Exhibit
10.64
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 Sharon L. McCollam (the
“Executive”).
RECITALS
WHEREAS , the Company and Executive entered into that
certain employment Agreement dated December 28, 2002 (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 Executive
Vice President, Chief Operating and Chief Financial Officer;
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. Unless the Executive becomes disabled in the course
of performing her duties as an officer of the Company (in which
case the Company shall have the additional obligations specified in
Section 7(a) the Company shall have no other obligation to the
Executive or her dependents other than Entitlement, 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, or, in the event the Executive dies or terminates due to
becoming disabled during the course of performance of her duties as
an officer of the Company, 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, or (ii) 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
(x) make payments to the Executive in accordance with the
payroll schedule applicable to officers of the Company (subject to
the timing provisions of Section 17 hereof), calculated at the
annual rate of base salary which the Executive was receiving
immediately prior to such termination, plus (y) provide
Executive with an additional lump sum payment equal to eighty
percent (80%) of Executive’s annual base salary as in
effect immediately prior to such termination, payable, subject to
the timing provisions of Section 17, on or within fifteen
(15) days of 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
