Restoration Hardware 2012 Annual Report Download - page 35

(6) In connection with the Reorganization, in fiscal 2012, Mr. Alberini, Mr. Dunaj, and Mr. Friedman received 1,426,658, 350,391, and 2,425,319
shares of stock under the Replacement Plan. The amounts disclosed reflect the expense recorded on November 1, 2012 with respect to stock
awards made to our named executive officers, computed in accordance with FASB ASC 718. See Note 12—Stock-Based Compensation to our
audited consolidated financial statements.
(7) Reflects the aggregate grant date fair value of the grants of units made in fiscal 2010, computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). See Note 12—Stock-Based Compensation to our audited
consolidated financial statements. The grant date fair value of performance-based awards granted in fiscal 2010 was zero based on the probable
outcome of the performance conditions as assessed on the grant date, calculated in accordance with applicable accounting guidance. If the awards
were valued on the maximum outcome of performance-based conditions, Mr. Alberini’s awards would be valued on grant date at $3,138,591.
(8) Represents a signing bonus of $40,000, a one-time payment of $100,000 to Ms. Boone in connection with the completion of our initial public
offering, and a discretionary bonus of $25,790.
Grants of Plan-Based Awards
The following table provides information on the estimated possible payouts under our MIP for fiscal 2012
based on certain assumptions about the achievement of performance objectives for our Company and the
individual named executive officer at various levels. The following table does not set forth the actual bonuses
awarded to the named executive officers for fiscal 2012 under the MIP. The actual bonuses awarded to the named
executive officers for fiscal 2012 are reported in the Summary Compensation Table under the column entitled
“Non-Equity Incentive Plan Compensation.” The following table also provides information on awards of shares
under the 2012 Equity Replacement Plan and award of stock options granted or approved in fiscal 2012 to each
of our named executive officers.
Name
Grant
Date
Board/
Compensation
Committee
Approval
Date
Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards (1)
Estimated Future
Payouts Under
Equity
Incentive Plan
Awards (2)
All Other
Stock
Awards:
Number
of Shares
of Stock
All Other
Option
Awards:
Number
of Shares
of Securities
Underlying
Option
Exercise
or Base
Price of
Option
Awards
(per share)
Grant
Date Fair
Value of
Stock
Awards)Threshold Target Maximum Threshold Target Maximum
Carlos Alberini N/A N/A $205,000 $1,025,000 $1,281,250 — — — — — — —
11/1/12 11/1/12 — — — 183,064 420,840 895,366 — — — $ 5,681,976(6)
11/1/12 11/1/12 — — — — — — 333,606(4) — — $ 1,030,998(7)
11/1/12 11/1/12 — — — — — — 197,686(5) —— —
(8)
11/1/12 11/1/12 — — — — — — — 2,976,826 $46.50 $17,362,098(3)
Karen Boone N/A N/A $ 28,725 $ 143,625 $ 172,350 — — — — — — —
11/1/12 11/1/12 — — — — — — — 230,000 $24.00 $ 1,996,234(3)
Ken Dunaj N/A N/A $ 54,654 $ 273,270 $ 327,923 — — — — — — —
11/1/12 11/1/12 — — — — — 147,381(9) — — — $ 3,537,144(6)
11/1/12 11/1/12 — — — — — — 41,301(4) — — $ 48,213(7)
11/1/12 11/1/12 — — — — — — 161,709(5) —— —
(8)
11/1/12 11/1/12 — — — — — — — 95,600 $29.00 $ 668,154(3)
Gary Friedman 11/1/12 11/1/12 — — — 329,516 757,513 1,564,309 — — — $ 9,091,152(6)
11/1/12 11/1/12 — — — — — — 190,632(4) — — $ 214,447(7)
11/1/12 11/1/12 — — — — — — 670,378(5) —— —
(8)
11/1/12 11/1/12 — — — — — — — 2,976,826 $46.50 $17,362,098(3)
(1) Amounts shown in these columns are the estimated possible payouts for fiscal 2012 under our MIP and assume the achievement of
performance objectives for our Company at various levels. The actual bonuses awarded to the named executive officers for fiscal 2012
are reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”
The named executive officers are eligible to receive an annual cash bonus based on a percentage of base salary under our MIP. Our
Company’s financial objectives are established each year and the payment and the amount of any bonus are dependent upon whether our
Company achieves those performance goals. The specific amount any participant could receive is dependent on the level of our
performance. The amounts shown in these columns for the named executive officers are based on the following assumptions:
• In the “threshold” column, the amount for each named executive officer reflects the minimum bonus that would have been awarded
if we had met, but had not exceeded, our minimum financial objectives.
• In the “target” column, the amount for each named executive officer reflects the midpoint of the range of bonus amounts that would
have been awarded if we had met, but had not exceeded, our midpoint financial objectives.
• In the “maximum” column, the amount for each named executive officer reflects the maximum bonus that would have been
awarded if we had met or exceeded our maximum financial objectives.
(2) Represents the number of shares awarded in fiscal 2012 to each named executive officer in connection with the Reorganization under the
2012 Equity Replacement Plan that would vest, or for which resale restrictions would lapse, based on the trading price of our common
stock price. The amounts shown in the “threshold” column represent the total number of performance-based restricted shares for which
restrictions would lapse based on the price of our common stock reaching a ten-trailing day average price per share of at least $31.00 for
at least ten consecutive trading days, and the amount shown in the “target” column represent the total number of performance-based
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Proxy Statement