WILLIAMS?SONOMA, INC. 2001 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Name:

[Name]

Employee ID#:

[ID Number]

Award Date:

[DATE]

Award Date FMV:        

$[FMV]

Number of RSUs:    

[NUMBER]

1.

Award. Williams-Sonoma, Inc. (the “Company”), has awarded you the number of Restricted Stock Units indicated above. Each Restricted Stock Unit entitles you to receive one share of common stock (“Common Stock”) of the Company upon the terms and subject to the conditions set forth in the Company’s 2001 Long-Term Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Agreement (the “Agreement”). Prior to the distribution of any shares of Common Stock, this Award represents an unsecured obligation, payable only from the general assets of the Company.

2.

Vesting. Subject to any acceleration provisions contained in the Plan or this Agreement, the Restricted Stock Units subject to this Award will vest as follows: [INSERT VESTING SCHEDULE], subject to your continued employment through each relevant vesting date.

3.

Termination and Certain Transactions.

(a)

If you cease to be employed due to your death or Disability (as defined below), then as of the first business day of the month following the date of termination of your employment, you will vest in the number of unvested Restricted Stock Units equal to the Pro Rata Number (as defined below). “Disability” is defined as any one or more of the following: (i) your being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than twelve (12) months; (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Company’s accident and health plan covering the Company’s employees; or (iii) you have been determined to be totally disabled by the Social Security Administration. The “Pro Rata Number” is defined as:

i.

[          ]% of the number of Restricted Stock Units subject to this Award multiplied by a fraction, the numerator of which is the number of full calendar months you continued employment with the Company from the Award Date through and including your termination date, and the denominator of which is [NUMBER OF MONTHS (#)][, plus [ADD ADDITIONAL/ALTERED PRO RATA FORMULA AS NECESSARY DEPENDING ON VESTING TRANCHES]

(b)

If you cease to be employed other than due to a termination described in (a) above, all then unvested Restricted Stock Units [ADD IF DIVIDEND EQUIVALENTS ARE INCLUDED: (including

dividend equivalents, if any)] awarded hereby shall immediately terminate without notice to you and shall be forfeited.

4.

Rights as Shareholder. [ADD IF DIVIDEND EQUIVALENTS ARE INCLUDED: Except as provided by Section 11], n][N]either you nor any person claiming under or through you will have any of the rights or privileges of a shareholder of the Company in respect of any shares of Common Stock deliverable hereunder unless and until certificates representing such shares (which may be in book entry or other electronic form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to you (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, you will have all the rights of a shareholder of the Company with respect to voting such shares and receipt of dividends and distributions on such shares.

5.

Deferral. If permitted by the Administrator, the issuance of the Common Stock issuable with respect to this Award may be deferred upon such terms and conditions as determined by the Administrator, subject to the Administrator’s determination that any such right of deferral or any term thereof complies with applicable laws or regulations in effect from time to time, including but not limited to Section 409A (as defined below). If you have elected to defer receipt of your shares of Common Stock such that this Award is subject to Section 409A, and if the Administrator, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award, the payment of such accelerated portion of the Award nevertheless will be delivered to you on the same dates specified in your deferral election, except as provided by Section 10 and subject to any six (6) month delay that may be required pursuant to Section 9. R

6.

Tax Withholding. The Company will withhold from the number of shares of Common Stock otherwise issuable under this Award a number of shares of Common Stock that have an aggregate market value sufficient to satisfy the minimum statutorily required federal, state and local tax withholding obligations. Shares will be valued at their Fair Market Value when the taxable event occurs. The number of shares of Common Stock withheld pursuant to this Section 6 will be rounded up to the nearest whole share, with no refund provided in the U.S. for any value of the shares withheld in excess of the tax obligation as a result of such rounding, pursuant to such procedures as the Administrator may specify from time to time.