Contract analysis

1. I am over the age of eighteen and am competent to testify to the matters stated herein. I have personal knowledge of the facts set forth in this Declaration and, if called as a witness, could and would testify competently to the same. I make this Declaration pursuant to 10 Del. C. § 3927, under penalty of perjury. Except where specifically noted, the statements contained herein are based on my personal knowledge,

I. BACKGROUND AND QUALIFICATIONS OF THE DECLARANT

2. My full name is Roland Ashby. I am the Chief People Officer ("CPO") of Cascade Retail Holdings Inc. ("CRH" or the "Company"). My principal office is located at CRH's corporate headquarters, 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119.

3. I have served as CPO of CRH since August 2017, a period of approximately seven and one-half years. In this capacity, I am responsible for all human resources, talent management, compensation and benefits, and employee relations functions across CRH's entire organization, which employs approximately 24,500 people across the United States. I report directly to CRH's Chief Executive Officer, Marcus Langford.

4. As CPO, I have direct oversight of the administration of employment agreements, onboarding and offboarding processes, restrictive covenant administration, and the maintenance and custody of personnel records for all CRH employees. This responsibility extends to the Company's senior merchandising leadership, including each of the eight individual defendants named in this action (collectively, the "Departing Employe

5. In my role, I am familiar with the employment history, compensation, contractual obligations, and the specific trade secrets and confidential information to which each of the Departing Employees had access during their tenure at CRH. I have personally reviewed each of their employment agreements, including the restrictive covenant provisions contained therein, in connection with the events described in this Declar

II. OVERVIEW OF CASCADE RETAIL HOLDINGS INC.

6. CRH is a corporation organized and existing under the laws of the State of Delaware. The Company is publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHL." CRH is headquartered in Seattle, Washington.

7. CRH is a leading omnichannel retail and ecommerce company. The Company operates 387 brick-and-mortar retail locations across 34 states and maintains a robust direct-to-consumer ecommerce platform that serves customers nationwide. CRH's retail footprint spans a diverse set of product categories, including home goods, apparel, seasonal décor, hardlines, and private-label merchandise, among others.

8. For the fiscal year ended December 31, 2024 ("FY2024"), CRH reported annual revenue of approximately $6.82 billion. As of February 2025, the Company's approximate market capitalization was approximately $4.1 billion.

9. CRH's merchandising division is a core revenue driver for the Company. In FY2024, the merchandising division generated approximately $2.3 billion in gross merchandise value ("GMV"). The merchandising function is responsible for all buying decisions, vendor negotiations, category strategy, private-label product development, ecommerce assortment planning, seasonal planning, and category analytics across CRH's entire

10. CRH's Chief Executive Officer is Marcus Langford. The Company's General Counsel is Theresa Yun-Park.

III. THE DEPARTING EMPLOYEES AND THEIR ROLES A. Priya Rathore

11. Defendant Priya Rathore ("Rathore") served as Senior Vice President, Merchandising at CRH. She originally joined the Company on June 3, 2019, in the role of Vice President, Merchandising Strategy. Rathore was subsequently promoted to the position of Senior Vice President, Merchandising, effective March 15, 2021.

12. In connection with her initial hiring, Rathore executed an Employment Agreement dated June 3, 2019 (the "Original Rathore Agreement"). Upon her promotion, Rathore executed an Amended and Restated Employment Agreement dated March 15, 2021 (the "Amended Rathore Agreement"). Both agreements were entered into between Rathore and CRH, and both contained restrictive covenant provisions. The Amended Rathore Agreement su

13. The Amended Rathore Agreement contains the following restrictive covenant provisions, among others: (a) Non-Competition: An eighteen (18)-month post-termination non-competition covenant, prohibiting Rathore from engaging in or being employed in a merchandising, buying, category strategy, or substantially similar role at any competitor of CRH operating in the retail or ecommerce sector within the United States. (b

14. All of the restrictive covenant provisions in the Amended Rathore Agreement are governed by the laws of the State of Delaware, as specified in Section 14.1 of that agreement.

15. Rathore's total compensation for FY2024 consisted of the following components: (i) a base salary of $485,000; (ii) an annual performance bonus with a target of $290,000, representing 60% of her base salary; and (iii) a restricted stock unit ("RSU") grant valued at $725,000 at the time of grant, subject to four-year ratable annual vesting commencing from the date of her March 15, 2021 promotion.

16. As Senior Vice President, Merchandising, Rathore was the most senior merchandising executive at CRH. She oversaw all buying, vendor negotiations, category strategy, private-label development, and ecommerce assortment decisions across the Company's entire product portfolio. In this capacity, Rathore set the strategic direction for CRH's merchandising operations and served as the primary executive responsible for t

17. By virtue of her position, Rathore had full and unrestricted access to CRH's most sensitive and competitively valuable confidential information and trade secrets in the merchandising function, including but not limited to: (i) Project Ridgeline, the Company's confidential five-year category expansion roadmap completed in October 2024, for which Rathore served as executive sponsor; (ii) CRH's proprietary vendor ne

18. Rathore reported directly to CEO Marcus Langford. She supervised a team of approximately 120 merchandising professionals, which included all seven other Departing Employees named as defendants in this action. B. The Other Seven Departing Employees

19. The remaining seven individual defendants occupied the following positions at CRH, with the indicated tenures, base salaries, and restrictive covenant terms: (a) Derek Linden served as Vice President, Hardlines Merchandising. He was employed at CRH for approximately seven (7) years, with a base salary of $340,000. His employment agreement contains an eighteen (18)-month non-competition covenant, a twenty-four (24

20. Each of the seven individuals identified in the preceding paragraph executed an employment agreement with CRH containing the restrictive covenant provisions described above. True and correct copies of each of these employment agreements are attached to this Declaration as Exhibits C through I. In each case, the restrictive covenants were supported by adequate consideration, including the initial offer of employme

21. Collectively, these eight individuals — Rathore, Linden, Kaczmarek, Osei, Halvorsen, Fernandez-Gill, Tsao, and Johansson — constituted the entire senior leadership of CRH's merchandising division. There is no aspect of CRH's merchandising operations — from hardlines and softlines buying, to private-label strategy, to seasonal planning, to domestic vendor relations, to ecommerce merchandising, to category analytic

22. Together, the eight Departing Employees managed the entirety of CRH's merchandising operations, which, as noted above, accounted for approximately $2.3 billion in gross merchandise value in FY2024. They were the custodians of CRH's most sensitive competitive information in the merchandising function. The division under their collective leadership encompassed every functional pillar of CRH's merchandising operatio

23. To my knowledge, it is exceedingly rare in the retail industry for the entire senior leadership team of a major merchandising division to depart a company simultaneously. The coordinated nature of the departures and the fact that all eight individuals joined the same direct competitor amplifies the severity of the competitive threat to CRH beyond what would be occasioned by any single departure, no matter how sen

IV. THE COORDINATED RESIGNATIONS ON FEBRUARY 7, 2025 A. The Simultaneous Submission of Resignations

24. On Friday, February 7, 2025, at 4:47 PM Pacific Standard Time, all eight Departing Employees simultaneously submitted letters of resignation via email. Each resignation was effective immediately. The resignations were directed both to my office and to the respective direct supervisors of the Departing Employees. In the case of Rathore, whose direct supervisor was CEO Marcus Langford, the resignation was also dire

25. The simultaneous timing of the eight resignations — each submitted at precisely the same minute — is, in my professional judgment and experience, unmistakable evidence of advance coordination among the Departing Employees. In my approximately seven and one-half years as CPO of CRH, during which time I have overseen the departure of thousands of employees, I have never witnessed a circumstance in which eight membe

26. None of the eight Departing Employees provided the customary notice period that CRH's employment agreements contemplate. None offered a transition plan, suggested a successor, or made arrangements for the orderly transfer of their responsibilities. Each resignation letter was brief, stated only that the individual was resigning effective immediately, and thanked CRH for the "opportunity." The letters were strikin

27. The resignations came without any prior indication of dissatisfaction, performance concerns, or negotiation regarding employment terms on the part of any of the eight individuals. To my knowledge, none of the Departing Employees had raised complaints about their compensation, working conditions, or role responsibilities in the months preceding their departure. CRH had not received any notice from any of the Depar

28. I first became aware of the resignations on the evening of Friday, February 7, 2025, when I reviewed my email remotely over the weekend. Upon reviewing the eight resignation emails and noting their identical timestamps, I immediately recognized the coordinated nature of the departures and the serious implications for CRH's merchandising operations and confidential information.

29. On Monday, February 10, 2025, the next business day following the resignations, I alerted General Counsel Theresa Yun-Park to the coordinated nature of the departures and the potential restrictive covenant and confidentiality implications. I communicated to Ms. Yun-Park my concern that the simultaneous departure of the entire senior merchandising leadership team was not a coincidence and likely reflected a pre-pl

30. Also on February 10, 2025, I immediately directed CRH's Information Technology ("IT") department, under the supervision of Chief Information Officer Danielle Weston, to take the following steps to secure CRH's systems and data: (a) Revoke all system access, including access to CRH's internal network, email, Aldermere Systems, Pinnacle Health IT, and all other enterprise applications, for each of the eight Departi

31. CRH's IT department completed the revocation of system access for all eight Departing Employees by the close of business on February 10, 2025. The process of collecting returned company-issued devices was initiated on the same date, and CRH received returned devices from all eight individuals by February 18, 2025. C. Confirmation of Restrictive Covenant Obligations

32. On February 12, 2025, I worked with General Counsel Yun-Park and CRH's in-house legal team to pull, compile, and conduct a comprehensive review of the employment agreements for all eight Departing Employees. Our review confirmed that each Departing Employee was bound by restrictive covenant provisions that included non-competition, non-solicitation of employees, non-solicitation of vendors, and perpetual confiden

33. The specific restrictive covenant terms applicable to each Departing Employee are summarized in the following table:

34. As indicated in the table above, the non-competition periods are eighteen (18) months for Rathore, Linden, and Kaczmarek, and twelve (12) months for Osei, Halvorsen, Fernandez-Gill, Tsao, and Johansson. The non-solicitation of employees periods are twenty-four (24) months for Rathore, Linden, and Kaczmarek, and eighteen (18) months for the remaining five individuals. The non-solicitation of vendors period is twen

35. On February 14, 2025, Verdana Commerce Group, Inc. ("Verdana") issued a press release entitled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth." The press release publicly announced the hiring of Rathore and all seven other members of the CRH merchandising leadership team. A true and correct copy of the press release is attached to this Declaration as Exhibit J.

36. The press release announced that Rathore would serve as President, Merchandising & Strategy at Verdana. The roles of the remaining seven individuals were not specified in the press release, but the release described the group collectively as an "industry-leading merchandising team" and stated that their hiring was "a pivotal step in Verdana's transformational growth initiative."

37. Verdana is a direct competitor of CRH. Verdana is a Delaware corporation headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. Verdana operates in the retail and ecommerce sector and competes with CRH in twenty-eight (28) overlapping product categories, including home goods, apparel, and seasonal décor, which are among CRH's strongest and highest-margin merchandise categories.

38. Verdana's estimated FY2024 revenue was approximately $1.9 billion. While Verdana is significantly smaller than CRH, it is a well-capitalized and aggressively growing competitor. Verdana is a portfolio company of Greystone Capital Partners, LP. Specifically, Greystone Capital Fund VII, LP, a vintage 2022 private equity fund with approximately $8.5 billion in committed capital, holds the majority equity interest in

39. In January 2025 — approximately one month prior to the Departing Employees' coordinated resignations — Verdana publicly announced what it described as a "transformational growth initiative" targeting $4 billion in annual revenue by 2028. The announcement specifically cited expansion into CRH's strongest categories, including private-label home goods and seasonal décor, as key pillars of the growth strategy. The t

V. IMMEDIATE OPERATIONAL DISRUPTION TO CRH'S MERCHANDISING DIVISION A. Loss of Senior Leadership

40. The simultaneous departure of the entire senior merchandising leadership team created an immediate and severe leadership vacuum within CRH's merchandising division. The magnitude of this disruption cannot be overstated. In a single coordinated action, CRH lost every senior leader responsible for the strategic direction and day-to-day management of a $2.3 billion business unit.

41. The Senior Vice President, Merchandising role — Rathore's former position — is the most senior merchandising position at CRH and is critical to setting the Company's overall merchandising strategy and overseeing its execution. With Rathore's departure, CRH lost the individual who had been the primary architect of the Company's merchandising direction for nearly four years.

42. Both Vice President-level positions departed simultaneously. Derek Linden's departure left CRH without an experienced leader for its hardlines merchandising operations, and Sonia Kaczmarek's departure left CRH without an experienced leader for its softlines merchandising operations. Hardlines and softlines represent the two largest merchandise categories at CRH, and their leadership positions are among the most c

43. All four director-level positions also departed, stripping away functional expertise across multiple critical areas: Amara Osei's departure left CRH without its private-label strategy leader; Brent Halvorsen's departure left CRH without its seasonal planning and analytics leader; Lucia Fernandez-Gill's departure left CRH without its domestic vendor relations leader; and the departures of Nathan Tsao and Kira Joha

44. In the immediate aftermath of the resignations, I worked in coordination with CEO Marcus Langford to appoint Martin Cho, an existing Vice President of Merchandising at CRH, as acting interim Senior Vice President of Merchandising. While Mr. Cho is a capable and dedicated executive, he had been in his current role for a comparatively shorter period and does not possess the breadth of experience, institutional know

45. CRH has been forced to redistribute the responsibilities of the eight Departing Employees across the remaining merchandising staff. However, the remaining staff members, while competent in their respective roles, are not equipped or experienced enough to absorb the full workload, decision-making authority, and strategic responsibilities previously held by eight senior professionals. The redistribution has resulte

46. CRH has initiated emergency external recruiting efforts for the SVP, Merchandising role and for the other vacant leadership positions. However, based on my extensive experience in talent acquisition for senior retail merchandising roles, I can state that recruiting at this level of seniority and specialization typically requires three to six months to identify, evaluate, recruit, and onboard qualified candidates.

47. The departures occurred during a critical period in CRH's merchandising calendar. February is the month in which spring and summer seasonal buying decisions are finalized, purchase orders are issued to vendors, and vendor negotiations for the fall and holiday season begin in earnest. The timing of the coordinated departures inflicted maximum disruption on CRH's operations.

48. Specifically, the following operational impacts have been experienced or are ongoing: (a) Vendor Negotiations Disrupted: Multiple ongoing vendor negotiations were disrupted by the departures. Several key vendor meetings — including negotiations with three of CRH's top ten domestic vendors by spend — had to be postponed or rescheduled due to the absence of the relevant CRH merchandising leaders. In at least two in

49. The coordinated departure of the entire senior merchandising leadership team caused significant anxiety and uncertainty among the remaining merchandising staff. Following the departures, CRH's merchandising division retained approximately 112 employees — the entire team minus the eight Departing Employees. These remaining employees suddenly found themselves without the leadership structure that had been in place,

50. In the days following the resignations, my HR team and I received numerous inquiries from remaining merchandising employees expressing concern about job security, the Company's strategic direction for the merchandising division, and whether additional departures were anticipated. Several employees expressed anxiety about the possibility that their former leaders might attempt to recruit them to Verdana.

51. In response to these concerns, I authorized and organized an emergency town hall meeting for the merchandising division, which was held on February 14, 2025 — the same day that Verdana issued its press release publicly announcing the hiring of the Departing Employees. The timing of the press release, on the very day of the town hall, further destabilized morale. CEO Marcus Langford addressed the team at the town

52. Based on my professional experience in human resources and employee relations, I have serious and well-founded concerns that Verdana and the Departing Employees may attempt to recruit additional CRH merchandising personnel. Such recruitment efforts would compound the operational disruption already experienced and could further destabilize CRH's merchandising workforce. The non-solicitation of employees provisions

VI. THE DEPARTING EMPLOYEES' ACCESS TO CONFIDENTIAL AND PROPRIETARY INFORMATION A. Project Ridgeline

53. Project Ridgeline is CRH's confidential five-year strategic category expansion plan. The plan was completed in October 2024 after approximately eighteen months of development. It represents one of the most significant strategic planning efforts in CRH's recent history and contains some of the Company's most competitively sensitive information.

54. Project Ridgeline encompasses, among other things: (i) proprietary vendor terms and negotiation strategies for CRH's key vendor relationships; (ii) private-label margin targets and product development roadmaps; (iii) ecommerce assortment algorithms designed to optimize online product offerings; (iv) category expansion priorities identifying which product categories CRH intends to enter, grow, or exit over the nex