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Exhibit
10.38
WILLIAMS–SONOMA,
INC. 2001 LONG-TERM INCENTIVE PLAN
STOCK-SETTLED
STOCK APPRECIATION RIGHT AWARD AGREEMENT
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Name:
Howard Lester
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Employee
ID:
20031
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Grant
Date: 11/07/2008
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Per Share
Exercise Price: $8.56
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Number of
SSARs: 425,000
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Vesting:
25%/Year
over 4 years. Vests on each anniversary of the grant
date.
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1.
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Award.
Williams-Sonoma,
Inc. (the “Company”), has awarded you the number of
Stock-Settled Stock Appreciation Rights (“SSARs”)
indicated above. Each SSAR entitles you to purchase one share of
Common Stock of the Company, at the per share exercise price set
forth above, subject to the terms and conditions set forth in the
Company’s 2001 Long-Term Incentive Plan (the
“Plan”) and this Award Agreement. Prior to the
distribution of any shares hereunder, this Award represents an
unsecured obligation, payable only from the general assets of the
Company.
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2.
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Term, Vesting
and Exercise of SSAR . The term of
this SSAR commences on 11/07/2008 and ends on 11/07/2018, provided
that you remain continuously employed by the Company or a
Subsidiary. In no event may this SSAR be exercised later than
11/07/2018. This SSAR shall become vested and exercisable in 25%
increments on each anniversary of the grant date (11/07/2008), so
as to be 100% vested and exercisable on the fourth anniversary of
the grant date, subject to your continued service either as an
employee or as a Non-employee Director of the Company or a
Subsidiary (“Service”) on each vesting date. If your
employment with the Company or a Subsidiary terminates, the SSAR
may be exercised only as described in paragraph 3 below. While you
are alive, the SSAR may be exercised only by you or your legal
representative.
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To
exercise all or part of the SSAR you must deliver a “Notice
of Exercise,” in such form as the Co
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