Restoration Hardware 2012 Annual Report Download - page 36

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 $38.75 for at least ten consecutive trading days and the amount shown in the “maximum” 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 $46.50 for at least ten consecutive trading days. See “Compensation Discussion and
Analysis—Long-Term Equity Incentive Compensation” above for additional information.
(3) Reflects the aggregate grant date fair value of the awards made in fiscal 2012, computed in accordance with FASB ASC 718. See
Note 12—Stock-Based Compensation to our audited consolidated financial statements.
(4) Represents the aggregate number of shares awarded in fiscal 2012 to the named executive officer in connection with the Reorganization,
under the Replacement Plan for which resale restrictions would lapse over time based on such named executive officer’s continued
service with our Company. See “Compensation Discussion and Analysis—Long-Term Equity Incentive Compensation” above for
additional information.
(5) Represents the aggregate number of vested, unrestricted shares awarded in fiscal 2012 to the named executive officer in connection with
the Reorganization under the Replacement Plan. See “Compensation Discussion and Analysis—Long-Term Equity Incentive
Compensation” above for additional information.
(6) The amounts disclosed reflect the expense recorded on November 1, 2012 with respect to performance-based stock awards made to our
named executive officers in connection with the Reorganization not granted in respect of existing units, computed in accordance with
FASB ASC 718. See Note 12—Stock-Based Compensation to our audited consolidated financial statements. No amounts were recorded
as expense on November 1, 2012 for 658,617 and 1,185,511 shares of unvested stock granted to Mr. Alberini and Mr. Friedman,
respectively, in respect of previously held 2X—3X and 3X—5X performance-based units that had not vested at the Reorganization.
(7) The amounts disclosed reflect the expense recorded on November 1, 2012 with respect to acceleration at the Reorganization of unvested
time-based units previously held, computed in accordance with FASB ASC 718. See Note 12—Stock-Based Compensation to our
audited consolidated financial statements.
(8) In accordance with FASB ASC 718, no incremental expense was recorded on November 1, 2012 for 197,686, 161,709 and 670,378
shares granted to Mr. Alberini, Mr. Dunaj and Mr. Friedman, respectively, with respect to previously held time-based and performance-
based units that vested at the Reorganization.
(9) Restrictions on these shares will lapse only when our common stock reaches a ten-trailing day average price per share of $46.50 for at
least ten consecutive days.
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth certain information regarding the outstanding equity awards held by our named
executive officers as of February 2, 2013.
Stock Awards
Name
Number of
Securities Underlying
Unexercised
Options
Exercisable but
Restricted
(#)
Number of
Securities Underlying
Unexercised
Options
Unexercisable and
Unrestricted
(#)
Option
Exercise
Price ($)
Option
Expiration
Date
Number of Shares
Subject to Selling
Restrictions (#)
Market Value
of Shares of
Stock Subject to
Selling
Restrictions($) (4)
Carlos Alberini 2,976,826 — $46.50 10/31/22 887,718(1) $32,162,023
Karen Boone 206,000 24,000 $24.00 10/31/22 — —
Ken Dunaj 95,600 — $29.00 10/31/22 188,682(2) $ 6,835,949
Gary Friedman 2,976,826 — $46.50 10/31/22 1,140,683(3) $41,326,945
(1) Resale restrictions with respect to 236,749 of Mr. Alberini’s shares lapse on the date on which the ten-day
average trading price of our common stock reaches a price per share of $46.50 for at least ten consecutive
trading days. Resale restrictions with respect to 333,606 of Mr. Alberini’s shares lapse over time based on
Mr. Alberini’s continued service in accordance with the dates set forth in the award agreement. Resale
restrictions with respect to 317,363 of Mr. Alberini’s shares lapse during the period from February 2, 2013
through November 1, 2015 when the ten-day average trading price of our common stock exceeds a price per
share of $36.16 per share for at least ten consecutive trading days and such restrictions shall fully lapse
when the price of our common stock reaches a price per share of $46.50 for at least ten consecutive trading
days (with proportional vesting in between), and as of May 10, 2013, 267,200 of such shares remained
subject to resale restrictions.
(2) Resale restrictions with respect to 147,381 of Mr. Dunaj’s shares lapse on the date on which the ten-day
average trading price of our common stock reaches a price per share of $46.50 for at least ten consecutive
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