Pottery Barn 2010 Annual Report Download - page 191

EXHIBIT A
AGREEMENT AND PLAN OF MERGER OF
WILLIAMS-SONOMA, INC.,
A DELAWARE CORPORATION,
AND
WILLIAMS-SONOMA, INC.,
A CALIFORNIA CORPORATION
This AGREEMENT AND PLAN OF MERGER, dated as of , 2011 (the “Merger Agreement”), is
made by and between Williams-Sonoma, Inc., a Delaware corporation (“W-S Delaware”), and Williams-
Sonoma, Inc., a California corporation (“W-S California”). W-S Delaware and W-S California are sometimes
referred to herein as the “Constituent Corporations.” W-S Delaware is a wholly-owned subsidiary of W-S
California.
RECITALS
A. W-S Delaware is a corporation duly incorporated and existing under the laws of the State of Delaware
and has a total authorized capital stock of 260,625,000 shares, of which 253,125,000 are designated common
stock, par value $0.01 per share (the “W-S Delaware Common Stock.”), and 7,500,000 are designated Preferred
Stock, par value $0.01 per share (the “W-S Delaware Preferred Stock”). The W-S Delaware Preferred Stock is
undesignated as to series, rights, preferences, privileges or restrictions. As of the date hereof, and before giving
effect to the transactions contemplated hereby, 1,000 shares of W-S Delaware Common Stock are issued and
outstanding, all of which are held by W-S California, and no shares of W-S Delaware Preferred Stock are issued
and outstanding.
B. W-S California is a corporation duly incorporated and existing under the laws of the State of California
and has a total authorized capital stock of 260,625,000 shares, of which 253,125,000 are designated common
stock, par value $0.01 per share (the “W-S California Common Stock”), and 7,500,000 are designated Preferred
Stock, par value $0.01 per share (the “W-S California Preferred Stock”). The W-S California Preferred Stock
is undesignated as to series, rights, preferences, privileges or restrictions. As of the date hereof, and before giving
effect to the transactions contemplated hereby, shares of W-S California Common Stock, and no shares
of W-S California Preferred Stock are issued and outstanding.
C. The Board of Directors of W-S California has determined that, for the purpose of effecting the
reincorporation of W-S California in the State of Delaware, it is advisable and in the best interests of W-S
California and its shareholders that W-S California merge with and into W-S Delaware upon the terms and
conditions herein provided.
D. The respective Boards of Directors of the Constituent Corporations, the shareholders of W-S California
and the stockholder of W-S Delaware have approved this Merger Agreement and have directed that this Merger
Agreement be executed by the undersigned officers.
A-1
Exhibits