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Contract analysis / letter-northland-trust-rsu-cancellation.docx
letter-northland-trust-rsu-cancellation.docx
1038-00006 · 14 clauses
High · 0 Medium · 4 Standard · 1
I. Introduction and Identification of Client
I. Introduction and Identification of Client This firm, Calderwood & Harkness LLP, represents Cascade Retail Holdings Inc. ("CRH" or the "Company"), a corporation duly organized and existing under the laws of the State of Delaware and publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHL" (Employer Identification Number 91-2847351), with its principal executive offices located at 2200 Ellio
II. Background and Authorization
II. Background and Authorization A. Authorization from CRH CRH's General Counsel, Theresa Yun-Park, has expressly authorized Calderwood & Harkness LLP to issue this direction to Northland Trust Company on CRH's behalf. A copy of Ms. Yun-Park's written authorization, executed on CRH letterhead and dated April 14, 2025, is enclosed herewith as Exhibit 3. We respectfully direct Northland Trust Company to review Exhibit
III. Factual Context — Summary of Departures and Litigation Medium
⚑ Confidentiality undertaking
III. Factual Context — Summary of Departures and Litigation On February 7, 2025, eight senior merchandising employees of CRH submitted simultaneous letters of resignation, each effective immediately and without advance notice. The departing employees — each of whom held a senior role within CRH's merchandising division and had access to confidential and proprietary business information, including trade secrets, suppl
IV. Direction to Cancel — Priya Rathore Medium
⚑ Confidentiality undertaking
IV. Direction to Cancel — Priya Rathore We address the forfeitures applicable to Priya Rathore separately because, in addition to the forfeiture of unvested RSU awards applicable to all Former Employees, Ms. Rathore's settlement obligations include a clawback of a previously vested RSU tranche, as described below. A. Employee Information Former Employee: Priya Rathore Former Title: Senior Vice President, Merchandisin
V. Direction to Cancel — Remaining Seven Former Employees Standard
⚑ Commercial term
V. Direction to Cancel — Remaining Seven Former Employees In addition to the forfeitures applicable to Priya Rathore described in Section IV above, the following seven former CRH employees are subject to forfeiture of all unvested RSU and equity awards under the Settlement Agreement. The aggregate forfeiture for these seven individuals totals $487,000.00, calculated on an individual basis in accordance with each empl
VI. Aggregate Forfeiture Summary — All Eight Former Employees
VI. Aggregate Forfeiture Summary — All Eight Former Employees For ease of reference, the total forfeitures directed by this letter are summarized in the table below:
VII. Processing Instructions
VII. Processing Instructions We respectfully request that Northland Trust Company process the cancellations, forfeitures, and clawback described in this letter in accordance with the following instructions:
1. Timing. The cancellations and forfeitures should be processed promptly upon receipt of
1. Timing. The cancellations and forfeitures should be processed promptly upon receipt of this letter and, in any event, no later than five (5) business days from the date hereof. To the extent Northland Trust Company requires additional time to process the Tranche 3 clawback for Priya Rathore due to the nature of the clawback mechanics, please notify the undersigned immediately with an estimated processing timeline.
2. Restriction on Release. No shares of Common Stock or share equivalents that are subjec
2. Restriction on Release. No shares of Common Stock or share equivalents that are subject to forfeiture or clawback under this letter shall be released, transferred, sold, pledged, hypothecated, or otherwise made available to any of the eight Former Employees listed herein, or to any agent, nominee, or transferee of any such individual, pending or following the processing of the cancellations described herein.
3. Confirmation of Processing. Northland Trust Company is requested to confirm in writing
3. Confirmation of Processing. Northland Trust Company is requested to confirm in writing, by email or letter, to both (a) the undersigned at Calderwood & Harkness LLP, at the address and email set forth in the letterhead of this letter, and (b) Theresa Yun-Park, General Counsel, Cascade Retail Holdings Inc., at 2200 Elliott Avenue West, Suite 3400, Seattle, WA 98119 (email: tyunpark@cascaderetail.com), once all canc
4. Questions and Further Instructions. Any questions regarding the administration of thes
4. Questions and Further Instructions. Any questions regarding the administration of these cancellations, the interpretation of the Plan or any applicable award agreement, or the mechanics of the Tranche 3 clawback for Priya Rathore should be directed to Bernard Crawford at Calderwood & Harkness LLP (telephone: (202) 555-7824; email: bcrawford@calderwoodharkness.com) or to Theresa Yun-Park at CRH (telephone: (206) 55
VIII. Enclosures and Attachments
VIII. Enclosures and Attachments The following documents are enclosed with this letter for Northland Trust Company's reference and records: Schedule A: Equity Forfeiture Worksheet — Individual breakdowns for all eight Former Employees, including detailed grant dates, grant-date values, vesting schedules, vesting and unvested status as of each employee's resignation date, and forfeiture calculations. Exhibit 1: Fully
IX. Confidentiality Medium
⚑ Forum / governing law
IX. Confidentiality This letter and its enclosures contain confidential, proprietary, and legally privileged information relating to pending litigation, a court-supervised settlement, and the internal compensation arrangements of Cascade Retail Holdings Inc. and its current and former employees. The information contained herein is provided to Northland Trust Company solely for the purpose of effectuating the cancella
X. Closing Medium
⚑ Forum / governing law
X. Closing We respectfully request prompt acknowledgment of receipt of this letter and its enclosures, together with confirmation of Northland Trust Company's anticipated processing timeline for the cancellations, forfeitures, and clawback actions described herein. For your information, CRH's Compensation Committee of the Board of Directors has been separately notified of these forfeitures by letter from the undersig