Pottery Barn 2009 Annual Report Download - page 185

EXHIBIT B
WILLIAMS-SONOMA, INC.
2001 INCENTIVE BONUS PLAN
amending and restating the 2001 Incentive Bonus Plan
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, 2011.
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.
5. Determination of Awards; Award Limits.
5.1 Performance Goals for Determination of Awards. The Committee in its discretion shall
establish, for each participant in this Plan and for each performance award period, a performance award
B-1
Exhibits