Offer Letter
Category: Employment Agreements
FIRST AMENDMENT
TO
OFFER LETTER
THIS FIRST AMENDMENT TO OFFER LETTER (this “Amendment”) is executed and delivered effective as of November 15, 2007, by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”) and Ken Dunaj, an individual resident of the State of California (“Employee”).
RECITALS
WHEREAS, the Company and Employee previously executed and delivered an Offer Letter, dated as of May 5, 2006 (the “Original Agreement”); and
WHEREAS, the Company and Employee now wish to amend the Original Agreement in order to provide for a Retention Incentive Payment (as defined below), enhanced severance protection and a limitation of the events comprising “Involuntary Termination” following a Change of Control, pursuant to the terms and conditions described herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and Employee, intending to be legally bound, hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Original Agreement.
2. A new section is hereby added to the Original Agreement following the section on “Miscellaneous Benefits,” reading as follows and effective for thirty-six (36) months from the date hereof:
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Retention Incentive Payment |
In the event of a Change of Control (as defined in Attachment B), the Company shall pay you a one-time retention incentive payment of Two Hundred Fifty Thousand Dollars ($250,000), less state, federal and other applicable tax withholdings (the “Retention Incentive Payment”), within thirty (30) days of the consummation of the Change of Control (“Change of Control Date”), provided that you have continued to be employed by the Company through the Change of Control Date. Notwithstanding the preceding sentence, if within sixty (60) days prior to the Change of Control Date with respect to a Change of Control that constitutes a “change in ownership or effective control” or a “change in the ownership of a substantial portion of the assets” of the Company under Internal Revenue Code Section 409A (“409A Change of Control”), the Company has terminated your employment Not for Cause, the Retention Incentive Payment shall be payable within thirty (30) days of the Change of Control Date. If within sixty (60) days prior to the Change of Control Date with respect to a Change of Control that does not constitute a 409A Change of Control, the Company has terminated your employment Not for Cause, the Retention Incentive Payment shall be payable within sixty (60) days of your “separation from service” under Code Section 409A. The Retention Incentive Payment shall only be payable, if at all, with respect to the first Change of Control occurring after the date hereof. |
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