Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 14, 2008, John Hellmann, the Vice President and Chief Financial Officer of Design Within Reach, Inc. (the "Company") announced his resignation, effective on November 28, 2008.

The Company also announced that Theodore R. Upland III, 52, would be appointed the Vice President and Chief Financial Officer of the Company, effective on December 1, 2008. Mr. Upland previously served as the acting Chief Executive Officer of Britanne Corp., a manufacturer and wholesaler of microfiber products, from November 2006 to November 2008, and as the acting Chief Financial Officer for Tippett Studios, a computer graphics animation studio, from March 2007 to November 2008. Prior to that, he served as the Chairman, Chief Executive Officer and President of Prints Plus, Inc., a retailer of prints and framing from April 1997 to May 2006. Prior to that, he served as the Executive Vice President and Chief Operating Officer and the Senior Vice President and Chief Financial Officer of Prints Plus, Inc. from July 1990 to April 1997. Prior to that, Mr. Upland served as the Chief Financial Officer of Impostors, Inc., Supercuts, Inc. and Aca Joe, Inc. Mr. Upland holds a B.S. in Political Science, a J.D. and an M.B.A., each from Santa Clara University in Santa Clara, California.

Pursuant to the terms of Mr. Upland's offer letter with the Company, Mr. Upland's annual salary will be $275,000 per year. Mr. Upland will also be eligible to participate in the Company's bonus plan. If Mr. Upland is terminated without cause or if he is terminated three months prior to or six months after a change of control of the Company, he will receive six months' worth of his salary payable in installments pursuant to the Company's regular payroll. The Company will also recommend that the Board of Directors grant Mr. Upland an option to purchase 150,000 shares of the Company's common stock with an exercise price equal to the closing price of the Company's common stock on the later of the date of grant or Mr. Upland's start date. Twenty-five percent of the shares subject to the option will vest twelve months following the date of grant and the remainder will vest monthly thereafter over three years at a rate of 1/36 of the remaining unvested shares subject to the option.

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