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Contract analysis / compliance-monitor-engagement-letter-execution.docx
compliance-monitor-engagement-letter-execution.docx
High · 4
Medium · 2
Standard · 3
1. All covenant periods run from February 7, 2025, the date of each individual's resignat
1. All covenant periods run from February 7, 2025, the date of each individual's resignation from CRH.
2. The restricted product categories applicable to the modified non-compete covenants are
High
⚑ Non-compete / exclusivity restraint
2. The restricted product categories applicable to the modified non-compete covenants are: (a) home goods; (b) seasonal décor; and (c) private-label apparel, each as defined in Section 2(a) of Exhibit A to the Settlement Agreement.
3. The employee non-solicitation period extends beyond the Monitoring Period. Aldwyn's mo
3. The employee non-solicitation period extends beyond the Monitoring Period. Aldwyn's monitoring of employee non-solicitation compliance shall cover only the portion of such period falling within the Monitoring Period (through April 14, 2026).
4. Priya Rathore's twelve (12)-month modified non-compete period reflects her senior lead
High
⚑ Non-compete / exclusivity restraint
4. Priya Rathore's twelve (12)-month modified non-compete period reflects her senior leadership role and the enhanced scope of her access to CRH's confidential information and trade secrets. The remaining seven individuals are subject to nine (9)-month modified non-compete periods. ANNEX B Quarterly Report Schedule The following table sets forth the schedule for delivery of quarterly compliance reports by Aldwyn duri
1. Each quarterly compliance report is due within thirty (30) days following the close of
1. Each quarterly compliance report is due within thirty (30) days following the close of the applicable reporting period, consistent with Section 3.6 of this Engagement Letter.
2. Aldwyn shall deliver an invoice for the corresponding quarterly installment of fees co
Standard
⚑ Commercial term
2. Aldwyn shall deliver an invoice for the corresponding quarterly installment of fees concurrently with the delivery of each compliance report, in accordance with Section 6.1 of this Engagement Letter.
3. The Q2 Compliance Report (due October 14, 2025) shall include a specific assessment of
High
⚑ Non-compete / exclusivity restraint
3. The Q2 Compliance Report (due October 14, 2025) shall include a specific assessment of the transition in monitoring scope that occurs upon the expiration of the nine (9)-month modified non-compete periods for Derek Linden, Sonia Kaczmarek, Amara Osei, Brent Halvorsen, Lucia Fernandez-Gill, Nathan Tsao, and Kira Johansson on November 6, 2025.
4. The Q4 / Final Compliance Report shall include: (a) a comprehensive summary of all mon
Medium
⚑ Confidentiality undertaking
4. The Q4 / Final Compliance Report shall include: (a) a comprehensive summary of all monitoring activities conducted during the full twelve (12)-month Monitoring Period; (b) a final assessment of compliance across all covenant categories; and (c) confirmation that Aldwyn has completed or initiated the return or destruction of all Confidential Information in accordance with Section 7.3.
5. Interim reports, if any, filed pursuant to Section 3.7 of this Engagement Letter, shal
Standard
⚑ Commercial term
5. Interim reports, if any, filed pursuant to Section 3.7 of this Engagement Letter, shall be in addition to and shall not substitute for the regularly scheduled quarterly compliance reports. ANNEX C Fee Allocation Summary The following table summarizes the allocation of the Monitor's fees between CRH and Verdana during the Monitoring Period: Notes:
1. Extraordinary expenses, if any, shall be allocated on the same sixty/forty percent (60
Standard
⚑ Commercial term
1. Extraordinary expenses, if any, shall be allocated on the same sixty/forty percent (60%/40%) basis as the base fees, unless otherwise agreed in writing by CRH and Verdana or ordered by the Court, in accordance with Section 6.3 of this Engagement Letter.
2. The independent forensic audit costs payable to Pinnacle Forensics LLC (Dr. Rajiv Anan
Medium
⚑ Liability cap to check against exposure
2. The independent forensic audit costs payable to Pinnacle Forensics LLC (Dr. Rajiv Anand, Engagement Lead) — which are capped at one hundred seventy-five thousand dollars ($175,000.00) pursuant to Section 8.3 of the Settlement Agreement — are separate from and not included in the Monitor's fees and are borne entirely by Verdana Commerce Group, Inc.
3. All invoices are due and payable within thirty (30) days of receipt. Late payments acc
3. All invoices are due and payable within thirty (30) days of receipt. Late payments accrue interest at one percent (1%) per month in accordance with Section 6.4 of this Engagement Letter.
4. The fee allocation reflects the negotiated terms of the Settlement Agreement and does
High
⚑ Non-compete / exclusivity restraint
4. The fee allocation reflects the negotiated terms of the Settlement Agreement and does not constitute an admission of liability or fault by either CRH or Verdana. [Remainder of page intentionally left blank] Name | Former CRH Title | Modified Non-Compete Expiration | Employee Non-Solicitation Expiration | Vendor Non-Solicitation Expiration Priya Rathore | SVP, Merchandising | February 6, 2026 | August 6, 2026 | Feb