RSTO Restoration Hardware (MM)

On November 15, 2007, Restoration Hardware, Inc. (the “Company”) entered into amendments (each, an “Amendment” and collectively, the “Amendments”) to certain offer letters with each of Chris Newman, the Chief Financial Officer of the Company, and Ken Dunaj, the Chief Operating Officer of the Company.

Pursuant to Mr. Newman’s Amendment, in the event of a change of control, the Company will pay Mr. Newman a retention bonus in the amount of $150,000, so long as he has continued to be employed by the Company through the consummation of the change of control (the “Change of Control Date”), or his employment is terminated without cause within sixty (60) days before the Change of Control Date. The Amendment provides that the foregoing amount will be paid within thirty (30) days after the Change of Control Date. In addition, in the event Mr. Newman is terminated without cause or resigns for good reason within 18 months following a change in control, he will receive compensation continuation for a period of twelve (12) months from his termination date at the rate of two (2) times his then annual base salary, plus $400,000. Pursuant to the Amendment for Mr. Newman, the initial options granted to him will become fully vested and exercisable if, within 18 months after a change of control, he is terminated by the Company without cause or resigns for good reason. Mr. Newman’s entitlement to any severance payments and acceleration of stock option grant will be contingent upon his execution of a written release in favor of the Company. The Amendment also amended the definition of Involuntary Termination in Mr. Newman’s offer letter with respect to the events that would result in a severance payment upon the termination of employment after a change of control.

Pursuant to Mr. Dunaj’s Amendment, in the event of a change of control, the Company will pay Mr. Dunaj a retention bonus in the amount of $250,000, so long as he has continued to be employed by the Company through the Change of Control Date or his employment is terminated without cause within sixty (60) days before the Change of Control Date. The Amendment provides that the foregoing amount will be paid within thirty (30) days after the Change of Control Date. In addition, in the event Mr. Dunaj is terminated without cause or resigns for good reason within 18 months following a change in control, he will receive compensation continuation for a period of twelve (12) months from his termination date at the rate of two (2) times his then annual base salary, plus $600,000. Pursuant to the Amendment for Mr. Dunaj, the initial options granted to him will become fully vested and exercisable if, within 18 months after a change of control, he is terminated by the Company without cause or resigns for good reason. Mr. Dunaj’s entitlement to any severance payments and acceleration of stock option grant will be contingent upon his execution of a written release in favor of the Company. The Amendment also amended the definition of Involuntary Termination in Mr. Dunaj’s offer letter with respect to the events that would result in a severance payment upon the termination of employment after a change of control.

The Amendments are attached as Exhibits 10.1 and 10.2 hereto and are incorporated by reference herein. The foregoing description of the Amendments do not purport to be complete and are qualified in its entirety by reference to the full text of the Amendments.