FORM OF REGISTRATION RIGHTS AGREEMENT by and among RESTORATION HARDWARE HOLDINGS, INC., HOME HOLDINGS, LLC, CP HOME HOLDINGS, LLC, TOWER THREE HOME LLC, AND THE OTHER STOCKHOLDERS PARTY HERETO Dated as of , 2012Registration Rights Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2012, by and among Restoration Hardware Holdings, Inc., a Delaware corporation (the “Company”), Home Holdings, LLC, a Delaware limited liability company (“HH”), CP Home Holdings, LLC (“Catterton”), Tower Three Home LLC (“Tower Three”), Glenhill Capital Overseas Master Fund LP, Glenhill Capital LP, the Glenn J. Krevlin Revocable Trust, and the Krevlin 2005 Gift Trust (collectively “Glenhill”) and each registered or beneficial owner of shares of common stock of the Company listed on Schedule A hereto that has signed a Consent of Holder of Registrable Securities (such parties and each Person listed on Schedule A hereto, individually, a “Holder” and, collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Employment Agreement (the “Agreement”) is entered into as of the date last signed by the parties hereto the “Effective Date”), by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Karen Boone, an individual (the “Executive”).
FORM OF STOCKHOLDERS AGREEMENT by and among RESTORATION HARDWARE HOLDINGS, INC., and HOME HOLDINGS, LLC Dated as of , 2012Stockholders Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2012 (the “Effective Date”), is by and among Restoration Hardware Holdings, Inc., a Delaware corporation (the “Company”) and Home Holdings, LLC, a Delaware limited liability company (“HH” or the “Sponsor”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • California
This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of [ ], 2012, effective as of the Effective Date (as defined below), by and between Restoration Hardware, Inc., a Delaware corporation, with a business address of 15 Koch Road, Suite J, Corte Madera, CA 94925 (the “Company”), and Carlos Alberini, an individual with a residence address of [ ] (the “Executive”).
FORM OF AGREEMENT FOR CERTAIN EXECUTIVES FOR REPLACEMENT SHARES UNDER THERestoration Hardware Holdings Inc • October 31st, 2012 • Retail-furniture stores
The issuance of the Shares pursuant to this Agreement is subject to the terms of the Plan except to the extent the Plan is expressly modified by the terms of this Agreement. This Agreement is intended to set forth some of the material terms of your replacement Shares. Please review the attached Plan document carefully as it contains important additional terms applicable to your replacement Shares that are not set forth in this Agreement. You hereby acknowledge and agree that as a result of this Agreement and the Replacement Agreement dated as of the date hereof among you, the Company and HH, you have no equity or other ownership interest in HH, you are not a member of HH and you have no further rights or obligations under any operating agreement of HH.
STOCK OPTION AGREEMENT FOR CERTAIN EXECUTIVES] RESTORATION HARDWARE HOLDINGS, INC. 2012 STOCK OPTION PLAN NOTICE OF STOCK OPTION AWARDStock Option Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores • Delaware
You (the “Grantee”) have been granted an option to purchase shares of Common Stock, subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Restoration Hardware Holdings, Inc. 2012 Stock Option Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the “Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.
EMPLOYEE FORM OF AWARD AGREEMENT FOR REPLACEMENT AWARDS UNDER THEEmployee Form of Award Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores
In connection with the initial public offering (“IPO”) of Restoration Hardware Holdings, Inc. (“Company”), Home Holdings, LLC (“HH) and the Company will be cancelling all Units issued under the HH Amended and Restated 2008 Team Resto Ownership Plan (“TROP”) and replacing such Units with Awards under the Restoration Hardware Holdings, Inc. 2012 Equity Replacement Plan (“Plan”). The Plan and this award agreement, including Appendix A attached hereto (“Award Agreement”), outline the terms of your replacement Award. Capitalized terms, unless otherwise defined herein, have the meaning given to such terms in the Plan.
FORM OF RESTRICTED STOCK AGREEMENT] RESTORATION HARDWARE HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK AWARDRestricted Stock Award Agreement • October 31st, 2012 • Restoration Hardware Holdings Inc • Retail-furniture stores
You (the “Grantee”) have been granted shares of Common Stock of the Company (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Award (the “Notice”), the Restoration Hardware Holdings, Inc. 2012 Stock Incentive Plan (the “Plan”), as amended from time to time, and the Restricted Stock Award Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice.
