Contract analysis

I. PURPOSE The Board of Directors (the "Board") of Cascade Retail Holdings Inc., a Delaware corporation (the "Company," Nasdaq: CRHI), hereby establishes the Compensation & Human Capital Committee (the "Committee") to assist the Board in fulfilling its oversight responsibilities with respect to the Company's compensation and human capital management programs, policies, and practices. The Committee's overarching purpo

II. COMPOSITION AND MEMBERSHIP A. Size. The Committee shall consist of no fewer than three (3) members of the Board. The Board shall determine the exact number of Committee members from time to time, taking into account the needs of the Board and the Committee's workload. As of the date of adoption of this revised Charter, the Committee is composed of three (3) independent members of the Board. The Board may increase

III. MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet at least four (4) times per year, and more frequently as circumstances require in the judgment of the Chair or any two members of the Committee. The Committee shall establish a schedule of regular meetings for each calendar year, which schedule shall be provided to all Committee members and to the Corporate Secretary. Special meetings of the Committe

IV. AUTHORITY A. General Authority The Committee shall have sole authority to retain, terminate, and approve the fees and other engagement terms of compensation consultants, independent legal counsel, and other advisors as the Committee deems necessary or appropriate to carry out its duties and responsibilities. The Committee shall not be required to obtain the approval of the Board or management to engage or termina

V. DUTIES AND RESPONSIBILITIES The Committee shall have the following duties and responsibilities, in addition to any other duties and responsibilities that may be delegated to the Committee by the Board from time to time. In carrying out its duties and responsibilities, the Committee shall act in accordance with applicable law, Nasdaq listing standards, the Company's governing documents, and the Company's Corporate

1. CEO Compensation. The Committee shall review and approve, or recommend to the full Board for approval, the total compensation of the Chief Executive Officer (currently Julian Voss), including, without limitation: (a) Base salary; (b) Annual cash incentive compensation, including the establishment of performance goals, target and maximum payout opportunities, and the certification of actual performance results and

2. Other Executive Officer Compensation. The Committee shall review and approve, or recommend to the Board for approval, the total compensation of all other executive officers of the Company (as defined under Section 16 of the Exchange Act and as identified in the Company's annual proxy statement), including base salaries, annual and long-term incentive compensation, equity-based awards, perquisites, and other benefi

3. Director Compensation. The Committee shall review and recommend to the Board for approval the compensation of non-employee directors, including, without limitation, annual cash retainers, meeting fees (if any), equity-based awards, committee membership and committee chair fees, and any premium payable to the Lead Independent Director or the Chairman of the Board. The Committee shall periodically review non-employe

1. Equity and Incentive Plans. The Committee shall administer and oversee the Company's equity incentive plans, including the Company's 2020 Omnibus Equity Incentive Plan (as may be amended from time to time) and any successor plans. In connection with such administration, the Committee shall have the authority to: (a) Approve and authorize the grant of stock options, restricted stock, restricted stock units, perform

2. Annual and Long-Term Incentive Programs. The Committee shall establish, review, and approve the design, performance goals, performance metrics, and payout structures for the Company's annual cash incentive programs and long-term performance-based incentive programs. The Committee shall select performance measures that are aligned with the Company's strategic priorities and long-term stockholder value creation, inc

3. Perquisites, Benefits, and Retirement Plans. The Committee shall review and approve all perquisites and supplemental benefits provided to executive officers of the Company, including but not limited to automobile allowances, financial planning and tax preparation services, executive health programs, relocation benefits, and any other perquisites that are not available to the Company's employees generally. The Comm

1. Talent Management and Succession Planning. The Committee shall oversee the Company's human capital management strategies, policies, and practices, including talent acquisition, talent retention, talent development, leadership pipeline management, and workforce planning. The Committee shall receive periodic reports from management regarding the Company's human capital programs and initiatives and shall assess wheth

2. Diversity, Equity, and Inclusion. The Committee shall oversee the Company's DEI initiatives and progress, including the Company's workforce demographics, representation goals, pay equity analyses, and inclusion metrics. The Committee shall receive periodic reports from management on the status and effectiveness of the Company's DEI programs, including any material developments, challenges, or opportunities identif

3. Employee Engagement and Culture. The Committee shall monitor employee engagement, satisfaction, and retention trends across the Company and shall assess the impact of such trends on the Company's business performance, operational effectiveness, and employer brand. The Committee shall receive periodic reports from management regarding the results of employee engagement surveys, voluntary and involuntary turnover da

4. Compensation Risk Assessment. At least annually, the Committee shall conduct, or direct management to conduct, an assessment of whether the Company's compensation policies and practices, applicable to employees generally as well as to executive officers, create risks that are reasonably likely to have a material adverse effect on the Company. The assessment shall consider, among other factors, the mix of fixed and

1. Compensation Discussion and Analysis (CD&A). The Committee shall review and discuss with management the CD&A required by Item 402 of Regulation S-K for inclusion in the Company's annual proxy statement and Annual Report on Form 10-K. The Committee's review shall encompass the Company's compensation philosophy and objectives, the material elements of executive compensation, the process and criteria used in making c

2. Compensation Committee Report. The Committee shall prepare the annual Compensation Committee Report for inclusion in the Company's proxy statement, as required by Item 407(e)(5) of Regulation S-K and applicable SEC rules. The Compensation Committee Report shall state that the Committee has reviewed and discussed the CD&A with management, and that based on such review and discussion, the Committee has recommended t

3. Say-on-Pay and Say-on-Frequency. The Committee shall review and consider the results of the most recent advisory vote on executive compensation ("say-on-pay") conducted by the Company in accordance with Section 14A of the Exchange Act. The Committee shall also review and consider the results of the most recent advisory vote on the frequency of say-on-pay votes. The Committee shall take into account the level of st

VI. OUTSIDE ADVISORS The Committee has the sole authority to retain, amend the terms of engagement of, and terminate any compensation consultant, independent legal counsel, or other outside advisor to assist the Committee in the evaluation of executive officer compensation, non-employee director compensation, or any other matter within the scope of the Committee's responsibilities. The Company shall provide for appro

VII. ANNUAL PERFORMANCE EVALUATION The Committee shall conduct an annual evaluation of its own performance, including a review of its compliance with the duties and responsibilities set forth in this Charter. The annual self-evaluation process shall include an assessment of the Committee's effectiveness in overseeing the Company's compensation programs, policies, and practices, its effectiveness in overseeing human c

VIII. REVIEW OF CHARTER The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account developments in applicable law, SEC rules and regulations, Nasdaq listing standards, best practices in corporate governance, and the evolving needs of the Company. The Committee shall recommend any proposed changes to this Charter to the Board for approval. Any amendment to this Charter

IX. LIMITATIONS ON COMMITTEE'S ROLE While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to set day-to-day compensation levels for individual employees below the executive officer level or to make day-to-day compensation administration decisions. Such responsibilities rest with the Company's management, subject to the Committee's oversight and approval

X. GOVERNING LAW This Charter, and the authority, duties, and responsibilities of the Committee set forth herein, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles, the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on October 3, 2016), and the Company's Amended and Rest

XI. EFFECTIVE DATE This revised Charter is effective as of March 11, 2024, the date of its adoption by the Board of Directors of Cascade Retail Holdings Inc. This Charter supersedes and replaces in its entirety the prior Charter of the Compensation & Human Capital Committee of the Board of Directors, which was last revised in March 2021. All actions previously taken by the Committee under the prior Charter that were