Pottery Barn 2004 Annual Report Download - page 113

EXHIBIT A
WILLIAMS-SONOMA, INC.
2001 INCENTIVE BONUS PLAN
as amended and restated
1. Adoption, Name and Effective Date. The Williams-Sonoma, Inc. (the “Company”) 2001
Incentive Bonus Plan (this “Plan”) was originally effective as of January 24, 2001, and first applied for the
Company’s fiscal year ending February 3, 2002. This amendment and restatement of this Plan first becomes
effective as of January 25, 2006.
2. Purpose. The purpose of this Plan is to provide additional compensation as an incentive to
executive officers to attain certain specified performance objectives of the Company and to help ensure the
continued availability of their full-time or part-time services to the Company and its subsidiary and affiliated
corporations. This Plan is also intended to qualify as a “performance-based” plan as described in Section
162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (including regulations promulgated thereunder
from time to time, the “Code”), and thereby help secure the full deductibility for federal income tax purposes of
Plan bonus compensation paid to persons who are “executive officers” of the Company, as such term is defined
in Rule 3b-7 under the Securities Exchange Act of 1934, as amended (or any successor rule or regulation), or
who are “covered employees” of the Company or its subsidiary or affiliated corporations under Code Section
162(m)(3).
3. Administrative Committee. This Plan will be administered by a committee (the
“Committee”) of the Company’s Board of Directors (the “Board”), consisting entirely of two or more persons
who are “outside directors” within the meaning of Section 162(m) of the Code. The Committee is hereby vested
with full powers of administration, subject only to the provisions set forth herein.
The Committee shall hold its meetings at such times and places as it may determine, shall keep minutes
of its meetings and shall adopt, amend or revoke such rules and procedures as it deems proper for the
administration of this Plan; provided, however, that it shall take action only upon the agreement of a majority of
the whole Committee. Any action that the Committee takes through a written instrument signed by a majority of
its members shall be effective as though it had been taken at a meeting duly called and held. The Committee shall
report all actions taken by it to the Board.
The Committee shall have the full and final discretion and authority, subject to the provisions of this
Plan, to grant awards pursuant to this Plan, to construe and interpret this Plan and to make all other
determinations and take all other actions, which it deems necessary or appropriate for the proper administration
of this Plan. All such interpretations, actions and determinations shall be conclusively binding for all purposes
and upon all persons.
4. Eligibility. For each Company fiscal year, the participants entitled to share in the benefits of
this Plan are persons (collectively, “executives” or “participants”) who are “executive officers” of the Company,
as such term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended (or any successor
rule or regulation), or who are “covered employees” of the Company or its subsidiary or affiliated corporations
under Section 162(m)(3) of the Code (collectively, the “Covered Employees”). Except as provided in Section 6.4,
an executive whose employment or service relationship with the Company is terminated for any reason prior to
the end of any award period will not be entitled to participate in this Plan or receive any benefits with respect to
any later fiscal year, unless he or she again becomes eligible to participate in this Plan under the first sentence of
this Section 4.
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Exhibits