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                                                                   EXHIBIT 10.1B



                              WILLIAMS-SONOMA, INC.

                   Amended and Restated 1993 Stock Option Plan


        1.     Purpose.

        The purpose of this Amended and Restated 1993 Stock Option Plan (the
"Plan") of WILLIAMS-SONOMA, INC., a California corporation (the "Company"), is
to secure for the Company and its shareholders the benefits arising from stock
ownership by selected key employees and directors of the Company or any of its
Affiliates (as defined below). The Plan will provide a means whereby such
employees and directors may purchase shares of the common stock of the Company
(or any class of stock into which such common stock is converted or reclassified
as provided in Section 17) (the "Common Stock") pursuant to (i) options which
will qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and (ii) "non-incentive" or
"nonqualified" stock options ("nonqualified stock options").

        2.     Administration.

        The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company consisting of two or more
directors of the Company, all of whom shall be (i) "non-employee directors"
within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended, and (ii) "outside directors" within the meaning of Section
162(m) of the Code. Any action of the Committee with respect to administration
of the Plan shall be taken by a majority vote or unanimous written consent of
its members.

        Subject to the provisions of the Plan, the Committee shall have the
authority (i) to construe and interpret the Plan, (ii) to define the terms used
herein, (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan, (iv) to determine the individuals to whom and the time or times at
which options shall be granted, whether such options will be incentive stock
options or non-qualified stock options, the number of shares to be subject to
each option, the option price, the number of installments, if any, in which each
option may be exercised, and the duration of each option, (v) to approve and
determine the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for the purposes of the
Plan, (vi) to amend the terms of any outstanding option, with consent of the
option holder, and (vii) to make all other determinations necessary or advisable
for the administration of the Plan. All determinations and interpretations made
by the Committee shall be binding and conclusive on all participants in the Plan
and their legal representatives and beneficiaries.

        3.     Shares Subject to the Plan.

        Subject to adjustment as provided in Section 17, the shares to be
offered under the Plan shall consist of the Company's authorized but unissued
Common Stock, and the aggregate amount of such stock which may be issued upon
exercise of all options under the Plan shall not exceed Two Million Seven
Hundred Fifty Thousand (2,750,000) shares; provided, however, that no officer
(within the meaning of Rule 16a-1 promulgated under the Securities Exchange Act
of 1934, as amended) shall be granted in any fiscal year options to purchase
more than 100,000 shares of Common Stock. If any option granted under the Plan
shall expire or terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall again be available for options to
be granted under the Plan.



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        4.     Eligibility and Participation.

        All key employees and directors of the Company or any Affiliate shall be
eligible for selection to participate in the Plan. An "Affiliate" shall mean any
parent or subsidiary of the Company as defined in Section 424(e) and (f) of the
Code. An individual who has been granted an option may, if such individual is
otherwise eligible, be granted an additional option or options if the Committee
shall so determine, subject to the other provisions of the Plan. No incentive
stock option may be granted to any person who, at the time the incentive stock
option is granted, is not an employee of the Company. Nonqualified stock options
may be granted to persons who have agreed in writing to become officers or key
employees of the Company or any Affiliate at the time of the grant and who
become officers or key employees of the Company or any Affiliate within 120 days
thereafter. Spouses to whom a nonqualified stock option is transferred pursuant
to a qualified domestic relations order pursuant to Section 11 shall also be
eligible to participate in the Plan with regard to such option, but only to the
extent the original option holder would have been able to participate had such
original option holder continued to hold the option, and to the extent permitted
by the Committee or by the terms of the option agreement.

        The aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which incentive stock options (whenever
granted) are exercisable for the first time by an option holder during any
calendar year (under all incentive stock option plans of the Company and its
Affiliates) shall not exceed $100,000.

        All incentive stock options granted under the Plan shall be granted
within ten years from the original date of adoption of this Plan.

        5.     Awards to Directors.

        Any person who is or becomes a director and who is not an employee of
the Company is referred to herein as an "Eligible Director." During the term of
the Plan, each Eligible Director who becomes for the first time a director of
the Company on or after the 1993 Annual Meeting of Shareholders shall
automatically be granted, on the date he or she first becomes a director, a
nonqualified stock option to purchase 6,750 shares of Common Stock. During the
term of the Plan, each Eligible Director shall also be granted a nonqualified
stock option to purchase 5,250 shares of Common Stock on the date of each annual
meeting of the Company's shareholders at which such Eligible Director is
re-elected to continue to serve on the Company's Board of Directors.

        The purchase price under each nonqualified stock option granted to
Eligible Directors shall be equal to the fair market value of the stock subject
to the option on the date the option is granted. Options initially granted to
Eligible Directors upon their joining the Board of Directors shall vest and
become exercisable in three equal installments on each anniversary of the grant
date. Options granted annually to Eligible Directors upon their re-election to
the Board of Directors shall vest and become exercisable in one installment six
months after the date of grant. All options granted to Eligible Directors shall
expire ten (10) years from the date of grant.

        The Committee may at any time amend or revise the provisions of this
Section 5 but not more than once every six months unless required to comply with
changes in the Code or the Employee Retirement Income Security Act ("ERISA"), or
the rules promulgated under the Code or ERISA.



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        6.     Duration of Options.

        Subject to Sections 5 and 16, each option and all rights associated
therewith shall expire on such date as the Committee may determine, and shall be
subject to earlier termination as provided herein; provided, however, that all
stock options shall expire within ten (10) years from the date on which such
options are granted.

        7.     Purchase Price.

        Subject to Sections 5 and 16, the purchase price of the stock covered by
each option shall be determined by the Committee but shall not be less than one
hundred percent (100%) of the fair market value of such stock (as determined
under Section 9) on the date of grant. The purchase price of the shares upon
exercise of an option shall be paid in full at the time of exercise (i) in cash
or by check payable to the order of the Company, (ii) by delivery of shares of
Common Stock of the Company already owned by, and in the possession of the
option holder, or (iii) if authorized by the Committee or if specified in the
option being exercised, (x) by a promissory note made by option holder in favor
of the Company, upon the terms and conditions determined by the Committee
including, to the extent the Committee determines appropriate, a security
interest in the shares issuable upon exercise or other property, or (y) through
a "cashless exercise," in either case complying with applicable law (including,
without limitation, state and federal margin requirements), or any combination
thereof. Shares of Common Stock used to satisfy the exercise price of an option
shall be valued at their fair market value determined (in accordance with
Section 9) on the date of exercise (or if such date is not a business day, as of
the close of the business day immediately preceding such date).

        8.     Exercise of Options.

        In no event shall any option be exercisable earlier than six months
after the date of grant except in the case of the death or disability of the
option holder, in which case such option may be exercisable in accordance with
Section 14. Subject to Section 5, each option granted under this Plan may be
exercisable in full upon the expiration of such six month period or in such
installments during the period prior to its expiration date as the Committee
shall determine. Furthermore, unless otherwise determined by the Committee, if
the option holder shall not in any given installment period purchase all of the
shares which the option holder is entitled to purchase in such installment
period, then the option holder's right to purchase any shares not purchased in
such installment period shall continue until the expiration date or sooner
termination of the option holder's option. No option may be exercised for a
fraction of a share and no partial exercise of any option may be for less than
(i) one hundred (100) shares or (ii) the total number of shares then eligible
for exercise, if less than one hundred (100) shares.

        9.     Fair Market Value of Common Stock.

        The fair market value of a share of Common Stock of the Company shall be
determined for purposes of the Plan by reference to the closing price on the
principal stock exchange on which such shares are then listed or, if such shares
are not then listed on a stock exchange, by reference to the closing price (if
approved for quotation on the NASDAQ National Market System) or the mean between
the bid and asked price (if other over-the-counter issue) of a share as supplied
by the National Association of Securities Dealers, Inc. through NASDAQ (or its
successor in function), in each case as reported by The Wall Street Journal, for
the business day immediately preceding the date on which the option is granted
(which, for all purposes, shall be the date on which the Committee makes the
determination granting the option) or exercised (or, if for any



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reason no such price is available, in such other manner as the Committee may
deem appropriate to reflect the then fair market value thereof).

        10.    Withholding Tax.

        Upon (i) the disposition by an employee or other person of shares of
Common Stock acquired pursuant to the exercise of an incentive stock option
granted pursuant to the Plan within two years of the granting of the incentive
stock option or within one year after exercise of the incentive stock option or
(ii) the exercise of non-qualified stock options, the Company shall have the
right to require such employee or such other person to pay the Company the
amount of any taxes which the Company may be required to withhold with respect
to such shares.

        11.    Nontransferability.

        An incentive stock option granted under the Plan shall, by its terms, be
non-transferable by the option holder, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution, and shall
be exercisable during the option holder's lifetime only by the option holder,
regardless of any community property interest therein of the spouse of the
option holder, or such spouses's successors in interest. If the spouse of the
option holder shall have acquired a community property interest in such option,
the option holder, or the option holder's permitted successors in interest, may
exercise the option on behalf of the spouse of the option holder or such
spouse's successors in interest.

        A non-qualified stock option granted under the Plan shall, by its terms,
be non-transferable by the option holder, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of
ERISA, or the rules thereunder, and shall be exercisable during the option
holder's lifetime only by the option holder or, to the extent permitted by the
Committee or by the terms of the option agreement, the spouse of the option
holder who obtained the option pursuant to such a qualified domestic relations
order described herein or pursuant to Section 14.

        12. Shares to be Issued in Compliance with Federal Securities Laws and
Exchange Rules.

        At the discretion of the Committee, any option may provide that the
option holder (and any transferee), by accepting such option, represents and
agrees that none of the shares purchased upon exercise of the option will be
acquired with a view to any sale, transfer or distribution of said shares in
violation of the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations promulgated thereunder, or any applicable state "blue
sky" laws, and the person entitled to exercise the same shall furnish evidence
satisfactory to the Company (including a written and signed representation) to
that effect in form and substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of the Securities
Act or state blue sky laws by such person. The Company shall use its reasonable
efforts to take all necessary and appropriate action to assure that the shares
issuable upon the exercise of any option shall be issued in full compliance with
the Securities Act, state blue sky laws and all applicable licensing
requirements of any principal securities exchange on which shares of the same
class are listed.

        13.    Termination of Employment.



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        If a holder of an incentive stock option ceases to be employed by the
Company or any of its Affiliates for any reason other than the option holder's
death or permanent disability (within the meaning of Section 22(e)(3) of the
Code), the option holder's incentive stock option shall be exercisable for a
period of three (3) months after the date the option holder ceases to be an
employee of the Company or such Affiliate (unless by its terms it sooner
expires) to the extent exercisable on the date of such cessation of employment
and shall thereafter expire and be void and of no further force or effect. A
leave of absence approved in writing by the Committee shall not be deemed a
termination of employment for the purposes of this Section 13, but no option may
be exercised during any such leave of absence, except during the first three (3)
months thereof. Termination of employment or other relationship with the Company
by the holder of a nonqualified stock option will have the effect specified in
the individual option agreement, as determined by the Committee. Any option
transferred pursuant to a qualified domestic relations order pursuant to Section
11 shall continue to be subject to the provisions governing the grant to the
original grantee, including without limitation, the provisions governing
exercisability, vesting and termination (which shall be determined by reference
to the employment status of the original grantee), unless the option agreement
or the Committee provides otherwise.

        14. Death or Permanent Disability of Option Holder.

        If the holder of an incentive stock option dies or becomes permanently
disabled (within the meaning of Section 22(e)(3) of the Code) while the option
holder is employed by the Company or any of its Affiliates, the option holder's
option shall be exercisable for a period of one (1) year after the date of such
death or permanent disability (unless by its terms it sooner expires) to the
extent exercisable on the date of death or permanent disability and shall
thereafter expire and be void and of no further force or effect. During such
period after death, such incentive stock option may, to the extent that it
remained unexercised (but exercisable by the option holder according to such
option's terms) on the date of such death, be exercised by the person or persons
to whom the option holder's rights under the option shall pass by the option
holder's will or by the laws of descent and distribution. The death or
disability of a holder of a nonqualified stock option will have the effect
specified in the individual option agreement, as determined by the Committee.

        15.    Privileges of Stock Ownership.

        No person entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a shareholder of the Company in respect
of any shares of stock issuable upon exercise of such option until certificates
representing such shares shall have been issued and delivered. No shares shall
be issued and delivered upon the exercise of any option unless and until there
shall have been full compliance with all applicable requirements of the
Securities Act (whether by registration or satisfaction of exemption
conditions), all applicable listing requirements of any national securities
exchange on which shares of the same class are then listed and any other
requirements of law or of any regulatory bodies having jurisdiction over such
issuance and delivery.

        16.    Special Terms Applicable to Large Shareholders.

        Notwithstanding any other provision of this Plan, each incentive stock
option granted to a person possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company (or an Affiliate,
as applicable) (a "Large Shareholder") shall (i) have an exercise price of not
less than one hundred and ten percent (110%) of the fair market value of the
stock covered by the option (as determined under Section 9) on the date of grant
and (ii) expire not later than five (5) years from the date of grant.



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        17.    Adjustments.

        If the outstanding shares of the Common Stock of the Company (or any
other class of shares or securities which shall have become eligible for grant
under the Plan pursuant to this sentence) are increased or decreased or changed
into or exchanged for a different number or kind of shares or securities of the
Company through reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar transaction, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares as to which options may be granted under this Plan. A
corresponding adjustment changing the number or kind of shares allocated to
unexercised options or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in the outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option but with a corresponding adjustment in
the price for each share or other unit of any security covered by the option.

        Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation, the
Plan shall terminate, and all options theretofore granted hereunder shall
terminate; provided, however, that notwithstanding the foregoing, the Committee
shall provide in writing in connection with such transaction for any or all of
the following alternatives (separately or in combinations): (i) for the options
theretofore granted to become immediately exercisable notwithstanding the
provisions of Section 8; (ii) for the assumption by the successor corporation of
the options theretofore granted or the substitution by such corporation for such
options and rights of new options and rights covering the stock of the successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; (iii) for the continuance of the
Plan by such successor corporation in which event the Plan and the options
theretofore granted shall continue in the manner and under the terms so
provided; or (iv) for the payment in cash or stock in lieu of and in complete
satisfaction of such options.

        Adjustments under this Section 17 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under the Plan on any such adjustment.

        18. Amendment and Termination of Plan.

        The Committee may at any time suspend or terminate the Plan. The
Committee may also at any time amend or revise the terms of the Plan, provided
that no such amendment or revision shall, unless appropriate shareholder
approval of such amendment or revision is obtained, increase the maximum number
of shares in the aggregate which may be sold pursuant to options granted under
the Plan, except as permitted under the provisions of Section 17, or change the
minimum purchase price of incentive stock options set forth in Sections 7 and
16, or increase the maximum term of incentive stock options provided for in
Sections 6 and 16, or permit the granting of options to anyone other than as
provided in Sections 4 or 5, or otherwise materially increase the benefits
accruing to employees under the Plan.

        Notwithstanding the foregoing, no amendment, suspension or termination
of the Plan shall, without specific action of the Committee and the consent of
the option holder, in any way modify,



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amend, alter or impair any rights or obligations under any option theretofore
granted under the Plan.

        19.    Effective Date of Plan.

        The Plan, as hereby amended, shall be submitted for approval by the
holders of the outstanding voting stock of the Company within twelve (12) months
from the date the amendments are adopted by the Board of Directors.



