0001193125-12-495336 Sample Contracts

WILLIAMS-SONOMA, INC. MANAGEMENT RETENTION AGREEMENT
Management Retention Agreement • December 7th, 2012 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores • California

This amended and restated Management Retention Agreement (the “Agreement”) is made and entered into by and between Laura Alber (the “Executive”) and Williams-Sonoma, Inc. (the “Company”), effective as of the last date signed below (the “Effective Date”). This Agreement supersedes and replaces in its entirety the prior management retention agreement between the parties hereto that was initially effective as of June 11, 2010 (the “Prior Management Retention Agreement”).

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LAURA ALBER EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2012 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores • California

This amended and restated Employment Agreement (the “Agreement”) is entered into effective as of the last date signed below (the “Effective Date”) by and between Williams-Sonoma, Inc. (the “Company”) and Laura Alber (“Executive”). This Agreement supersedes and replaces in its entirety the prior employment agreement between the parties hereto that was initially effective as of May 26, 2010 (the “Prior Agreement”).

NINTH AMENDMENT
Reimbursement Agreement • December 7th, 2012 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS NINTH AMENDMENT dated as of August 31, 2012 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and Bank of America, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

SEVENTH AMENDMENT
Reimbursement Agreement • December 7th, 2012 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS SEVENTH AMENDMENT dated as of August 31, 2012 (this “Amendment”) amends the Reimbursement Agreement dated as of September 8, 2006 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and U.S. Bank National Association (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

EIGHTH AMENDMENT
Reimbursement Agreement • December 7th, 2012 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS EIGHTH AMENDMENT dated as of August 31, 2012 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and Wells Fargo Bank, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

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