Form of Restricted Stock Unit Agreement


 Exhibit 10.1 
 RESTORATION HARDWARE, INC. 
 1998 STOCK INCENTIVE PLAN 
 NOTICE OF RESTRICTED STOCK UNIT AWARD 
  

			
	 Grantee’s Name and Address:
	 	  

		
		 	  

		
		 	  


 You (the “Grantee”) have been granted an award of Restricted Stock Units (the
“Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Restoration Hardware, Inc. 1998 Stock Incentive Plan, as amended from time to time (the “Plan”) and the
Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan. 
  

			
	 Award Number
	 	  

		
	 Date of Award
	 	  

		
	 Vesting Commencement Date
	 	  

		
	 Total Number of Restricted Stock Units Awarded
 (the “Units”)
	 	  


 Vesting Schedule: 
 Subject to the Grantee’s continuous Service and other limitations set forth in this Notice, the Agreement and the Plan, the Units will “vest” in accordance with the following schedule (the “Vesting
Schedule”): 
 [INSERT VESTING SCHEDULE] 
 In the event of the Grantee’s change in status from Employee to consultant or Eligible Director, the determination of whether such change in status results in a termination of Service will be determined in
accordance with Section 409A of the Code. 
 For purposes of this Notice and the Agreement, the term “vest” shall mean, with
respect to any Units, that such Units are no longer subject to forfeiture to the Corporation. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit. 
 Vesting shall cease upon the date the Grantee terminates Service for any reason, including death or Permanent Disability. In the event the Grantee
terminates Service for any reason, including death or Permanent Disability, any unvested Units held by the Grantee immediately following such termination of the Grantee’s Service shall be forfeited and deemed reconveyed to the Corporation and
the Corporation shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee. 
 IN WITNESS WHEREOF, the Corporation and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of
this Notice, the Plan, and the Agreement. 
  

			
	 RESTORATION HARDWARE, INC.
 a Delaware
corporation

		
	By:	 	  

	Title:	 	  

	Date:	 	  









 THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S
SERVICE OR AS OTHERWISE SPECIFICALLY PROVIDED HEREIN (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE
PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE THE GRANTEE’S SERVICE AT ANY
TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE CORPORATION TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 
  

 2 







 Grantee Acknowledges and Agrees: 
 The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof,
and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee further agrees and acknowledges that this Award is a non-elective arrangement pursuant to Section 409A of the Code. 
 The Grantee further acknowledges that, from time to time, the Corporation may be in a “blackout period” and/or subject to applicable federal
securities laws that could subject the Grantee to liability for engaging in any transaction involving the sale of the Corporation’s Shares. The Grantee further acknowledges and agrees that, prior to the sale of any Shares acquired under this
Award, it is the Grantee’s responsibility to determine whether or not such sale of Shares will subject the Grantee to liability under insider trading rules or other applicable federal securities laws. 
 The Grantee understands that the Award is subject to the Grantee’s consent to access this Notice, the Agreement, the Plan and the Plan prospectus
(collectively, the “Plan Documents”) in electronic form on the Corporation’s intranet or otherwise. By signing below (or by providing an electronic signature) and accepting the grant of the Award, the Grantee: (i) consents to
access electronic copies (instead of receiving paper copies) of the Plan Documents via the Corporation’s intranet; (ii) represents that the Grantee has access to the Corporation’s intranet or otherwise; (iii) acknowledges receipt
of electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents; and (iv) acknowledges that the Grantee is familiar with and accepts the Award subject to the terms and provisions of the Plan Documents.

 The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Agreement
shall be resolved by the Plan Administrator in accordance with Section 8 of the Agreement. The Grantee further agrees to the venue and jurisdiction selection in accordance with Section 9 of the Agreement. The Grantee further agrees to
notify the Corporation upon any change in his or her residence address indicated in this Notice. 
  

							
	Date:	 	                                      
                                        
    	 		 	                                      
                                        
    
		 		 		 	Grantee’s Signature
				
		 		 		 	                                      
                                        
    
		 		 		 	Grantee’s Printed Name

  

 3 







 RESTORATION HARDWARE, INC. 
 1998 STOCK INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AGREEMENT

 1. Issuance of Units. Restoration Hardware, Inc., a Delaware corporation (the “Corporation”), hereby issues to
the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”) an award (the “Award”) of the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “Units”),
subject to the Notice, this Restricted Stock Unit Agreement (the “Agreement”) and the terms and provisions of the Restoration Hardware, Inc. 1998 Stock Incentive Plan, as amended from time to time (the “Plan”), which is
incorporated herein by reference. Unless otherwise provided herein, the terms in this Agreement shall have the same meaning as those defined in the Plan. 
 2. Transfer Restrictions. The Units may not be transferred in any manner other than by will or by the laws of descent and distribution. 
 3. Conversion of Units and Issuance of Shares. 
 (a) General. Subject to Section 3(b), one share of Common Stock shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately prior to the specified effective date
of a Change in Control (as defined in the Plan), which also constitutes a “change in the ownership or effective control, or in the ownership of a substantial portion of the assets” (as defined in Section 409A of the Code) of the
Company, and subject to Section 3(b), vesting shall accelerate and one Share shall be issuable for each Unit subject to the Award except to the extent that the Award is Assumed in connection with such Change in Control. Immediately thereafter,
or as soon as administratively feasible, the Company will transfer such Shares to the Grantee upon satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded
and shall not be converted into a fractional Share. For purposes of this Agreement, “Assumed” means that pursuant to a Change in Control either (i) the Award is expressly affirmed by the Corporation or (ii) the contractual
obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Change in Control with appropriate adjustments to the number and type of securities of the
successor entity or its Parent subject to the Award. 
 (b) Delay of Conversion. The conversion of the Units into the Shares under
Section 3(a), above, shall be delayed in the event the Corporation reasonably anticipates that the issuance of the Shares would constitute a violation of federal securities laws or other Applicable Laws. If the conversion of the Units into the
Shares is delayed by the provisions of this Section 3(b), the conversion of the Units into the Shares shall occur at the earliest date at which the Corporation reasonably anticipates issuing the Shares will not cause a violation of federal
securities laws or other Applicable Laws. For purposes of this Section 3(b), the issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not considered a
violation of Applicable Laws. 
 (c) Delay of Issuance of Shares. The Corporation shall have the authority to delay the issuance of
any Shares under this Section 3 to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees” of certain publicly-traded companies); in
such event, any Shares to which the Grantee would otherwise be entitled during the six (6) month period following the date of the Grantee’s termination of Service will be issuable on the first business day following the expiration of such
six (6) month period. 
 4. Right to Shares. The Grantee shall not have any right in, to or with respect to any of the Shares
(including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee. 






 5. Taxes. 
 (a) Tax Liability. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Corporation or any Parent or Subsidiary of the
Corporation takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Corporation nor any Parent or Subsidiary of the Corporation makes any representation or undertaking regarding the treatment of any
tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares issuable pursuant to the Award. The Corporation does not commit and is under no obligation to structure the Award to reduce or eliminate the
Grantee’s tax liability. 
 (b) Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting)
that the Corporation determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any employment tax obligation (the “Tax Withholding Obligation”), the Grantee must arrange for
the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Corporation. 
 (i) By Share
Withholding. The Grantee authorizes the Corporation to, upon the exercise of its sole discretion, withhold from those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding
Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Corporation or any Parent or Subsidiary of the
Corporation as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above. 
 (ii) By Sale of Shares. Unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause
(iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Corporation and any brokerage firm determined acceptable to the Corporation for such purpose to, upon the exercise of
Corporation’s sole discretion, sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Corporation determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum
applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs
of sale, and the Grantee agrees to indemnify and hold the Corporation harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding
Obligation, the Corporation agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Corporation or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such
sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Corporation or any Parent or Subsidiary of the Corporation as soon as practicable, including through
additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above. 
 (iii) By Check, Wire Transfer or Other Means. At any time not less than five (5) business days (or such fewer number of business days as determined by the Plan Administrator) before any Tax Withholding Obligation arises (e.g., a
vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Corporation an amount that the Corporation determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire
transfer to such account as the Corporation may direct, (y) delivery of a certified check payable to the Corporation, or (z) such other means as specified from time to time by the Plan Administrator. 
 Notwithstanding the foregoing, the Corporation or a Parent or Subsidiary of the Corporation also may satisfy any Tax Withholding Obligation by offsetting any amounts
(including, but not limited to, salary, bonus and severance payments) payable to the Grantee by the Corporation and/or a Parent or Subsidiary of the Corporation. 
 6. Entire Agreement; Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Corporation and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Corporation and the 

  

 2 







 
Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any
choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Agreement be determined
to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 
 7.
Construction. The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall
include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 8. Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this
Agreement shall be submitted by the Grantee or by the Corporation to the Plan Administrator. The resolution of such question or dispute by the Plan Administrator shall be final and binding on all persons. 
 9. Venue and Jurisdiction. The parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this
Agreement shall be brought exclusively in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San
Francisco) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding
brought in such court. If any one or more provisions of this Section 9 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to
make it or its application valid and enforceable. 
 10. Notices. Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United
States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 
 11. Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Corporation, in the exercise of its sole
discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of
Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Corporation deems appropriate or advisable. 
 END OF AGREEMENT 
  

 3