This excerpt taken from the RSTO 10-Q filed Jun 9, 2005.



This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this               day of             , 2005 by and between Restoration Hardware, Inc., a Delaware corporation (the “Company”), and                             (the “Indemnitee”).


WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers;


WHEREAS, the Indemnitee is a director and/or officer of the Company;


WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;


WHEREAS, the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), allows, and the Company’s Amended and Restated Bylaws (the “Bylaws”) require, the Company to indemnify and advance expenses to its directors and officers to the extent permitted by the DGCL (as hereinafter defined);


WHEREAS, the Indemnitee has been serving and intends to continue serving as a director and/or officer of the Company in part in reliance on the indemnification provisions of the Certificate of Incorporation and Bylaws; and


WHEREAS, in recognition of the Indemnitee’s need for (i) substantial protection against personal liability, (ii) specific contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws will be available to the Indemnitee, regardless of, among other things, any amendment to or revocation of the Bylaws or any change in the composition of the Company’s Board of Directors (the “Board”) or acquisition transaction relating to the Company, and (iii) an inducement to continue to provide effective services to the Company as a director and/or officer thereof, the Company wishes to provide for the indemnification of the Indemnitee and to advance expenses to the Indemnitee to the fullest extent permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained by the Company, to provide for the continued coverage of the Indemnitee under the Company’s directors’ and officers’ liability insurance policies.


NOW, THEREFORE, in consideration of the premises contained herein and of the Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:




Ethan Allen Interiors (ETH)
Williams-Sonoma (WSM)
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