Change in Control Severance Plan



 Exhibit 10.1 
 RESTORATION HARDWARE, INC. 
 CHANGE IN CONTROL SEVERANCE PLAN 
 Section 1. Purpose. The purpose of the Plan is to insure stability within the Company, during a period of uncertainty resulting from
the possibility of a Change in Control of the Company, by providing incentives for certain designated employees to remain in the employ of the Company. The Plan is intended to satisfy the requirements of Section 409A with respect to amounts
subject thereto. 
 Capitalized words not otherwise defined in the text of this Plan have the meanings set forth in Section 2 below.

 Section 2. Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below:

 (a) “Benefit Continuation Period” shall mean, with respect to an Eligible Employee, the period equal to the aggregate
number of months of Salary that the Eligible Employee is entitled to receive as Severance under Section 4. 
 (b)
“Board” shall mean the Company’s Board of Directors, as constituted from time to time. 
 (c) “Cause”
shall mean an Eligible Employee’s (i) conviction of, or plea of no contest to, a felony or other crime involving moral turpitude or dishonesty; (ii) participation in a fraud or willful act of dishonesty against the Company that
adversely affects the Company; (iii) willful breach of the Company’s policies determined consistent with the Company’s historical administration of such policies; (iv) causing intentional damage to the Company’s property or
business; (v) habitual conduct that constitutes gross insubordination; or (vi) habitual neglect of his or her duties with the Company. 
 (d) “Change in Control” shall mean, and shall be deemed to have occurred upon, the first to occur of any of the following events: 
 (i) there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Business Combination”), in each case with respect to which the stockholders of the
Company immediately prior to such transaction do not, immediately after such transaction, own directly or indirectly more than 50% of the combined voting power of the Company or other corporation resulting from such Business Combination in
substantially the same proportions as their ownership, immediately prior to such Business Combination, of the voting securities of the Company; or 
 (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets, or the consummation of a plan of complete liquidation or dissolution of the Company; provided, however, that in no event shall any
acquisition by the Company or any of its affiliates or subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries constitute a Change in Control. 







 (e) “Change in Control Date” shall mean the date on which a Change in Control is
consummated. 
 (f) “Claimant” shall have the meaning set forth in Section 11. 
 (g) “Code” shall mean the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

 (h) “Committee” shall mean the committee, consisting of at least two (2) officers or employees of the Company,
designated from time to time by the Board to administer the Plan. 
 (i) “Company” shall mean Restoration Hardware, Inc., a
Delaware corporation, and any successor thereto. 
 (j) “Date of Termination” shall mean, with respect to an Eligible
Employee, the date on which such Eligible Employee incurs a Separation from Service. 
 (k) “Delayed Payment Amount” shall
have the meaning set forth in Section 5(b). 
 (l) “Disabled” shall mean, with respect to an Eligible Employee, the
time such Eligible Employee becomes eligible for disability benefits under any long-term disability plan sponsored by the Company or an affiliate of the Company for the benefit of an Eligible Employee. 
 (m) “Effective Date” shall mean November 7, 2007. 
 (n) “Eligible Employee” shall have the meaning set forth in Section 3. 
 (o)
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, including any applicable rulings and regulations promulgated thereunder. 
 (p) “Field Operations Personnel” shall mean an Eligible Employee (other than an Eligible Employee with a title of District Manager,
Regional Director, HDL Regional Manager, DC General Manager or any other Eligible Employee with the title of Director or higher (“Excepted Employees”)) whose place of Company employment is a store, a distribution center or a call
center. For the avoidance of doubt, “Excepted Employees” who are otherwise Eligible Employees shall be treated the same as other Eligible Employees under the Plan. 
 (q) “Good Reason” shall mean the termination of employment by an Eligible Employee because of any of the following events (unless the
Eligible Employee has consented in writing to such event): (i) a 15% or greater reduction by the Company, in (x) his or her annual base pay as in effect immediately prior to the Change in Control Date; or (y) 12 times his or her
average monthly Salary, or as same may be increased from time to time thereafter (except for across-the-board reductions implemented with respect to all employees of the Company and the employees of any then affiliated operating entities in
connection with adverse economic 

  

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circumstances); or (ii) the Company requiring the Eligible Employee to relocate from the office of the Company where an Eligible Employee is principally
employed immediately prior to the Change in Control Date to a location that is more than 50 miles from such office of the Company (except for required travel on the Company’s business to an extent substantially consistent with such Eligible
Employee’s customary business travel obligations in the ordinary course of business prior to the Change in Control Date). 
 (r)
“Performance-Related Termination” shall mean the Company’s termination of an Eligible Employee’s employment through the “progressive discipline” process for poor performance. 
 (s) “Plan” shall mean this Restoration Hardware, Inc. Change in Control Severance Plan, as amended from time to time. 
 (t) “Plan Administrator” shall mean the Committee or the person(s) designated by the Committee in accordance with Section 7.

 (u) “Potential Change in Control” shall mean the earliest to occur of (a) the execution of an agreement or letter of
intent, the consummation of the transaction contemplated therein would result in a Change in Control, or (b) the approval by the Board of a transaction or series of transactions, the consummation of which would result in a Change in Control;
provided, that no such event shall be a “Potential Change in Control” unless (i) in the case of any agreement or letter of intent described in clause (a), the transaction described therein is subsequently consummated by the Company
and the other party or parties to such agreement or letter of intent and thereupon constitutes a “Change in Control”, or (ii) in the case of any Board-approved transaction described in clause (b), the transaction so approved is
subsequently consummated and thereupon constitutes a “Change in Control.” 
 (v) “Potential Change in Control
Date” shall mean the date on which a Potential Change in Control occurs. 
 (w) “Protection Period” shall mean the
period commencing on the Change in Control Date and ending on the first anniversary of the Change in Control Date. 
 (x)
“Salary” shall mean, as to a full-time Eligible Employee, the higher of (a) an Eligible Employee’s annual base salary or hourly wages on an annualized basis based on a normal basic work schedule immediately prior to; or
(b) 12 times an Eligible Employee’s average monthly salary during the six (6) month period, excluding any month(s) during which he or she worked less than a normal schedule, immediately prior to: (i) such Eligible Employee’s
Date of Termination, or (ii) the Change in Control Date. As to a part-time Eligible Employee, “Salary” shall be reduced on a pro-rata basis to reflect the Eligible Employee’s part-time status. 
 (y) “Section 409A” shall mean Section 409A of the Code and the applicable rulings and regulations promulgated thereunder.

 (z) “Section 409A Compliance” shall have the meaning set forth in Section 14(i). 
  

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 (aa) “Separation from Service” shall mean a “separation from service” from the
Company as defined in the applicable Treasury regulations for purposes of Section 409A. 
 (bb) “Service” shall mean
employment with the Company, including prior employment with any predecessor employer that was acquired by or merged into the Company. Service for purposes of calculating Severance shall be measured as of an Eligible Employee’s Date of
Termination. 
 (cc) “Severance” shall have the meaning set forth in Section 4(a). 
 (dd) “Specified Employee” shall mean a specified employee within the meaning of Section 409A(a)(2)(b)(i) of the Code. 

(ee) “Statutory Severance Amount” shall have the meaning set forth in Section 4(b). 
 (ff) “Tax Authority” shall mean Internal Revenue Service, a court of competent jurisdiction, or such other duly empowered governmental
body or agency. 
 (gg) “Without Cause” shall mean, with respect to an Eligible Employee, any termination by the Company of
such Eligible Employee’s employment other than for Cause, a Performance-Related Termination, death or as a result of being Disabled. 
 Section 3. Eligibility. An employee of the Company (other than a seasonal or temporary employee and not including any individual classified as a consultant or contractor) is eligible to participate in the Plan (an
“Eligible Employee”) if such employee has been designated by the Committee in writing in the form of Exhibit A, as it may be updated from time to time by the Committee, as eligible to participate, and such employee
remains an employee of the Company on the Change in Control Date. If following a Change in Control an Eligible Employee voluntarily retires or resigns without Good Reason, is terminated by the Company for Cause or in a Performance-Related
Termination, dies or becomes Disabled, such individual shall no longer be eligible to participate in the Plan and shall forfeit any right to receive Severance or other benefits hereunder. 
 Section 4. Severance. 
 (a) Other than as provided in the following sentence, an Eligible Employee who incurs a Separation from Service Without Cause or who resigns for Good Reason during the Protection Period, shall be entitled to receive severance
(“Severance”) in an amount equal to a number of weeks of Salary based on the Eligible Employee’s title immediately prior to the Change in Control, as indicated on Exhibit B. Notwithstanding the prior sentence, Field
Operations Personnel who are Eligible Employees shall be entitled to receive Severance in an amount equal to a number of weeks of Salary based on the Eligible Employee’s title immediately prior to the Change in Control, as indicated on
Exhibit B, only if they incur a Separation from Service Without Cause in connection with the closure of their place of work during the Protection Period. 
  

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 (b) Statutory Severance Offset. Notwithstanding anything in the Plan to the contrary, in the event
an Eligible Employee is entitled to receive severance, redundancy or other similar types of payments or benefits under local law (“Statutory Severance Amount”), the Company shall reduce the amount of Severance to which the Eligible
Employee is entitled under the Plan by the Eligible Employee’s Statutory Severance Amount; provided, however, that in no event shall the amount of Severance to which the Eligible Employee is entitled under the Plan pursuant to this
Section 4(b) be less than zero. 
 (c) Release. Eligibility for Severance is expressly conditioned on the Eligible
Employee’s (i) execution (and non-revocation) of a release in the form then in use by the Company (“Release”); and (ii) compliance with all the terms and conditions of such Release. If the Plan Administrator
determines, using its reasonable good faith judgment, that the Eligible Employee has not fully complied with any of the terms of the Release, the Plan Administrator may deny Severance not yet in pay status or discontinue the payment of any Severance
then being paid or provided and may require an Eligible Employee to repay any Severance already received. If the Committee notifies an Eligible Employee that repayment of all or any portion of the Severance already received is required, such
amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this Section 4(c) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the
Company may have. 
 (d) Section 280G. If any Severance or other payments payable to an Eligible Employee are or would be subject
to the excise tax under Section 4999 of the Code, the Company shall reduce the aggregate amount of such payments such that the present value thereof (as determined under the Code and the applicable regulations) is equal to 2.99 times such
Eligible Employee’s “base amount” as defined in Section 280G(b)(3) of the Code. The determinations made with respect to this Section 4(d) shall be made by a certified public accounting firm designated and paid for by the
Company. 
 Section 5. Timing of Payment of Severance. 
 (a) General. Any Severance payable to an Eligible Employee hereunder shall be paid over the Benefit Protection Period in accordance with the
Company’s normal payroll practices and procedures, unless otherwise required by law. 
 (b) Section 409A Compliance.
Notwithstanding anything in the Plan to the contrary, if at the time of the Eligible Employee’s Date of Termination, the Eligible Employee is a Specified Employee, then, solely to the extent necessary for Section 409A Compliance, any
amounts payable to the Eligible Employee pursuant to Section 4 that exceed the limit specified in §1.409A-1(b)(9)(iii)(A) of the Treasury regulations under Section 409A during the period beginning on the Eligible Employee’s Date
of Termination and ending on the six (6) month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Eligible Employee until the first business day following such sixth-month anniversary
date, at which time such delayed amounts shall be paid to the Eligible Employee in a single lump sum on the next regular payroll date following such anniversary but in no event later than 30 days following such date. 
  

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 Section 6. Benefit Continuation. 
 An Eligible Employee (a) who incurs a Separation from Service Without Cause or who resigns for Good Reason during the Protection Period, and
(b) who immediately prior to a Change in Control has a title of Senior Vice President, Vice President, Senior Director or Director shall be entitled to receive Company payment of all costs incurred in procuring health and/or dental care
coverage on behalf of him or herself, and his or her eligible dependents, under the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and Section 4980B of the Code (“COBRA”) during the Benefit
Continuation Period; provided, however, that any COBRA-related payments on behalf of an Eligible Employee hereunder shall be eliminated to the extent that the Eligible Employee becomes covered under group health and dental care plans providing
substantially comparable benefits to those provided to similarly situated active employees of the Company following such Eligible Employee’s Separation from Service Without Cause or resignation for Good Reason during the Protection Period. An
Eligible Employee is required to notify the Company immediately if the Eligible Employee obtains group medical and dental care plan coverage from a subsequent employer. 
 Section 7. Administration. 
 (a) The Plan shall be interpreted, administered and
operated by the Committee, which shall have complete authority, in its sole and exclusive discretion subject to the express provisions of the Plan, to determine who shall be eligible for Severance, to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan, and to make all other legal and factual determinations necessary or advisable for the administration of the Plan. 
 (b) All questions of any nature whatsoever arising in connection with the interpretation of the Plan or its administration or operation shall be submitted to and settled and determined by the Committee in an equitable
and fair manner in accordance with the procedure for claims and appeals described in Section 11. Any such settlement and determination shall be final and conclusive, and shall bind and may be relied upon by the Company, each of the Eligible
Employees and all other parties in interest. 
 (c) The Committee may delegate any of its duties hereunder to such person or persons from
time to time as it may designate. 
 (d) The Committee is empowered, on behalf of the Plan, to engage accountants, legal counsel and such
other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Committee shall be limited to the specified services and duties for which they are
engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or control respecting the management of the Plan. All reasonable expenses thereof shall be
borne by the Company. 
 Section 8. Effect of Subsequent Corporate Transactions. No Severance or other benefits shall be
payable under the Plan solely because an Eligible Employee incurs a Separation from Service as a direct result of a sale of a subsidiary, division or other operating assets of the 

  

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Company, provided the purchaser thereof is contractually obligated to maintain for the balance of the Protection Period a severance plan that provides
Severance and outplacement assistance to such Eligible Employee on terms that are no less favorable than those set forth in the Plan. 
 Section 9. Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware. 
 Section 10. Severability. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be
construed and enforced as if such provision had not been included. 
 Section 11. Claims Procedure. 
 (a) General. In the event that an Eligible Employee believes he or she is not receiving benefits to which he or she is entitled under the Plan,
such Eligible Employee or his or her authorized representative (hereinafter called the “Claimant”) may make a claim for benefits in the manner hereinafter provided. 
 (b) Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the
Plan Administrator. If the Claimant does not furnish sufficient information with the claim for the Plan Administrator to determine the validity of the claim, the Plan Administrator shall indicate to the Claimant any additional information which is
necessary for the Plan Administrator to determine the validity of the claim. 
 (c) Review of Claims. Each claim hereunder shall be
acted on and approved or disapproved by the Plan Administrator within 90 days following the receipt by the Plan Administrator of the information necessary to process the claim. If special circumstances require an extension of the time needed to
process the claim, this 90-day period may be extended to 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it
is expected that a decision will be made. In the event the Plan Administrator denies a claim for benefits, in whole or in part, the Plan Administrator shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his
right to a review of the Plan Administrator’s decision by the Committee. Such notice by the Plan Administrator shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific
provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 11.

 (d) Appeals. Any applicant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the
decision by the Plan Administrator. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

 (i) request a review by the Committee of the claim for benefits under the Plan; 
  

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 (ii) set forth all of the grounds upon which the Claimant’s request for review is based and any
facts in support thereof; and 
 (iii) set forth any issues or comments which the Claimant deems pertinent to the appeal. 
 (e) Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an
extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of
special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the
Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon
submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal. 
 (f) Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Eligible Employee’s eligibility for benefits under the Plan. The decision of the Committee on
any appeal of a claim for benefits shall be final and conclusive upon all parties thereto. 
 (g) Denial of Appeals. In the event the
Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall
make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based. 
 (h) Statute of
Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a)
of ERISA, within three (3) years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 11(f) or lose any rights to bring such an action. If any such judicial
proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such
Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA. 
 Section 12.
Correspondence with Committee. All notices or other communications to the Committee shall be in writing and shall be given by hand delivery, or by registered or certified mail addressed as follows: 
 Restoration Hardware, Inc. 
 15 Koch Road,
Suite J 
 Corte Madera, California 94925 
 Attention: SVP, Human Resources 
  

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 Section 13. Agent for Service of Process. The Company’s Senior Vice President of
Human Resources shall be the designated agent of the Plan for service of process. 
 Section 14. Miscellaneous. 

 (a) ERISA Plan. It is the intent of the Company that the Plan constitute an “employee welfare benefit plan” within the
meaning of Section 3(1) of ERISA, and comply with the applicable requirements of ERISA. 
 (b) Funding. The Plan shall not be
funded through any trust, insurance contract or other funding vehicle. All payments under the Plan shall be made from the general assets of the Company. No Eligible Employee who becomes eligible to receive Severance under the Plan shall have a claim
against any specific assets of the Company, and such Eligible Employee shall only be a general unsecured creditor of the Company. 
 (c)
No Implied Employment Contract. The Plan shall not be deemed to give any person (whether or not an Eligible Employee) any right to be retained in the employ of the Company, nor any right to interfere with the right of the Company to discharge
any employee (whether or not an Eligible Employee) at any time and for any reason, which right is hereby reserved. 
 (d) Benefits Not
Assignable. Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including
without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Eligible Employee under the Plan shall be liable for, or subject
to, any obligation or liability of such Eligible Employee. When a payment is due under the Plan to an Eligible Employee who is unable to care for his affairs, payment may be made directly to his legal guardian or personal representative. 

(e) Withholding. The Company shall withhold any applicable federal, state or local income and employment taxes from any payments made under the
Plan. 
 (f) Prior Agreements and Understandings. As of the Effective Date, the Plan shall not supersede and replace any written or
oral plan, agreement and understanding concerning an Eligible Employee’s right to receive severance or similar payments from the Company. Notwithstanding the foregoing, Severance and other benefits under the Plan shall be reduced to the extent
they would be duplicative of payments or benefits under other plans, agreements or understandings, and Severance and other benefits shall only be paid under this Plan to the extent they exceed amounts provided under such other plan, agreement or
understanding. 
 (g) Reductions to Severance. To the extent permitted by law, unless the Committee determines otherwise in its sole
discretion, an Eligible Employee’s Severance will be reduced by the amount of any salary or wage continuation, severance, termination or similar 

  

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payments, or any payments in lieu of required notice of termination, that the Company becomes required to make to such Eligible Employee under any applicable
federal, state or local law (including, without limitation, the Federal Worker Adjustment and Retraining Notification Act) or under any agreement, written or oral, with such Eligible Employee. 
 (h) Amendment and Termination. Prior to a Change in Control, the Company may amend or terminate the Plan at any time and for any reason; provided,
that such amendment or termination shall be effective only if the amendment or termination occurs prior to a Potential Change in Control Date. Following the Change in Control Date or Potential Change in Control Date, the Plan shall not be terminated
and shall not be amended to reduce any benefit or to make any condition more restrictive as it applies to any Eligible Employee for a period ending on the later to occur of: (i) the first anniversary of the Change in Control Date, and
(ii) the date that all benefits due to each Eligible Employee under the Plan have been paid. Unless previously terminated pursuant to this Section 14(h), within the 90-day period immediately prior to the third anniversary of the Effective
Date, the Board shall reconsider the terms of this Plan in light of then-current market practices. 
 (i) Section 409A. The Plan
is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and administered consistent with such intent. If, in the good faith judgment of the Committee, any provision of the Plan
could cause any person to be subject to adverse or unintended tax consequences under Section 409A, such provision shall be modified by the Committee in its sole discretion to maintain, to the maximum extent practicable, the original intent of
the applicable provision without violating the requirements of Section 409A (“Section 409A Compliance”), and, notwithstanding any provision herein to the contrary, the Committee shall have broad authority to amend or to modify
the Plan, without advance notice to or consent by any person, to the extent necessary or desirable to ensure Section 409A Compliance. Any determination by the Committee under this Section 14(i) shall be final, conclusive and binding on all
persons. 
  

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 ADMINISTRATION AND ERISA INFORMATION 
 Administrative Facts 
 The following are administrative facts regarding the Plan and are provided to
you in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). 
  

					
	Name of Plan:	  	Restoration Hardware, Inc. Change in Control Severance Plan	  	
			
	Name and Address of Plan Sponsor:	  	 Restoration Hardware, Inc.
 15 Koch Road, Suite
J
 Corte Madera, California 94925
	  	
			
	Employer Identification Number:	  	68-0140361	  	
			
	Plan Number:	  	[    ]	  	
			
	Type of Plan:	  	Welfare Benefit Plan	  	
			
	Type of Plan Administration:	  	Self-Administered	  	
			
	Name and Address of Plan Administrator:	  	 Severance Plan Committee
 Restoration Hardware,
Inc.
 15 Koch Road, Suite J
 Corte Madera, California
94925
 Attn: SVP, Human Resources
	  	
			
	Claims Reviewer and business address:	  	 Restoration Hardware, Inc.
 15 Koch Road, Suite
J
 Corte Madera, California 94925
 Attn: SVP, Human Resources

	  	
			
	Agent for Service of Legal Process:	  	Restoration Hardware, Inc. – Senior Vice President of Human resources	  	
			
	Effective Date:	  	November 7, 2007	  	

  

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 Notice of Rights Under ERISA 
 As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan participants shall be entitled to: 
 Receive Information About Your Plan and Benefits 
  

	 	•	 	 Examine, without charge, at the office of the Plan Administrator, and at other specified locations, such as worksites, all documents governing the Plan, including a
copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. 


  

	 	•	 	 Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including copies of the latest annual report (Form
5500 Series) filed, if applicable, and an updated summary plan description. The Plan Administrator may assess a reasonable charge for copies of these documents. 


 Prudent Actions by Plan Fiduciaries 
 In addition to creating rights for Plan participants, ERISA
imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants. No
one, including the Company or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining severance benefits to which you are entitled under the Plan, or from exercising your rights under ERISA.

 Enforce Your Rights 
 If your claim for
a severance benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

 Under ERISA, there are steps that you can take to enforce the above rights. For instance, if you request a copy of the Plan documents or
the latest annual report (Form 5500 Series) from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, a court may require the Plan Administrator to provide the requested materials and pay you up to
$110 a day until you receive them, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or
Federal court. 
 If it should happen that Plan fiduciaries misuse the Plan’s money or if you are discriminated against for asserting
your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide which party will be responsible for paying court costs and legal fees. If you are successful, the court may order
the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 
  


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 Assistance With Your Questions 
 If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents
from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. Additional information may also be obtained from its Web Site at http://www.dol.gov/ebsa. You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 
  

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 EXHIBIT B 
 SEVERANCE PER SECTION 4(a) 
  

			
	 •     Title
	  	Severance
		
	 •     SVP and above*
	  	52 weeks Salary
		
	 •     VP*
	  	26 weeks Salary
		
	 •     Senior Director*
	  	13 weeks Salary
		
	 •     Director*
	  	13 weeks Salary
		
	 •     Senior Manager*
	  	8 weeks Salary
		
	 •     Manager*
	  	8 weeks Salary
		
	 •     All Other Salaried Employees*
	  	4 weeks Salary
		
	 •     Hourly Employees
	  	2 weeks of Salary per year of employment (reduced pro-rata for part-time employment)



	*	Eligible Employees who are salaried are eligible for Severance that is the greater of the stated number of weeks of Salary or one week of Salary for each year of the Eligible
Employee’s employment with the Company. 

  

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