Exhibit
10.62
WILLIAMS-SONOMA, INC.
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Agreement (the “Amendment”) is
made as of November 11, 2008, by and between Williams-Sonoma,
Inc. (the “Company”), and Laura Alber (the
“Executive”).
RECITALS
WHEREAS , the Company and Executive entered into that
certain employment Agreement dated March 19, 2001 (the
“Agreement”).
WHEREAS , the Company and Executive desire to amend the
Agreement to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE , the Company and Executive agree that in
consideration of the foregoing and the promises and covenants
contained herein, the parties agree as follows:
AGREEMENT
1. The first WHEREAS
clause of the Agreement is hereby amended to read in its entirety
as follows:
WHEREAS, the Company presently employs the Executive as President,
Williams-Sonoma, Inc.;
2.
Disability . Section 4 of the Agreement, entitled
“Disability,” is hereby amended to read in its entirety
as follows:
4. Disability . If the Company
reasonably shall determine that the Executive has become physically
or mentally incapable of performing her duties
(“disabled”) and the Company reasonably determines that
such incapacity is likely to last for a period of at least 180 days
from the onset of such disability, the Company may, at its election
at any time after the date of such onset while the Executive
remains disabled, terminate the Executive’s employment
hereunder by giving the Executive written notice of such
termination, effective following the expiration of any short term
disability leave (typically thirteen (13) weeks) to which
Executive is entitled under the Company’s short term
disability policy as in effect at such time. However, following the
date of notice of such termination and during the time of such
short-term disability leave, Executive shall cease to be an officer
of the Company. After such short-term disability leave, Executive
shall be eligible to receive any payments to which
she is entitled under the Company’s long-term disability
policy, provided that she qualifies for coverage, and the Company
shall have no other obligation to the Executive or her dependents
other than Entitlements, Rights, accrued vacation pay and amounts
due under the Company’s long-term disability plan, and any
benefits offered by the Company under its then policy to employees
who become disabled while employed by the Company.
3. Termination
for Good Reason or Without Cause . Section 7 of
the Agreement, entitled “Termination for Good Reason or
Without Cause,” is hereby amended to read in its entirety as
follows:
7. Termination for Good Reason or Without Cause
. In the event of a termination of the Executive’s
employment pursuant to Section 6 hereof, or in the event the
Company shall terminate the Executive’s employment without
cause, then the Company shall have no obligation to Executive
except as follows:
(a) The Executive shall receive her Entitlements and have her
Rights. In addition, from the date of such termination until the
earliest of (i) the Severance Period Termination Date, as
hereinafter defined, (ii) the Executive’s death, or
(iii) the Executive’s material violation of the post
employment requirements of Section 8 hereof, following the
date of such termination (hereinafter referred as the
“Severance Period”), the Company shall make payments to
the Executive in accordance with the payroll schedule applicable to
officers of the Company (subject to the timing provisions of
Section 15 hereof), calculated at the annual rate of base
salary which the Executive was receiving immediately prior to such
termination. As used herein the “Severance Period Termination
Date” shall mean the first anniversary of the date of
termination of Executive’s employment with the Company.
(b) During the Severance Period the Executive shall not be an
employee and shall not be entitled to receive any fringes,
perquisites or benefits from the Company, except the Company shall
pay the premiums for her and her dependents’ health coverage
under the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended (“COBRA”) until the earliest of (i) the
end of the usual COBRA continuation period of eighteen
(18) months, or (ii) such time as she commences other
employment or (iii) such time as she or a dependent, as the
case may be, is no longer eligible for continued coverage under
COBRA.
(c) The Company shall provide the Executive, at no cost to the
Executive, with out-placement services at a level commensurate with
the Executive’s position. Such outplacement services may not
be incurred later than December 31 of the second
