Restoration Hardware 2012 Annual Report Download - page 47

Equity Grants
We have made certain equity grants to members of our senior management and certain members of our
board of directors. For more information regarding these grants, see “Executive Compensation—Compensation
Tables.”
Director and Officer Indemnification and Limitation of Liability
Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the
Delaware General Corporation Law (the “DGCL”), subject to certain exceptions contained in our bylaws. In
addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for
breach of fiduciary duty.
We entered into indemnification agreements with each of our executive officers and directors. The
indemnification agreements provide the executive officers and directors with contractual rights to
indemnification, expense advancement and reimbursement, to the fullest extent permitted under the DGCL,
subject to certain exceptions contained in those agreements.
There is no pending litigation or proceeding naming any of our directors or officers to which
indemnification is being sought, and we are not aware of any pending litigation that may result in claims for
indemnification by any director or officer.
Our Policy Regarding Related Party Transactions
We have a written policy with respect to related party transactions. Under our related party transaction
policies and procedures, a “Related Party Transaction” is any financial transaction, arrangement or relationship
(or series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries is a
participant and in which a Related Party has or will have a direct or indirect interest, other than any transactions,
arrangements or relationships in which the aggregate amount involved will not or may not be expected to exceed
$120,000 in any calendar year, subject to certain exceptions. A “Related Party” is any of our executive officers,
directors or director nominees, any stockholder directly or indirectly beneficially owning in excess of 5% of our
stock or securities exchangeable for our stock, or any immediate family member of any of the foregoing persons.
Pursuant to our related person transaction policies and procedures, any Related Party Transaction must be
reviewed by the audit committee. In connection with its review of a Related Party Transaction, the audit
committee may take into account, among other factors it deems appropriate, whether the Related Party
Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the
same or similar circumstances and the extent of the related party’s interest in the Related Party Transaction.
Management shall present to the audit committee the following information, to the extent relevant, with respect
to actual or potential Related Party Transactions:
1. A general description of the transaction(s), including the material terms and conditions;
2. The name of the related party and the basis on which such person or entity is a related party;
3. The related party’s interest in the transaction(s), including the related party’s position or relationship
with, or ownership of, any entity that is a party to or has an interest in the transaction(s);
4. The approximate dollar value of the transaction(s), and the approximate dollar value of the related
party’s interest in the transaction(s) without regard to amount of profit or loss;
5. In the case of a lease or other transaction providing for periodic payments or installments, the
aggregate amount of all periodic payments or installments expected to be made;
6. In the case of indebtedness, the aggregate amount of principal to be outstanding and the rate or amount
of interest to be payable on such indebtedness; and
7. Any other material information regarding the transaction(s) or the related party’s interest in the
transaction(s).
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Proxy Statement