Pottery Barn 2011 Annual Report Download - page 169

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EXHIBIT B
WILLIAMS-SONOMA, INC.
COMPENSATION COMMITTEE CHARTER
(as amended and restated on March 22, 2012)
PURPOSE
The purpose of the Compensation Committee of the Board of Directors of Williams-Sonoma, Inc. (the
“Company”) is to: (i) assist the Board of Directors in discharging its responsibilities relating to oversight of the
compensation of the Company’s Chief Executive Officer and other executive officers; (ii) administer the
Company’s incentive compensation and other equity-based plans (the “Plans”) and make grants under them;
(iii) oversee the Company’s compensation policies, plans, and benefits programs generally, and (iv) in the case of
the Williams-Sonoma, Inc. 401(k) Plan (the “401(k) Plan”), which is not considered one of the Plans as defined
above, the Compensation Committee’s sole responsibility shall be to amend the 401(k) Plan as provided below.
In addition, the Compensation Committee will undertake those specific duties and responsibilities listed below
and such other duties as the Board of Directors from time to time prescribes.
COMPOSITION
The Compensation Committee shall consist of not less than two (2) independent members of the Company’s
Board of Directors. The members of the Compensation Committee are appointed by the Board of Directors upon
the recommendation of the Nominations and Corporate Governance Committee and serve at the discretion of the
Board of Directors. The Board of Directors shall designate one member of the Compensation Committee to serve
as the chairperson.
Members of the Compensation Committee must meet the following criteria:
• Each member will be an independent director, as defined by: (i) the rules of the New York Stock
Exchange; and (ii) the rules of the Securities and Exchange Commission (“SEC”).
• Each member will be an “Outside Director” as such term is defined with respect to Section 162(m) of the
Internal Revenue Code of 1986, as amended.
• Each member will be a “non-employee” director as defined under Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Determinations as to whether a particular director satisfies the requirements for membership on the
Compensation Committee shall be made by the Board of Directors.
RESPONSIBILITIES
The responsibilities of the Compensation Committee shall include:
• Reviewing and approving corporate goals and objectives relevant to the compensation of the Chief
Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and
objectives, and reviewing and approving any bonuses, equity compensation and any other benefits to be
provided to the Chief Executive Officer based upon this evaluation. The Compensation Committee shall
update the Board of Directors after making these determinations. The Compensation Committee shall
make a recommendation to the independent members of the Board of Directors regarding any base salary
adjustments for the Chief Executive Officer and the independent members the Board of Directors shall
determine any such base salary adjustments. In determining the long-term incentive component of the
Chief Executive Officer’s compensation, the Compensation Committee shall consider such factors as the
Company’s performance and relative stockholder return, the value of similar incentive awards given to
Chief Executive Officers of comparable companies, and the awards given to the Company’s Chief
B-1
Exhibits