an accident
and health plan covering employees of the Participant’s employer. Notwithstanding the
forgoing, all determinations of whether a Participant is Disabled shall be made in
accordance with Section 409A of the Internal Revenue Code of 1986, as



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amended (the “Code”) and the guidance thereunder.




(e) If the Participant qualifies for Retirement (as defined in (i) below) with the Company
or any of its Affiliates prior to the Maturity Date due to such Retirement, at the time of
such Participant’s ceasing being an active employee the Participant shall vest in a pro rata
number of the Shares as determined in accordance with this Subparagraph 4(e). The pro rata
number referred to above shall be determined by multiplying the number of Shares subject to
the Award by a fraction, the numerator of which is the number of full and partial months in
the period that begins the month following the month that contains the Effective Date and
ends on (and includes) the date of the Participant’s ceasing being an active employee of the
Company and its Affiliates, and the denominator of which is the total number of full and
partial months in the period that begins the month following the month that contains the
Effective Date and ends on (and includes) the Maturity Date.




(i) For purposes of this Subparagraph 4(e), a Participant “qualifies for
Retirement” only if such Participant experiences a Separation from Service (as
defined in (ii) below) after attaining age fifty-five (55) and completing at least
three (3) years of service with the Company or any of its Affiliates.




(ii) As used in this Agreement, “Separation from Service” means a Participant’s
termination or deemed termination from employment with the Company and its
Affiliates. For purposes of determining whether a Separation from Service has
occurred, the employment relationship is treated as continuing intact while the
Participant is on military leave, sick leave or other bona fide leave of absence if
the period of such leave does not exceed six (6) months, or if longer, so long as
the Participant retains a right to reemployment with his or her employer under an
applicable statute or by contract. For this purpose, a leave of absence constitutes
a bona fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services for his or her employer. If the period
of leave exceeds six (6) months and the Participant does not retain a right to
reemployment under an applicable statute or by contract, the employment relationship
will be deemed to terminate on the first date immediately following such six (6)
month period. Notwithstanding the foregoing, if a leave of absence is due to any
medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than six (6)
months, and such impairment causes the Participant to be unable to perform the
duties of the Participant’s position of employment or any substantially similar
position of employment, a twenty-nine (29) month period of absence shall be
substituted for such six (6) month period. For purposes of this Agreement, a
Separation from Service occurs at the date as of which the facts and circumstances
indicate either that, after such date: (A) the Participant and the Company
reasonably anticipate the Participant will perform no further services for the
Company and its Affiliates (whether as an employee or an independent contractor or
(B) that the level of bona fide services the Participant will perform for the
Company and its Affiliates (whether as an employee or independent contractor) will
permanently decrease to no more than twenty (20%) of the average level of bona fide
services performed over the immediately preceding thirty-six (36) month period or,
if the Participant has been providing services to the Company and its Affiliates for
less than thirty-six (36) months, the full period over which the Participant has
rendered services, whether as an employee or independent contractor. The
determination of whether a Separation from Service has occurred shall be governed by
the provisions of Treasury Regulation § 1.409A-1, as amended, taking into account
the objective facts and circumstances with respect to the level of bona fide
services performed by the Participant after a certain date.




(iii) As used in this Agreement, “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.




(f) If the Participant experiences a Separation from Service prior to the Maturity Date
within two years following a Change in Control, either voluntarily for Good Reason or
involuntarily (other than due to Cause), the Participant shall vest in all of the Shares
upon such Separation from Service.




(g) If the Participant experiences an involuntary Separation from Service prior to the
Maturity Date



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and the Participant either receives benefits under a severance pay plan or program
maintained by the Company or receives benefits under a separation agreement with the
Company, the Participant shall vest in all Shares upon such Separation from Service.




(h) If the Participant experiences an involuntary Separation from Service prior to the
Maturity Date due to a sale of a business or the outsourcing of any portion of a business,
the Participant shall vest in all Shares upon such Separation from Service, but only if the
Company or any of its Affiliates failed to make an offer of comparable employment, as
defined by a severance pay plan or program maintained by the Company, to the Participant.
For purposes of this Subparagraph 4(h), a Termination of Affiliation shall constitute an
involuntary Separation from Service.


5. Payment of Shares.





(a) The payment date for all Shares in which a Participant becomes vested pursuant to
Subparagraph 4(b) above shall be the thirtieth (30th) day following the Maturity
Date.




(b) The payment date for all Shares in which a Participant becomes vested pursuant to
Subparagraph 4(c) above shall be the sixtieth (60th) day following such death.




(c) The payment date for all shares in which a Participant becomes vested pursuant to
Subparagraph 4(d) above shall be the thirtieth (30th) day after the Participant
becomes Disabled.




(d) The payment date for all Shares in which the Participant becomes vested pursuant to
Subparagraphs 4(e), 4(f), 4(g) and 4(h) above shall be the thirtieth (30th) day
following such Participant’s Separation from Service, provided that if the Participant was a
“key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to
his or her Separation from Service, and such Participant vested in such Shares under
Subparagraph 4(e), (4)(f), 4(g) or 4(h) above, payment shall not be made sooner than six (6)
months following the date such Participant experienced a Separation from Service. For
purposes of this Subparagraph 5(d), “key employee” means an employee designated on an annual
basis by the Company as of December 31 (the “Key Employee Designation Date”) as an employee
meeting the requirements of Section 416(i) of Code utilizing the definition of compensation
under Treasury Regulation § 1.415(c)-2(d)(2). A Participant designated as a “key employee”
shall be a “key employee” for the entire twelve (12) month period beginning on April 1
following the Key Employee Designation Date.




(e) Upon conversion of RSUs into Shares under this Agreement, such RSUs shall be cancelled
Shares that become payable under this Agreement will be paid by the Company by the delivery
to the Participant, or 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 less the
number of Shares having a Fair Market Value, as of the date the withholding tax obligation
arises, equal to the minimum statutory withholding requirements. Notwithstanding the
foregoing, to the extent permitted by Section 409A of the Code and the guidance issued by
the Internal Revenue Service thereunder, if federal employment taxes become due upon the
Participant’s becoming entitled to payment of Shares, the number of Shares necessary to
cover minimum statutory withholding requirements may, in the discretion of the Company, be
used to satisfy such requirements upon such entitlement.


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, subject to the limit expressed in clause
(iii) of the



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following sentence, 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), Company
credit card debt, relocation repayment obligations or benefits from any plan that provides
for pre-paid educational assistance. In addition, the Company may accelerate the time or
schedule of a payment of vested Shares, and/or deduct from any payment of Shares to the
Participant under this Agreement, or to his or her beneficiaries in the case of the
Participant’s death, that number of Shares having a Fair Market Value at the date of such
deduction to the amount of such debt as satisfaction of any such debt, provided that (i)
such debt is incurred in the ordinary course of the employment relationship between the
Company or any of its Affiliates and the Participant, (ii) the aggregate amount of any such
debt-related collateral held or deduction made in any taxable year of the Company with
respect to the Participant does not exceed $5,000, and (iii) the deduction of Shares is made
at the same time and in the same amount as the debt otherwise would have been due and
collected from the Participant.




(c) Except as provided in Subparagraphs 4(c) through 4(h) above, in the event that the
Participant experiences a Separation from Service prior to the Participant’s becoming vested
in the Shares under this Agreement, RSUs subject to this Agreement and any right to Shares
issuable hereunder shall be forfeited.




(d) The Participant acknowledges that this Award and similar awards are made on a selective
basis and are, therefore, to be kept confidential.




(e) 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
both (i) the Participant’s becoming vested in such Shares and (ii) payment of such Shares
under this Agreement.




(f) If the Participant at any time forfeits any or all of the RSUs pursuant to this
Agreement, the Participant agrees that all of the Participant’s rights to and interest in
such RSUs and in Shares issuable hereunder shall terminate upon forfeiture without payment
of consideration.




(g) The Committee shall determine whether an event has occurred resulting in the forfeiture
of the Shares, in accordance with this Agreement, and all determinations of the Committee
shall be final and conclusive.




(h) 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.




(i) 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.




(j) 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 Committee shall have sole
discretion in determining (i) whether any such modification is desirable or appropriate and
(ii) the terms of any such modification.




(k) 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
Committee, its delegates or agents.




(l) Nothing in this Agreement or the Plan shall interfere with or limit in any way the right
of the Company or an Affiliate to terminate the Participant’s employment or service at any
time, nor confer upon the Participant the right to continue in the employ of the Company
and/or Affiliate.




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



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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, 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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