Contract analysis

I. BACKGROUND OF THE DECLARANT

1. My full name is Theresa Yun-Park. I serve as the General Counsel of Cascade Retail Holdings Inc. I have held this position continuously since January 2018.

2. I joined CRH in January 2018. Throughout the entire period relevant to this action — from at least January 2025 through the present — I have served as the Company's General Counsel and have been actively involved in the matters described herein.

3. As General Counsel, my responsibilities include overseeing all legal affairs of the Company. This encompasses, among other areas, employment law matters, intellectual property protection, corporate governance, litigation management, regulatory compliance, mergers and acquisitions, and the negotiation and administration of commercial agreements. I supervise a team of twelve in-house attorneys and several paralegals

4. I report directly to Marcus Langford, the Chief Executive Officer of CRH. In the ordinary course of my duties, I work closely with Roland Ashby, the Chief People Officer, as well as business unit leaders across the organization, including those in the merchandising division. I regularly interface with CRH's Board of Directors and its Audit Committee on matters involving legal risk, compliance, and litigation.

5. In my capacity as General Counsel, I am thoroughly familiar with the Company's employment agreements, confidentiality policies, trade secret protections, and the events giving rise to this action. I have personally reviewed and approved the form of employment agreement used for senior executives and directors within CRH, including the restrictive covenant provisions contained therein. I am also familiar with the c

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 headquartered at 2200 Elliott Avenue West, Suite 3400, Seattle, Washington 98119. CRH is publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHL."

7. CRH is an omnichannel retail and ecommerce company. The Company operates 387 brick-and-mortar retail locations across 34 states, as well as a robust direct-to-consumer ecommerce platform accessible at www.cascaderetail.com. CRH's retail operations span multiple product categories, including home goods, apparel, seasonal décor, hardlines, softlines, and private-label merchandise. The Company serves millions of cust

8. For fiscal year 2024 (ending January 31, 2025), CRH generated approximately $6.82 billion in total revenue. As of late February 2025, CRH's approximate market capitalization was approximately $4.1 billion. CRH employs approximately 47,000 individuals across its corporate headquarters, regional offices, distribution centers, and retail locations.

9. CRH's merchandising division is the core engine of the Company's business. The merchandising division is responsible for product selection, vendor negotiations, private-label development, seasonal planning, pricing strategy, and ecommerce assortment strategy. In fiscal year 2024, the merchandising division generated approximately $2.3 billion in gross merchandise value. The performance and strategic direction of t

10. The merchandising division's competitive advantage rests on proprietary information that is not publicly available and that CRH takes extensive measures to protect. This proprietary information includes, but is not limited to: (a) vendor negotiation playbooks containing CRH's negotiation strategies, pricing thresholds, and contractual terms with hundreds of vendors; (b) seasonal buying algorithms developed over m

III. THE DEPARTING EMPLOYEES AND THEIR EMPLOYMENT AGREEMENTS A. Priya Rathore

11. Priya Rathore joined CRH on June 3, 2019, as Vice President, Merchandising Strategy. On that date, Rathore executed an Employment Agreement with CRH containing restrictive covenant provisions, including non-competition, non-solicitation, and perpetual confidentiality obligations, all governed by the laws of the State of Delaware. The execution of the Employment Agreement was a condition of Rathore's employment wi

12. On March 15, 2021, Rathore was promoted to Senior Vice President, Merchandising. In connection with her promotion, Rathore executed an Amended and Restated Employment Agreement on that same date. The Amended and Restated Employment Agreement contains substantively identical restrictive covenant provisions to those in her original Employment Agreement, and was supported by additional, independent consideration. Sp

13. Under the terms of Rathore's Amended and Restated Employment Agreement, her restrictive covenant obligations include: (a) an eighteen (18)-month post-termination non-competition restriction, which prohibits Rathore from working for, consulting with, or otherwise providing services to any competitor of CRH in the omnichannel retail or ecommerce space anywhere in the United States; (b) a twenty-four (24)-month non-

14. Rathore's fiscal year 2024 compensation at CRH consisted of a base salary of $485,000, a target annual bonus of $290,000 (representing approximately 60% of her base salary), and unvested RSUs. As of her resignation date of February 7, 2025, approximately $362,500 in RSUs remained unvested and subject to forfeiture or clawback under the terms of her Amended and Restated Employment Agreement. The forfeiture provisi

15. As Senior Vice President, Merchandising, Rathore was the most senior merchandising executive at CRH. She had direct oversight of all merchandising strategy, vendor relationships, private-label programs, and category planning across the Company's entire retail and ecommerce platform. Rathore reported directly to CEO Marcus Langford and participated in executive leadership meetings, board presentations, and strateg

16. In addition to Rathore, seven other senior merchandising employees resigned from CRH simultaneously on February 7, 2025. Each of these employees had executed an employment agreement with CRH containing restrictive covenant provisions governed by the laws of the State of Delaware, including non-competition, non-solicitation, and perpetual confidentiality obligations. In each case, the execution of the employment a

17. The seven additional departing employees, together with their titles, tenure, base compensation, and non-compete terms, are as follows: (a) Derek Linden — Vice President, Hardlines Merchandising. Linden was employed by CRH for approximately seven (7) years. His base salary was $340,000. His employment agreement contains an eighteen (18)-month post-termination non-competition restriction. (b) Sonia Kaczmarek — Vic

18. The non-solicitation periods for the seven employees listed above range from eighteen (18) to twenty-four (24) months, depending on the employee's seniority and the terms of the applicable employment agreement. All eight departing employees — Rathore and the seven listed above — are subject to perpetual confidentiality obligations regarding CRH's proprietary information and trade secrets.

19. A true and correct copy of Rathore's Amended and Restated Employment Agreement dated March 15, 2021, is attached hereto as Exhibit 1. Representative copies of the employment agreements of the other seven departing employees are attached hereto as Exhibits 2 through 8, respectively.

IV. PROJECT RIDGELINE AND ACCESS TO CONFIDENTIAL AND TRADE SECRET INFORMATION A. Description of Project Ridgeline

20. In or about October 2024, CRH's merchandising division completed a comprehensive, five-year strategic category expansion plan known internally as "Project Ridgeline." Project Ridgeline was developed over an approximately eighteen-month period at substantial cost and represented the culmination of extensive market research, data analysis, vendor outreach, competitive intelligence, and strategic planning conducted

21. Project Ridgeline encompasses the following categories of proprietary and trade secret information: (a) proprietary vendor negotiation playbooks detailing CRH's negotiation strategies, pricing thresholds, contractual terms, volume-based rebate structures, and relationship management protocols with hundreds of vendors across all product categories; (b) seasonal buying algorithms developed over multiple years at si

22. Project Ridgeline was treated as highly confidential within CRH. Access to Project Ridgeline materials was restricted to senior merchandising leadership on a strict need-to-know basis. The materials were stored on CRH's secure Sundial Systems environment, protected by multi-factor authentication and role-based access controls. Only a limited number of employees — fewer than twenty individuals across the entire Co

23. All eight departing employees had direct and extensive access to Project Ridgeline materials and other confidential CRH information by virtue of their senior roles in the merchandising division. Their access was commensurate with their positions and responsibilities, and in each case, the employee's role required regular interaction with and use of the Company's most sensitive proprietary data.

24. Rathore, as Senior Vice President overseeing the entire merchandising division, had the broadest access of any employee to CRH's confidential and trade secret information. Rathore had unrestricted access to the full Project Ridgeline roadmap, including all five-year expansion plans and associated financial projections. She had access to vendor negotiation playbooks covering all product categories, all private-lab

25. Derek Linden and Sonia Kaczmarek, as Vice Presidents of Hardlines Merchandising and Softlines Merchandising, respectively, had direct access to Project Ridgeline components in their respective product categories. They had detailed knowledge of vendor terms, pricing structures, margin targets, and category expansion plans within their divisions. Both Linden and Kaczmarek participated in the development of Project

26. Amara Osei, as Director of Private Label Strategy, had access to all proprietary private-label sourcing strategies, cost models, manufacturing partner information, and margin targets. Osei was responsible for the development and management of CRH's private-label product lines, which represent a significant and growing portion of the Company's revenue and margin profile. Osei's knowledge extends to the identity an

27. Brent Halvorsen, as Director of Seasonal Planning & Analytics, had access to CRH's proprietary seasonal buying algorithms and demand forecasting models. Halvorsen was instrumental in developing the quantitative models that underpin CRH's seasonal inventory procurement strategy. These algorithms incorporate years of historical sales data, proprietary consumer behavior analytics, and external data inputs, and repre

28. Lucia Fernandez-Gill, as Director of Vendor Relations (Domestic), had extensive access to vendor negotiation term sheets, relationship data, and commercial terms for CRH's domestic vendor base. Fernandez-Gill maintained direct relationships with CRH's top domestic vendors and had detailed knowledge of pricing structures, volume commitments, rebate schedules, co-marketing arrangements, and contractual terms — info

29. Nathan Tsao and Kira Johansson, as Senior Managers of eCommerce Merchandising and Category Analytics, respectively, had access to CRH's proprietary ecommerce assortment algorithms and customer segmentation data. Tsao was responsible for the digital merchandising strategy that drives CRH's online platform, and had detailed knowledge of the algorithms governing product selection, dynamic pricing, and promotional op

30. The information to which these eight employees had access is of immense competitive value and would provide a direct competitor with immediate and detailed insight into CRH's most closely guarded strategic plans, vendor economics, pricing models, and operational capabilities. Disclosure of this information to a competitor would enable the competitor to replicate CRH's strategies, undercut its vendor relationships

V. THE COORDINATED RESIGNATION

31. On Friday, February 7, 2025, at approximately 4:47 PM Pacific Standard Time, all eight members of the Rathore Group submitted simultaneous resignation letters via email to their respective managers and to CRH's Human Resources department. Each resignation was stated to be effective immediately. The resignation letters were brief and virtually identical in structure and language, each stating that the employee was

32. The simultaneous nature of the resignations — all eight submitted at precisely the same time, on a Friday afternoon at the close of business — was plainly coordinated. The timing was evidently designed to minimize the opportunity for CRH to respond before the weekend and to maximize the disruption to CRH's operations by depriving the merchandising division of its entire senior leadership team in a single stroke.

33. On Monday, February 10, 2025, Chief People Officer Roland Ashby alerted me to the fact that all eight members of the senior merchandising leadership team had submitted simultaneous resignations the prior Friday evening. Ashby confirmed that the resignations were effective immediately and that none of the departing employees had provided the advance notice required under their respective employment agreements. I i

34. On February 12, 2025, I directed CRH's in-house legal team, working in coordination with the Company's IT department, to take two immediate steps: (a) confirm the existence, terms, and enforceability of the restrictive covenant provisions in each departing employee's employment agreement; and (b) conduct an internal audit of the departing employees' data access, download activity, and usage patterns on CRH's info

35. The IT audit identified anomalous data access and download patterns from CRH's Aldermere Systems and Pinnacle Health IT environments associated with the departing employees' accounts during the period from approximately January 10, 2025 through February 4, 2025. Specifically, the audit revealed a marked increase in file downloads and data exports from these accounts during this period — a period that, as describe

36. Based on the IT department's preliminary findings, approximately 14,327 files, totaling approximately 2.8 gigabytes ("GB") of data, were downloaded from CRH systems to personal cloud storage accounts (including personal Hollowell Health IT and Larkspur Technologies accounts) during this period. The downloaded files include, among other things, Project Ridgeline presentations and supporting materials, vendor negot

VI. VERDANA COMMERCE GROUP, INC. AS A DIRECT COMPETITOR

37. Verdana Commerce Group, Inc. ("Verdana" or "VCG") is a corporation organized and existing under the laws of the State of Delaware. Verdana is headquartered at 400 Christiana Gateway, Suite 700, Wilmington, Delaware 19801. Verdana is a privately held omnichannel retail and ecommerce company specializing in home goods, apparel, and seasonal décor. Verdana operates approximately 215 retail locations across 22 states

38. Verdana's estimated annual revenue for fiscal year 2024 is approximately $1.9 billion. In the third quarter of 2023, Verdana was acquired by Greystone Capital Partners, LP, acting through its investment vehicle Greystone Capital Fund VII, LP, at an enterprise value of approximately $2.4 billion. Greystone holds a majority equity stake in Verdana and exercises significant control over the company's strategic direc

39. Verdana directly competes with CRH in at least twenty-eight (28) overlapping product categories, including home goods, seasonal décor, private-label apparel, kitchen and dining, outdoor living, and several other categories. These overlapping categories represent the very core of CRH's merchandising strategy and are central to the growth plans articulated in Project Ridgeline. CRH and Verdana compete for the same

40. In January 2025, Verdana publicly announced a "transformational growth initiative" targeting $4 billion in revenue by 2028. The announcement, which appeared in a press release issued on January 15, 2025, specifically cited planned expansion into CRH's strongest categories, including private-label home goods and seasonal décor. This announced growth trajectory would more than double Verdana's current revenue and b

41. CRH and Verdana are direct competitors. Any use by Verdana of CRH's confidential information, trade secrets, or strategic plans would cause direct, quantifiable, and in many respects irreparable harm to CRH's competitive position. The risk of such harm is dramatically heightened by the fact that Verdana has hired the entire senior leadership team of CRH's merchandising division — the very individuals who develope

VII. VERDANA'S RECRUITMENT OF THE RATHORE GROUP AND PUBLIC ANNOUNCEMENT

42. On February 14, 2025, Verdana issued a press release titled "Verdana Commerce Welcomes Industry-Leading Merchandising Team to Accelerate Growth," publicly announcing the hiring of Priya Rathore and all seven other departing CRH employees. The press release praised the team's "deep expertise in omnichannel merchandising, vendor strategy, and data-driven retail," and described the hiring as a "cornerstone" of Verda

43. The press release announced that Rathore had been appointed President, Merchandising & Strategy at Verdana — a newly created position. The creation of this senior leadership role and the simultaneous hiring of seven additional merchandising professionals from CRH makes clear that Verdana's recruitment was not a matter of individual hiring decisions, but rather a deliberate and coordinated effort to acquire CRH's

44. Based on information and belief, informed by CRH's subsequent investigation conducted by Aurelian Investigations Group Inc. and by the forensic analysis of CRH-issued devices, the recruitment of the Rathore Group was orchestrated over a period of several weeks. Warren Dietrich, Chief Executive Officer of Verdana, and Elliot Westbrook, Managing Partner of Greystone Capital Partners, met with Rathore at a private d

45. Rathore signed her offer letter with Verdana on January 27, 2025. The remaining seven employees signed offer letters with Verdana between January 28 and February 4, 2025. The aggregate sign-on bonuses for all eight employees totaled approximately $6,200,000, with Rathore alone receiving a sign-on bonus of $1,500,000. The extraordinary magnitude of these sign-on bonuses underscores the deliberate and well-funded n

46. Rathore's compensation package at Verdana, as described in her offer letter and related term sheet, includes a base salary of $650,000, a target annual bonus of $520,000 (representing 80% of her base salary), and an equity interest representing 1.5% of VCG's fully diluted equity. This compensation represents a significant premium over Rathore's CRH compensation — an increase of approximately 34% in base salary an

47. Between January 13 and January 24, 2025, members of the Rathore Group exchanged encrypted messages coordinating the timing and logistics of their departure from CRH. These messages were identified through forensic analysis of CRH-issued mobile devices conducted by Pinnacle Forensics LLC. Although the content of some encrypted messages could not be fully recovered, the metadata and unencrypted fragments recovered

VIII. COMPETITIVE HARM AND IRREPARABLE INJURY TO CRH

48. The departure of the entire senior merchandising leadership team to a direct competitor has caused, and if not restrained will continue to cause, irreparable harm to CRH that cannot be adequately compensated by money damages alone. The harm to CRH is ongoing and will intensify with each day that the departing employees are permitted to work in merchandising roles at Verdana, bringing with them CRH's most closely

49. The eight departing employees collectively held the deepest institutional knowledge of CRH's merchandising operations. They were the architects and custodians of Project Ridgeline and were intimately familiar with every aspect of CRH's merchandising strategy, vendor relationships, pricing models, private-label sourcing, and ecommerce assortment. Their simultaneous departure has left the merchandising division wit

50. The harm to CRH is substantially compounded by the fact that the departing employees have joined a direct competitor that is actively and publicly targeting expansion in CRH's strongest product categories. Verdana's announced growth initiative specifically targets the categories at the core of CRH's merchandising strategy and Project Ridgeline. The departing employees possess the very strategic roadmap, proprieta

51. If the departing employees are permitted to work in merchandising roles at Verdana in violation of their restrictive covenants, CRH will suffer irreparable competitive injury, including but not limited to: (a) Loss of the competitive advantage embodied in Project Ridgeline and related trade secrets, which represent years of investment and development effort and cannot be replicated or restored once disclosed to a

52. The nature of this harm — involving trade secrets, confidential strategic plans, proprietary algorithms, and key vendor and customer relationships — is inherently difficult to quantify and cannot be made whole through an award of monetary damages. Once CRH's trade secrets are disclosed to Verdana, the competitive advantage they confer is permanently lost. Once CRH's vendor relationships are undermined or its stra