Pottery Barn 2005 Annual Report Download - page 131

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EXHIBIT A
Williams-Sonoma, Inc.
2001 Long-Term Incentive Plan
amending and restating the 2001 Long-Term Incentive Plan
SECTION 1.
PURPOSES AND DEFINITIONS
(a) Purposes. The purposes of the Plan are (i) to attract, retain and incent talented personnel with respect to
positions of substantial responsibility at the Company and any Subsidiary; and (ii) to enable the officers, key
employees and Non-employee Directors, upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business, to acquire a proprietary interest in the Company.
(b) Effect of Amendment and Restatement. The Plan, as hereby amended and restated, applies to Awards
made on or after the Effective Date. With respect to Awards made prior to the Effective Date, the 2006
amendment and restatement of the Plan only applies to the extent that it (i) does not impair the rights of an
optionee, unless otherwise agreed in writing by any such optionee and the Company, and (ii) does not enlarge the
rights of an optionee to the extent such enlargement would disqualify an outstanding Incentive Stock Option or
give rise to a compensation expense for financial accounting purposes.
(c) Definitions. The following terms are defined as set forth below:
“Administrator” means the Committee described in Section 2.
“Annual Revenue” means the Company’s or a business unit’s net sales for the Fiscal Year, determined in
accordance with generally accepted accounting principles; provided, however, that prior to the Fiscal Year, the
Administrator shall determine whether any significant item(s) shall be excluded or included from the calculation
of Annual Revenue with respect to one or more Participants.
“Applicable Laws” means the requirements relating to the administration of equity compensation plans
under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or
jurisdiction where Awards are granted under the Plan.
“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Dividend Equivalents and Deferred Stock Awards.
“Award Agreement” means a written agreement between the Company and the recipient of an Award
specifying the terms and conditions of the Award. Each Award Agreement is subject to the terms and conditions
of this Plan.
“Awarded Stock” means the Common Stock subject to an Award.
“Board” means the Board of Directors of the Company.
“Cash Position” means the Company’s level of cash and cash equivalents.
“Code” means the Internal Revenue Code of 1986, as amended, and any successor tax code, along with
related rules and regulations.
A-1
Exhibits