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EXHIBIT 10.1
AMENDMENT NUMBER EIGHT TO THE WILLIAMS-SONOMA, INC.
ASSOCIATE STOCK INCENTIVE PLAN
Williams-Sonoma, Inc., a California corporation (the "Company"), hereby
adopts this Amendment Number Eight to the Williams-Sonoma, Inc. Associate Stock
Incentive Plan, with reference to the following facts:
A. The Company maintains the Williams-Sonoma, Inc. Associate Stock
Incentive Plan, formerly referred to as the Williams-Sonoma, Inc. Employee
Profit Sharing and Stock Incentive Plan, (the "Plan").
B. Article XV of the Plan permits the Company to amend the Plan at any
time.
C. The Company desires to amend the Plan as set forth in this Amendment
Number Eight.
NOW THEREFORE, the Plan is hereby amended as follows:
1. Effective August 18, 1997, the vesting schedule in Section 11.06 of the
Plan is hereby amended to provide as follows:
Years of Service Vested Percentage
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Less than 1 year 0%
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 or more years 100%
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2. Effective as of the date of the execution of this Amendment Number
Eight, Section 13.02 of the Plan is hereby amended in its entirety to provide as
follows:
13.02 Definition of Serious Financial Hardship. A participant shall be
treated as having suffered a Serious Financial Hardship only to the extent
amounts are needed for one of the following:
(1) Expenses for medical care described in Section 213(d) of the Code
incurred by the Participant, the Participant's spouse or any of the
Participant's dependents (as defined in Section 152 of the Code), or
necessary for any of such persons to obtain medical care described in
Section 213(d) of the Code;
(2) Prevention of the eviction of the Participant from Participant's
principal residence or the foreclosure of the mortgage on the Participant's
principal residence;
(3) Payment of tuition, related educational fees, and room and board
expenses for the next 12 months of post-secondary education for the
Participant, or the Participant's spouse, children, or dependents (as
defined in Section 152 of the Code); or
(4) Costs related directly to the purchase of a principal residence
for the Participant (excluding mortgage payments).
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3. In all other respects, the terms and provisions of the Plan are hereby
ratified and declared to be in full force and effect.
IN WITNESS WHEREOF, the Company has executed this Amendment Number Eight
this 16th day of September 1997 to be effective as of the dates set forth above.
WILLIAMS-SONOMA, INC.
By: /s/ G. Andrew Rich
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