Restoration Hardware 2012 Annual Report Download - page 37

trading days. Resale restrictions with respect to 41,301 of Mr. Dunaj’s shares lapse over time based on
Mr. Dunaj’s continued service in accordance with the dates set forth in the award agreement.
(3) Resale restrictions with respect to 378,798 of Mr. Friedman’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 190,632 of Mr. Friedman’s shares lapse over time based on
Mr. Friedman’s continued service in accordance with the dates set forth in the award agreement. Resale
restrictions with respect to 571,253 of Mr. Friedman’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) , and as of May 10, 2013, 480,959 of such shares remained subject to resale
restrictions.
(4) Calculated based on the per share closing price of our common stock of $36.23 per share as on February 2,
2013 on the NYSE.
Options Exercised, Units Vested and Stock Vested
None of our named executive officers exercised stock options to purchase shares of our common stock
during fiscal 2012. The following table provides information relating to the units held under the Team Resto
Ownership Plan that vested from the beginning of fiscal 2012 to the Reorganization and the unvested shares
awarded under the Replacement Plan that vested from the Reorganization until the end of fiscal 2012.
Unit Awards Stock Awards
Name
Number TROP
Units Vested
Value Realized
on Vesting of
TROP Units (1)
Number of Restricted
Replacement Plan
Shares Vested
Value Realized
on Vesting of
Replacement
Plan Shares (2)
Carlos Alberini 2,038,411 $10,298,906 341,254 $12,547,482
Karen Boone ——— —
Ken Dunaj 553,925 $ 2,485,692 — —
Gary Friedman 2,126,814 $ 9,550,129 614,258 $22,585,499
(1) Represents the total fair market value for these units upon vesting, calculated on an aggregate basis as of the
dates the respective units vested.
(2) Represents the total fair market value for these shares upon vesting, calculated on an aggregate basis as of
the dates the respective shares vested.
Employment and Other Agreements
The following is a description of the terms of the employment agreements with each of our named executive
officers.
Carlos Alberini
In connection with our initial public offering, we entered into an amended and restated employment
agreement with Mr. Alberini, our Chief Executive Officer. Mr. Alberini’s employment agreement provides for an
annual base salary of at least $1.1 million. Mr. Alberini is eligible for annual bonus compensation targeted at
between 85% and 125% of his annual base salary.
If Mr. Alberini’s employment is terminated by us without cause (as defined in the agreement), or by
Mr. Alberini for good reason (as defined in the agreement), he is entitled to (a) all accrued salary and vacation
pay through the termination date, (b) any earned and unpaid portion of his annual bonus, (c) severance payments
totaling $3.0 million, less withholdings, paid on our regular payroll schedule over the 24 months following the
termination date, (d) a pro-rata amount (based on the number of days Mr. Alberini was employed during the
fiscal year through the termination date) of Mr. Alberini’s target bonus for the applicable fiscal year in which
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Proxy Statement