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Exhibit
10.3
RESTORATION HARDWARE,
INC.
2007 STOCK INCENTIVE
PLAN
NOTICE OF NON-QUALIFIED
STOCK OPTION AWARD
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| Grantee’s Name and Address: |
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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, Inc. 2007 Stock Incentive Plan, as amended
from time to time (the “Plan”), and the Non-Qualified
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.
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| Award
Number |
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| Date of
Award |
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| Vesting Commencement Date |
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| Exercise
Price per Share |
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$ |
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| Total Number of Shares subject
to the Option (the “Shares”) |
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| Total
Exercise Price |
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$ |
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| Type of
Option: |
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Non-Qualified Stock Option |
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| Expiration Date: |
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| Post-Termination Exercise Period: |
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Three (3) Months |
Vesting Schedule :
Subject to the
Grantee’s Continuous Service and other limitations set forth
in this Notice, the Plan and the Option Agreement, the Option may
be exercised, in whole or in part, in accordance with the following
schedule:
Twenty-five percent
(25%) of the Shares subject to the Option shall vest twelve
months after the Vesting Commencement Date, and an additional
twenty-five percent (25%) of the Shares subject to the Option
shall vest on each annual anniversary of the Vesting Commencement
Date thereafter.
1
Notwithstanding the
foregoing, immediately prior to the consummation of a Corporate
Transaction or a Change in Control, one-hundred percent
(100%) of the Shares subject to the Option shall vest and be
exercisable.
IN WITNESS WHEREOF, the
Company and the Grantee have executed this Notice and agree that
the Option is to be governed by the terms and conditions of this
Notice, the Plan and the Option Agreement.
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RESTORATION HARDWARE,
INC.
a Delaware corporation
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| By: |
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| Title: |
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THE GRANTEE ACKNOWLEDGES AND AGREES THAT
THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING
THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH
THE ACT OF BEING GRANTED THE OPTION OR ACQUIRING SHARES
HEREUNDER).
The Grantee acknowledges
that, from time to time, the Company 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 Company’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.
To the extent the Company
provides the documents described herein in electronic form, the
Grantee understands that, in such event, the Option is subject to
the Grantee’s consent to access this Notice, the Option
Agreement, the Plan and the Plan prospectus (collectively, the
“Plan Documents”) in electronic form on the
Company’s intranet or otherwise. By signing below (or by
providing an electronic signature) and accepting the grant of the
Option, the Grantee: (i) consents to access electronic copies
(instead of receiving paper copies) of the Plan Documents via the
Company’s intranet; (ii) represents that the Grantee has
access to the Company’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 Option subject to the terms and provisions of
the Plan Documents. The Grantee has reviewed the Plan Documents in
their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Notice, and fully understands all
provisions of the Plan Documents.
The Grantee hereby agrees
that all questions of interpretation and administration relating to
the Plan Documents shall be resolved by the Administrator in
accordance with Section 13 of the Option Agreement. The
Grantee further agrees to the venue selection in accordance with
Section 14 of the Option Agreement. The Grantee further agrees
to notify the Company upon any change in the residence address
indicated in this Notice.
2
Award Number:
RESTORATION HARDWARE,
INC.
2007 STOCK INCENTIVE
PLAN
NON-QUALIFIED STOCK
OPTION AWARD AGREEMENT
1. Grant of Option .
Restoration Hardware, Inc., a Delaware corporation (the
“Company”), hereby grants to the Grantee (the
“Grantee”) named in the Notice of Non-Qualified Stock
Option Award (the “Notice”), an option (the
“Option”) to purchase the Total Number of Shares of
Common Stock subject to the Option (the “Shares”) set
forth in the Notice, at the Exercise Price per Share set forth in
the Notice (the “Exercise Price”) subject to the terms
and provisions of the Notice, this Non-Qualified Stock Option Award
Agreement (the “Option Agreement”) and the
Company’s 2007 Stock Incentive Plan, as amended from time to
time (the “Plan”), which are incorporated herein by
reference. Unless otherwise defined herein, the terms defined in
the Plan shall have the same defined meanings in this Option
Agreement.
The Option is intended to
qualify as a Non-Qualified Stock Option and not as an Incentive
Stock Option as defined in Section 422 of the Code.
2. Exercise of Option
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(a) Right to Exercise
. The Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice and with the
applicable provisions of the Plan and this Option Agreement. The
Option shall be subject to the provisions of Section 11 of the
Plan relating to the exercisability or termination of the Option in
the event of a Corporate Transaction or a Change in Control. The
Grantee shall be subject to reasonable limitations on the number of
requested exercises during any monthly or weekly period as
determined by the Administrator. In no event shall the Company
issue fractional Shares.
(b) Method of Exercise
. The Option shall be exercisable only by delivery of an exercise
notice (a form of which is attached as Exhibit A) or by such other
procedure as specified from time to time by the Administrator which
shall state the election to exercise the Option, the whole number
of Shares in respect of which the Option is being exercised, and
such other provisions as may be required by the Administrator. The
exercise notice shall be delivered in person, by certified mail, or
by such other method (including electronic transmission) as
determined from time to time by the Administrator to the Company
accompanied by payment of the Exercise Price and all applicable
income and employment taxes required to be withheld. The Option
shall be deemed to be exercised upon receipt by the Company of such
notice accompanied by the Exercise Price and all applicable
withholding taxes, which, to the extent selected, shall be deemed
to be satisfied by use of the broker-dealer sale and remittance
procedure to pay the Exercise Price provided in Section 4(d)
below to the extent such procedure is available to the Grantee at
the time of exercise and such an exercise would not violate any
Applicable Law.
1
(c) Taxes . No Shares
will be delivered to the Grantee or other person pursuant to the
exercise of the Option until the Grantee or other person has made
arrangements acceptable to the Administrator for the satisfaction
of applicable income tax and employment tax withholding
obligations, including, without limitation, such other tax
obligations of the Grantee incident to the receipt of Shares. Upon
exercise of the Option, the Company or the Grantee’s employer
may offset or withhold (from any amount owed by the Company or the
Grantee’s employer to the Grantee) or collect from the
Grantee or other person an amount sufficient to satisfy such tax
withholding obligations.
3. Restrictions on
Exercise . The Option may not be exercised if the issuance of
the Shares subject to the Option upon such exercise would
constitute a violation of any Applicable Laws. If the exercise of
the Option within the applicable time periods set forth in
Section 5, 6, and 7 of this Option Agreement is prevented by
the provisions of this Section 3, the Option shall remain
exercisable until one (1) month after the date the Grantee is
notified by the Company that the Option is exercisable, but in any
event no later than the Expiration Date set forth in the
Notice.
4. Method of Payment .
Payment of the Exercise Price shall be made by any of the
following, or a combination thereof, at the election of the
Grantee; provided, however, that such exercise method does not then
violate any Applicable Law and, provided further, that the portion
of the Exercise Price equal to the par value of the Shares must be
paid in cash or other legal consideration permitted by the Delaware
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