Williams-Sonoma (WSM)

Indemnification Generally. The Company shall indemnify, to the full extent permitted by law and without regard to any limit on indemnification not in this Section 12.7, any current or former employee of the Company, who acted in good faith, for liabilities (including, but not

Indemnification Procedure. To be indemnified under subsection (a) above, the current or former employee shall promptly submit to the Company notice of the claim, charge or other proceeding against him or her (“Proceeding”) and provide a copy of any materials that have been received in connection with the Proceeding. The failure to provide reasonably prompt notice shall not relieve the Company of its indemnification obligation under subsection (a) above, unless such failure is prejudicial to the Company. Upon receipt of such notice, the Company may choose to assume the affected individual’s defense of such Proceeding by giving written notice to the affected individual of the Company’s decision to do so. If the Company assumes the defense, indemnification under subsection (a) above shall not be available for any fees or expenses of separately retained counsel subsequently incurred by the affected individual in connection with the same Proceeding (except to the extent that such counsel is necessary because of a conflict between the affected individual and the Company). Further, as a condition to indemnification, each current or former employee must cooperate with the Company and its counsel in all reasonable respects in the investigation, mediation, settlement, trial, appeal and other aspects of any Proceeding for which indemnification is sought hereunder, and any settlement of a Proceeding by a current or former employee must be consented to by the Company in writing, which the Company shall not unreasonably withhold.

Exceptions to Indemnification. Notwithstanding any other provision of this Section 12.7, the Company shall not indemnify any current or former employee pursuant to subsection (a) under the following circumstances:

No Duplication: To the extent the current or former employee receives payment for amounts (otherwise indemnifiable hereunder) pursuant to: (i) a liability insurance policy maintained by the Company; (ii) the Company’s Articles of Incorporation or Bylaws; (iii) any provision of federal, state or local law that results in payments from the Company or the Plan; or (iv) any other agreement or right that results in payments from the Company or the Plan.

No Section 16(b) Claims: For expenses and the payment of profits arising from the current or former employee’s purchase and sale of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor statute.”

WILLIAMS-SONOMA, INC.

By:

/s/ Sharon L. McCollam

Sharon L. McCollam

Executive Vice President, Chief Operating and Chief Financial Officer (in her role as head of Human Resources)

Indemnification Generally. The Company shall indemnify, to the full extent permitted by law and without regard to any limit on indemnification not in this
Section 12.7, any current or former employee of the Company, who acted in good faith, for liabilities (including, but not