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Exhibit
10.2
RESTORATION HARDWARE,
INC.
CHANGE IN CONTROL
RETENTION 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) “ Board
” shall mean the Company’s Board of Directors, as
constituted from time to time.
(b) “ 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.
(c) “ Change in
Control Date ” shall mean the date on which a Change in
Control is consummated.
(d) “ Code
” shall mean the Internal Revenue Code of 1986, as amended,
and any applicable rulings and regulations promulgated
thereunder.
(e) “ 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.
(f) “ Company
” shall mean Restoration Hardware, Inc., a Delaware
corporation, and any successor thereto.
(g) “ Effective
Date ” shall mean November 7, 2007.
(h) “ Eligible
Employee ” shall have the meaning set forth in
Section 3.
(i) “ Plan
” shall mean this Restoration Hardware, Inc. Change in
Control Retention Plan, as amended from time to time.
(j) “ Plan
Administrator ” shall mean the Committee or the person(s)
designated by the Committee in accordance with
Section 5.
(k) “ 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.”
(l) “ Potential
Change in Control Date ” shall mean the date on which a
Potential Change in Control occurs.
(m) “ Retention
Bonus ” shall have the meaning set forth in
Section 4.
(n) “ Section
409A ” shall mean Section 409A of the Code and the
applicable rulings and regulations promulgated
thereunder.
(o) “ Section 409A
Compliance ” shall have the meaning set forth in
Section 10(f).
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 from
time to time in writing as eligible to participate, and such
employee remains an employee of the Company on the Change in
Control Date.
Section 4.
Retention Bonus .
(a) Amount . An
Eligible Employee who has been designated as eligible to receive a
retention payment for continuous employment with the Company
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