Exhibit 10.44


February 28, 2006


Chris Newman


Dear Chris:


I am pleased to
offer you the position of Chief Financial Officer and Secretary at Restoration
Hardware, Inc. (the “Company”). I’m confident that you will find our
Company to be an exciting and challenging environment in which to work. This
letter will confirm the most important details of our offer to you.




	
  Title

  	
  Chief Financial Officer and Secretary reporting to
  the Chief Executive Officer.

  
	
  Salary

  	
  $375,000 per year, paid
  bi-weekly.

  
	
  Bonus

  	
  You will receive a
  signing bonus of $100,000, which will be payable on the first payroll
  following your date of hire. If you voluntarily resign or are terminated for
  “Cause” (as defined in Attachment A)
  on or prior to the one year anniversary of your first date of employment, you
  agree that you will reimburse the Company for a pro-rated share of the
  signing bonus, which shall be calculated by dividing the number of days you
  were employed by the Company by 365. You also will be guaranteed a minimum
  bonus of $50,000 for Fiscal 2006, provided your employment does not terminate
  due to your voluntarily resignation or a termination for Cause before the end
  of Fiscal Year 2006. In addition, you will be guaranteed a minimum bonus of
  $50,000 for Fiscal 2007, provided your employment does not terminate due to
  your voluntarily resignation or a termination for Cause before the end of
  Fiscal Year 2007. Each bonus will be payable when the Company distributes its
  annual incentive bonuses to other senior officers for such fiscal year.

  
	
  Management Incentive Program

  	
  You will be eligible to
  participate in the Management Incentive Program. Your eligibility range will
  be up to 75% of your base pay. Your guaranteed bonus amounts (other than your
  signing bonus) for Fiscal 2006 and Fiscal 2007 referred to above will be
  credited against your actual bonuses for such years. You will receive full
  plan details upon your arrival at the Company.

  
	
  Stock Option Grant

  	
  Subject to the approval
  of the Compensation Committee of the Board of Directors of the Company, you
  will receive 200,000 stock options at the fair market value of our common
  stock on the grant date thereof, which will be your first day of employment
  with the Company. Stock options will vest at 25% per year, over a four-year
  period, and have a ten-year term, with other terms being in accordance with
  the Company’s 1998 Stock Incentive Plan, as amended and restated
  October 9, 2002. Your initial option grant will be an incentive stock
  option to the maximum extent permitted under Section 422 of the Internal
  Revenue Code

  
	
   

  	
  In the event your
  employment with the Company is terminated for any reason other than death,
  disability or for Cause, you will have three months following your
  termination of employment to exercise the vested portion of your initial
  option grant. In the event your employment with the Company is terminated for
  Cause, your initial option grant will terminate concurrently with your
  termination of employment. In the event your employment with the Company is
  terminated due to your death or disability, you will have twelve months
  following your termination of employment to exercise the vested portion of
  your initial option grant. In no event may your initial option grant be
  exercised after the expiration of its ten-year term.

  














  
  



 




	
   

  	
  In addition, you will be
  eligible to receive options or other equity of the Company on an annual basis
  in accordance with the Company’s 1998 Stock Incentive Plan, as amended and
  restated October 9, 2002. The type and amount of equity of the Company
  that you will be eligible to receive in any year in accordance with the
  Company’s 1998 Stock Incentive Plan generally will be consistent with the
  type and amount of equity that other similarly-situated senior officers
  of the Company will be eligible to receive in such year.

  
	
  Severance

  	
  Should your
  employment be terminated “Not for Cause” (as defined in Attachment A)
  by the Company, other than in connection with a “Change of Control” (as
  defined in Attachment B), you will
  receive salary continuation for a period of one (1) year from your
  termination date and a pro-rated bonus based on your then current year’s
  incentive target bonus amount (the “Bonus Amount”). In the event that you
  resign or are terminated by the Company for Cause, you will not be eligible
  to receive any severance pay. Your entitlement to any severance payments will
  be contingent upon your execution of the Company’s written release and
  expiration of any applicable revocation period to the Company’s written
  release. (See Attachment A)

  
	
  Change
  of Control

  	
  Should there be a
  Change of Control of the Company (See Attachment B)
  and you, within 12 months thereafter, are subject to an “Involuntary
  Termination” (as defined in Attachment B)
  by the Company, you will receive, in lieu of any other severance pursuant to
  this offer letter, salary continuation for a period of one (1) year from
  your termination date at the annual rate of your base salary and a pro-rated
  bonus based on the Bonus Amount. In addition, your initial stock option grant
  will vest in full. Your entitlement to any severance payments and
  acceleration of your stock option grant will be contingent upon your
  execution of the Company’s written release and expiration of any applicable
  revocation period to the written release. (See Attachment
  A) In addition, the severance payments and benefits to be provided
  upon an Involuntary Termination following a Change of Control are subject to
  the excise tax payment provisions set forth in Attachment
  B.

  
	
  Non-Compete
  Provision

  	
  You acknowledge
  and agree that in your role as Chief Financial Officer you shall acquire
  confidential and proprietary information belonging to the Company. To
  preserve and protect this information and the assets of the Company, and in
  consideration of the severance and benefits provided to you under this offer
  letter, you agree not to work in a capacity that would compete directly with
  the Company, or solicit any employees or customers of the Company, for a
  period of one (1) year following the
  effective date of your resignation from or termination by the Company
  for any reason, as set forth in Attachment C.
  In the event that you breach this provision all severance and other benefits
  shall cease.

  
	
  Car
  Allowance

  	
  You will receive
  a car allowance of $500.00 per month.

  
	
  401(k) Plan

  	
  You will be
  eligible to participate in the Company’s 401(k) Plan on the first
  enrollment dates following your date of hire.

  
	
  Medical
  Benefits

  	
  You will be
  eligible to participate in the Company’s healthcare program per the Company’s
  guidelines.

  
	
  Vacation

  	
  15 days (3 weeks)
  per year.

  







 2
 






  
  



 




	
  Employee
  Discount

  	
  You will be
  eligible for a 40% associate discount on merchandise of the Company.

  
	
  Miscellaneous
  Benefits:

  	
  You will be
  eligible for other benefits as set forth in the relocation policy (and other
  policies, if any) attached hereto as administered in accordance with the
  Company’s customary practices and procedures.

  






 


The language that follows reflects our standard offer
letter language. We do not mean for it to come across as impersonal, but
rather, as sound and necessary information for you to know from the outset of
your working relationship with us. The relationship between you and the Company
is called “at-will employment.” This means that employment with the Company is
for no specific period of time. As a result, either you or the Company is free
to terminate your employment relationship at any time for any reason, with or
without Cause. This is the full and complete agreement between us on this term.
Although your job duties, title, compensation, benefits, or the Company’s
policies, practices and procedures may change from time to time, the “at-will”
nature of your employment may only be changed in an express writing signed by
you and the Chief Executive Officer of the Company.


Finally, your employment is contingent on (a) you
executing a Proprietary Information and Inventions Agreement, (b) you
providing the Company with legal proof of your identity and authorization to
work in the United States at time of hire and (c) successful completion of
a routine background investigation and references check.


I am enclosing two
copies of this letter. Please sign and return one copy to me on your first day
of work and keep the other copy for your files.


Chris,
we are very excited about you joining the “Resto” team and look forward to your
contributions to the growth and success of the Company.




	
  Sincerely,

  
	
  /s/ Gary Friedman

  
	
  Gary Friedman

  Chairman, President and Chief Executive Officer

  






 


Þ  I understand and agree to the terms of this offer of employment:




	
  /s/ Chris Newman

  	
   

  	
  March 6, 2006

  
	
  Chris Newman

  	
   

  	
  Date

  






 


cc:           Associate’s File



 3















Attachment A


Severance.   In the event that your employment is terminated Not
for Cause by the Company, other than in connection with a “Change of Control”
(as defined in Attachment B), you will be
eligible to receive severance pay in the form of salary continuation for a
period of twelve (12) months from your termination date with the Company at an
annual rate equal to your base salary and a pro-rated bonus based on your then
current year’s incentive target bonus, less in each case applicable deductions
and withholdings, payable in regular periodic payments in accordance with the
Company’s policy. (See Item D1 of Attachment D)  You acknowledge that except as expressly
provided in this offer letter, you will not receive any additional
compensation, severance or benefits after your termination of employment. You
agree and acknowledge that your right to receive the severance payments shall
be conditioned upon your execution of a release agreement with the Company
containing standard terms and conditions used by the Company at the time for a
general release by a senior officer of all claims arising from the officer’s
relationship with the Company. In the event that the Company terminates your
employment for “Cause” (as defined below), you shall not be entitled to receive
any of the severance payments or benefits described above, and the Company
shall pay you all compensation due and owing through the last day actually
worked; thereafter the obligations of the Company under this offer letter shall
cease.


If you are subject to an Involuntary Termination
within 12 months following a Change of Control, you will be eligible to receive
severance pay in the form of salary continuation for a period of twelve (12)
months from your termination date with the Company at an annual rate equal to
your base salary and a pro-rated bonus based on your then current year’s
incentive target bonus, less in each case applicable deductions and
withholdings, payable in regular periodic payments in accordance with the
Company’s policy. (See Item D1 of Attachment D)  You also will receive full vesting of your
initial stock option grant of 200,000 stock options only. You agree and
acknowledge that your right to receive the severance payments and acceleration
of your initial stock option grant shall be conditioned upon your execution of
a release agreement with the Company containing standard terms and conditions
used by the Company at the time for a general release by a senior officer of
all claims arising from the officer’s relationship with the Company. In
addition, the severance payments and benefits to be provided upon an
Involuntary Termination following a Change of Control are subject to the excise
tax payment provisions set forth in Attachment B.


Definition of Cause
and Not for Cause.   For purposes of
determining your eligibility for the above-described severance payments and
benefits, the Company may terminate your employment for “Cause” if: (a) you
exhibit persistent deficiencies in performance or gross incompetence, (b) you
breach any material term of this offer letter or any other written agreement
you have with the Company, (c) you have been convicted of a felony
involving fraud or dishonesty, (d) you die or suffer from a “Disability”
(as defined below) during your continued employment with the Company, (e) you
intentionally and continually fail to substantially perform your reasonably
assigned duties with the Company (other than a failure resulting from your
assignment of duties that would constitute an “Involuntary Termination” (as
defined in Attachment B) following a Change of
Control), which failure continues for a period of at least thirty (30) days
after a written notice of demand for substantial performance has been delivered
to you specifying the manner in which you have failed substantially to perform,
or (f) intentionally engaged in conduct which is demonstrably and
materially injurious to the Company; provided, that no termination of your
employment shall be for Cause as set forth in clause (f) above until there
shall have been delivered to you a copy of a written notice setting forth that
you were guilty of the conduct set forth in clause (f) and specifying the
particulars thereof in detail. No act, nor failure to act, on your part shall
be considered “intentional” unless you have acted, or failed to act, with a
lack of good faith and with a lack of reasonable belief that your action or
failure to act was in the best interest of the Company.


For purposes of this offer letter, the term “Not for
Cause” shall mean termination of your employment by the Company for reasons
other than for “Cause.”



 A-1
 








Termination by
Employee.   In the
event that you elect to terminate your employment for any reason other than in
connection with an Involuntary Termination within 12 months following a Change
of Control, the Company shall pay you all compensation due and owing through
the last day actually worked and thereafter the obligations of the Company
under this offer letter shall cease.


Disability.   “Disability” shall mean that you are unable to carry out
the responsibilities and functions of the position held by you by reason of any
physical or mental impairment for more than 120 days in any twelve-month period.
If you suffer from a Disability, then, to the extent permitted by law, the
Company may terminate your employment. The Company shall pay to you all
compensation to which you are entitled up through the date of termination, and
thereafter all obligations of the Company under this offer letter shall cease. Nothing
in this offer letter shall affect your rights under any disability plan in
which you are a participant.



 A-2















Attachment B


Definitions:


“Involuntary
Termination” shall mean the termination of your employment which occurs by
reason of:


(i)    your
involuntary dismissal or discharge by the Company Not for Cause, or


(ii)   your
voluntary resignation within 45 days following one or more of the following
events:


(A)  a change in
your position with the Company which materially reduces your duties and
responsibilities or the level of management to which you report,


(B)   a reduction
in your level of compensation (including base salary, fringe benefits and
target bonus under any corporate-performance based bonus or incentive
programs), other than a reduction  that
is similar in percentage or nature to a reduction generally applicable to all similarly-situated
senior officers of the Company, or


(C)   a
relocation of your principal place of employment by more than fifty (50) miles,
provided and only if such change, reduction or relocation is effected by the
Company without your consent.


“Change of Control”
shall mean any of the following:


(a)    An
acquisition (other than directly from the Company) of any voting securities of
the Company (the “Voting Securities”) by any Person (as the term “person” is
used for purposes of Section 13 or 14 of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) immediately after which such Person has
Beneficial Ownership (as the term “beneficial ownership” is defined under Rule 13d-3
promulgated under the 1934 Act) of fifty percent (50%) or more of the combined
voting power of the Company’s then outstanding Voting Securities; provided,
that in determining whether a Change of Control has occurred, Voting Securities
which are acquired in a Non-Control Acquisition (as hereinafter defined) shall
not constitute an acquisition which would cause a Change of Control. A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee benefit plan (or
a trust forming a part thereof) maintained by (1) the Company or (2) any
corporation or other Person of which a majority of its voting power or its
equity securities or equity interest is owned directly or indirectly by the
Company (a “Subsidiary”), (ii) the Company or any Subsidiary, or (iii) any
Person in connection with a Non-Control Transaction (as hereinafter defined);


(b)   The
individuals who, as of date this offer letter, are members of the Board of
Directors of the Company (the “Incumbent Board”), cease for any reason to
constitute at least a majority of the Board of Directors of the Company;
provided, that if the appointment, election or nomination for election by the
Company’s stockholders of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of
this offer letter, be considered a member of the Incumbent Board; and provided,
further, that no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either an actual or
threatened “Election Contest” (as described in Rule 14a-11
promulgated under the 1934 Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board of
Directors of the Company (a “Proxy Contest”) including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest;


(c)    A merger,
consolidation or reorganization involving the Company, unless such merger,
consolidation or reorganization satisfies the conditions set forth in clauses (1) and
(2) below (any transaction(s) meeting the requirements of clauses (1) and
(2) below being referred to herein as “Non-Control Transactions”):



 B-1
 








(1)   the
stockholders of the Company immediately before such merger, consolidation or
reorganization own, directly or indirectly, immediately following such merger,
consolidation or reorganization, at least fifty percent (50%) of the combined
voting power of the outstanding voting securities of the corporation resulting
from such merger, consolidation or reorganization (the “Surviving Corporation”)
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger, consolidation or reorganization; and


(2)   the
individuals who were members of the Incumbent Board immediately prior to the
execution of the agreement providing for such merger, consolidation or
reorganization constitute at least a majority of the members of the board of
directors of the Surviving Corporation;


(d)   A complete
liquidation or dissolution of the Company; or


(e)    An
agreement for the sale or other disposition of all or substantially all of the
assets of the Company to any Person (other than a transfer to a Subsidiary);
and


(f)    Any other
event that at least two-thirds of the Incumbent Board in its sole discretion
shall determine constitutes a Change of Control.


Notwithstanding the foregoing, a Change of Control
shall not be deemed to occur solely because any Person (the “Subject Person”)
acquired Beneficial Ownership of more than the permitted amount of the
outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Person; provided, that if a Change of Control would occur (but for
the operation of this sentence) as a result of the acquisition of Voting
Securities by the Company, and after such share acquisition by the Company the
Subject Person becomes the Beneficial Owner of any additional voting Securities
which increases the percentage of the then outstanding Voting Securities
Beneficially Owned by the Subject Person, then a Change of Control shall occur;
provided further that no Change of Control shall be deemed to have occurred
under (a) or (c) above merely because individuals and entities who,
individually, as of the date of the offer letter have Beneficial Ownership of
at least 5% of the Voting Securities have, immediately after the transaction
described in (a) or (c) above, Beneficial Ownership, in the
aggregate, of more than 50% of the Voting Securities of the Company or
successor or parent thereof if both (i) no one such individual or entity
has, immediately after such a transaction, Beneficial Ownership of more than
50% and (ii) the transaction does not result in the Company or successor
or parent thereof becoming a private company.


Notwithstanding anything
contained in this offer letter to the contrary, if your employment is
terminated prior to a Change of Control and the Board of Directors of the
Company determines that such termination (i) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change of Control and who subsequently effectuates a Change of Control
or (ii) otherwise occurred in connection with, or in anticipation of, a
Change of Control which actually occurs, then, for all purposes of this offer
letter, the date of a Change of Control with respect to you shall mean the date
immediately prior to the date of such termination of your employment.


Excise
Tax Payments:


(1)   In the
event that any payment or benefit (within the meaning of Section 280G(b)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”)) to you or for your
benefit, paid or payable or distributed or distributable pursuant to the terms
of this letter or otherwise in connection with, or arising out of, your
employment with the Company or a Change in Control (a “Payment” or “Payments”),
would be subject to the excise tax imposed under Code Section 4999, or any
interest or penalties are incurred by you with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), the Payments shall be reduced
(but not below 



 B-2
 








zero) if and to the extent
necessary so that no Payment to be made or benefit to be provided to you shall
be subject to the Excise Tax (such reduced amount is hereinafter referred to as
the “Limited Payment Amount”). Unless you have given prior written notice
specifying a different order to the Company to effectuate the Limited Payment
Amount, the Company shall reduce or eliminate the Payments by (i) first
reducing or eliminating those payments or benefits which are payable in cash
and (ii) then reducing or eliminating non-cash payments, in each case in
reverse order beginning with payments or benefits which are to be paid the
furthest in time from the Determination (as hereinafter defined). Any notice
given by you pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing your rights
and entitlements to any benefits or compensation.


(2)   An initial
determination as to whether the Payments shall be reduced to the Limited
Payment Amount and the amount of such Limited Payment Amount shall be made, at
the Company’s expense, by the accounting firm that is the Company’s independent
accounting firm as of the date of the Change in Control (the “Accounting Firm”).
The Accounting Firm shall provide its determination (the “Determination”),
together with detailed supporting calculations and documentation, to the
Company and you within five (5) days after the termination date, if
applicable, or such other time as requested by the Company or by you (provided
you reasonably believe that any of the Payments may be subject to the Excise
Tax) and, if the Accounting Firm determines that no Excise Tax is payable by
you with respect to a Payment or Payments, it shall furnish you with an opinion
reasonably acceptable to you that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within ten (10) days after the delivery of
the Determination to you, you shall have the right to dispute the Determination
(the “Dispute”). If there is no Dispute, the Determination shall be binding,
final and conclusive upon the Company and you, subject to the application of
paragraph (3) below.


(3)   As a result
of the uncertainty in the application of Sections 4999 and 280G of the
Code, it is possible that the Payments to be made to, or provided for the
benefit of, you will be either greater (an “Excess Payment”) or less (an “Underpayment”)
than the amounts provided for by the limitations contained in paragraph (1) above.


(a)    If it is
established, pursuant to a final determination of a court or an Internal
Revenue Service (the “IRS”) proceeding which has been finally and conclusively
resolved, that an Excess Payment has been made, Executive must repay such
Excess Payment to the Company; provided, that
no Excess Payment will be repaid by Executive to the Company unless, and only to
the extent that, the repayment would either reduce the amount on which
Executive is subject to tax under Code Section 4999 or generate a refund
of tax imposed under Code Section 4999.


(b)   In the
event that it is determined (i) by the Accounting Firm, the Company (which
shall include the position taken by the Company, or together with its
consolidated group, on its federal income tax return) or the IRS, (ii) pursuant
to a determination by a court, or (iii) upon the resolution to your
satisfaction of the Dispute, that an Underpayment has occurred, the Company
shall pay an amount equal to the Underpayment to you within ten (10) days
after such determination or resolution, together with interest on such amount
at the applicable federal rate under Code Section 7872(f)(2) from the
date such amount would have been paid to you until the date of payment.



 B-3















Attachment
C


Confidential
Information.   You
agree to hold in confidence for the benefit of the Company all secret or
confidential information, knowledge or data, including proprietary information
and trade secrets, relating to the Company and its businesses, which shall have
been obtained by you prior to or in the course of your employment by the
Company (“Confidential Information”), provided, however, that Confidential
Information shall not retain its status as such if the Confidential Information
(i) is publicly known through no act or omission by you, (ii) becomes
available to you on a non-confidential basis from a source other than the
Company, provided that such source is not bound by a confidentiality agreement
with, or other obligation of secrecy to, the Company or another party, or (iii) is
know by you prior to receiving it from the Company, provided that such
information is not subject to another confidentiality agreement with, or other
obligation of secrecy to, the Company or another party. You also shall have the
right to disclose Confidential Information to the extent required by law,
provided that you first give prompt written notice to the Company regarding the
intention to make such disclosure and, provided, further, you request
confidential treatment of such Confidential Information to the fullest extent
permitted by law. Whether before or after termination of your employment with
the Company, you shall not, without the prior written consent of the Company,
communicate or divulge any Confidential Information, other than to the Company
and to those persons or entities designated by the Company or as otherwise is
reasonably necessary for you to carry out you responsibilities as an executive
of the Company.


You also represent and warrant and covenant that you
shall not disclose to the Company, or use, or induce the Company to use, any
confidential or proprietary information or trade secrets of others at any time,
and you acknowledge and agree that any violation of this provision shall be
grounds for your immediate termination for Cause and could subject you to
substantial civil liabilities and criminal penalties. You further specifically
and expressly acknowledge that no officer or other employee or representative
of the Company has requested or instructed you to disclose or use any such
third party confidential or proprietary information or trade secrets.


Restriction on
Competition.   You
acknowledge and agree that in your role as Chief Financial Officer you shall
acquire confidential and proprietary information belonging to the Company. To
preserve and protect this information and the assets of the Company, including
the goodwill and customers of the Company of which you will have an interest in
your role as an employee and officer of the Company, or its subsidiaries, and
to preserve and protect the goodwill and business interests of the Company
going forward, and in consideration of the severance and benefits provided to
you under the offer letter, you agree that, for a period of one (1) year
from your  termination of employment for any reason (the “Restricted
Period”), you will not directly or indirectly engage in, or have any ownership
interest in, or participate in the financing operation, management or control
of, any person, firm, corporation or business that engages in the Restricted
Business of Restoration Hardware, Inc. “Restricted Business of Restoration
Hardware, Inc.” is defined in Item D2 of Attachment
D.


Restrictions on
Solicitation after Termination.   In
consideration of the severance and benefits provided to you under the offer
letter, you agree that, during the Restricted Period, you shall not, without
the prior written consent of the Company, directly or indirectly, including,
without limitation, as a sole proprietor, member of a partnership, stockholder
or investor, officer or director of a corporation, or as an employee,
associate, consultant, independent contractor or agent of any person,
partnership, corporation or other business organization or entity other than
the Company (i) solicit or endeavor to entice away from the Company any
person or entity who is, or during the then most recent 12-month period
was, employed by, or had served as an agent or key consultant of the Company; (ii) solicit
or endeavor to entice away from the Company any person or entity who is, or was
within the then most recent 12-month period, a customer of the Company; (iii) attempt
to solicit any business that is related to the business of the Company or any
business that is competitive with the Company; or (iv) assist any person,
firm, corporation or business that engages in the Restricted Business of
Restoration Hardware, Inc. in taking such action set forth in clauses 



 C-1
 








(i), (ii) or (iii). Furthermore,
during the Restricted Period, you shall not, for yourself or for any other
entity, hire or employ any person who is, or during the then most recent 12-month
period was, employed by, or had served as an agent or key consultant of, the
Company.



 C-2















Attachment D


D1. Medical
Benefits As Part Of Severance.   You shall be entitled to continue medical benefit
coverage for yourself and your eligible dependents under COBRA until the later
of the date that you become entitled to medical benefits from another employer
or the end of the period of base salary continuation, subject to your payment
of applicable premiums, if any, at the same rate that would have applied had
you remained an officer of the Company.


D2. Definition of “Restricted
Business of Restoration Hardware, Inc.”   “Restricted
Business of Restoration Hardware, Inc.” shall mean (a) a retail
company, including without limitation, a subsidiary or business unit of such
company, where an aggregate of 25% or more of its revenue (including revenue of
any subsidiary or business unit) is derived from the home furnishings business,
including without limitation, lighting, floor covering, furniture, hardware and
tools, or hard goods business or (b) a manufacturer, supplier or other
vendor that has a material vendor relationship with the Company.



 D-1















RESTORATION HARDWARE


Relocation
Policy




	
  BENEFITS

  	
   

  	
   

  	
   

  	
  DETAILS

  
	
  Miscellaneous
  Relocation Allowance

  	
   

  	
  $5,000 grossed up
  for tax purposes

  
	
  House Hunting
  Trips

  	
   

  	
  One trip not to
  exceed 6 nights / 7 days, to include lodging, meals and transportation for
  employee, spouse and children.

  
	
  Shipment of
  Household Goods

  	
   

  	
  Packing, loading,
  shipping and unloading normal household goods with company assigned
  authorized carriers.

  
	
  Storage of
  Household Goods

  	
   

  	
  Up to ninety (90)
  days.

  
	
  Shipment of
  Automobile

  	
   

  	
  Ship two personal
  automobile if distance is more than 750 miles.

  
	
  Temporary Living

  	
   

  	
  Up to ninety (90)
  days lodging and meals (excluding lunches during work week), with one trip
  every other weekend to and from employee’s home address only.

  
	
  Selling Costs of
  Former Home

  	
   

  	
  Normal and
  customary selling costs.

  
	
  New Home Closing
  Costs

  	
   

  	
  If homeowner,
  reimbursable expenses will include:

  
	
   

  	
   

  	
  ·  Loan application/ commitment fees

  
	
   

  	
   

  	
  ·  Legal fees 

  
	
   

  	
   

  	
  ·  Origination fee (max 1%) 

  
	
   

  	
   

  	
  ·  Recording fees 

  
	
   

  	
   

  	
  ·  Credit/appraisal reports 

  
	
   

  	
   

  	
  ·  Tax search 

  
	
   

  	
   

  	
  ·  Title Ins. (lender coverage only) 

  
	
   

  	
   

  	
  ·  Survey 

  
	
   

  	
   

  	
  ·  Closing/escrow/settlement fees 

  
	
   

  	
   

  	
  ·  Transfer taxes/stamps 

  
	
   

  	
   

  	
  ·  Home Inspection

  
	
  Final Trip to New
  Location

  	
   

  	
  For employee and
  family—reimbursement of reasonable lodging, meals and transportation.

  
	
  Duplicate
  Mortgage

  	
   

  	
  Up to six
  (6) months.

  
	
   

  	
   

  	
   

  















 




	
  Tax Information

  	
   

  	
  Gross-up includes deductible and non-deductible
  expenses. 

  
	
   

  	
   

  	
  Non-deductible (taxed and
  grossed-up) 

  
	
   

  	
   

  	
  ·  Final move, meals & mileage 

  
	
   

  	
   

  	
  ·  Pre-move travel 

  
	
   

  	
   

  	
  ·  Temporary living 

  
	
   

  	
   

  	
  ·  Expenses of buying new residence (excluding
  origination fees or points) 

  
	
   

  	
   

  	
  Deductible 

  
	
   

  	
   

  	
  ·  Loan origination or points