Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to detail the calculation of restricted stock unit ("RSU") forfeitures applicable to Priya Rathore under the terms of her Amended and Restated Employment Agreement dated March 15, 2021 (the "A&R Employment Agreement"), in connection with the negotiated Standstill and Settlement Agreement currently being documented by the parties. This memorandum is in

II. Background on Rathore's Employment and Equity Awards A. Employment History Priya Rathore joined Cascade Retail Holdings Inc. ("CRH" or the "Company") on June 3, 2019, in the role of Vice President, Merchandising Strategy. Upon commencement of her employment, Rathore executed an Employment Agreement dated June 3, 2019 (the "Original Employment Agreement"), which contained customary restrictive covenant provisions,

III. Vesting Analysis as of Resignation Date A. Tranche-by-Tranche Vesting Schedule Rathore's $725,000 RSU grant was structured to vest in four equal annual tranches, each representing 25% of the total grant value. The vesting schedule is as follows: Each tranche vests in full on the applicable anniversary date, subject to the continued employment condition. There is no pro-rata or partial vesting between anniversary

IV. For-Cause Clawback Analysis — Third Vested Tranche A. Clawback Provision in the A&R Employment Agreement In addition to the automatic forfeiture of unvested RSUs discussed above, the A&R Employment Agreement contains a separate for-cause clawback provision applicable to equity awards that have already vested. Specifically, Section 8(d) of the A&R Employment Agreement provides, in relevant part: "In the event that

V. Total Forfeiture Calculation Summary A. Summary Table The total RSU forfeiture applicable to Priya Rathore is summarized in the following table: B. Reconciliation with Settlement Terms The $362,500 total RSU forfeiture for Rathore is consistent with the agreed settlement framework reflected in the revised term sheet dated March 20, 2025. The equity forfeiture figures for all eight departing employees have been rev

VI. Implementation Steps and Closing Deliverables A. Equity Cancellation The implementation of the RSU forfeiture for Rathore requires two distinct actions corresponding to the two components of the forfeiture: Cancellation of Unvested RSUs (Tranche 4 — $181,250). A letter is to be prepared and sent to Northland Trust Company, CRH's transfer agent, directing the cancellation of Rathore's unvested RSU awards correspon

1. Separate Memorandum — Other Departing Employees. A separate memorandum dated March 22, 2025 has been prepared detailing the equity forfeiture calculations for the remaining seven departing employees, with an aggregate forfeiture amount of $487,000. That memorandum should be reviewed in conjunction with this one.

2. Letter to CRH Compensation Committee. A summary letter to CRH's Compensation Committee is targeted for delivery on or around April 10, 2025. The letter will summarize the equity clawback and forfeiture provisions applicable across all eight departing employees and will seek any required Compensation Committee acknowledgment or ratification of the clawback actions.

3. Draft Board Resolution. A draft board resolution, targeted for April 14, 2025 (concurrent with settlement execution), will include ratification of all equity forfeitures as part of the overall settlement terms. The resolution should be drafted to confirm the Board's approval of the settlement in its entirety, including the equity components.

4. SEC Disclosure and Financial Reporting. The equity forfeiture figures will be incorporated into the financial reporting analysis for SEC disclosure considerations. Depending on the materiality assessment and the timing of the settlement, disclosure may be required in a Current Report on Form 8-K and/or in CRH's Quarterly Report on Form 10-Q for the quarter ending March 31, 2025. The financial reporting team should

5. Credit Facility Notification. The material litigation reporting covenant under CRH's $750 million revolving credit facility with Keypoint National Bank requires notification of the settlement and related equity forfeiture amounts. A draft notification letter should be prepared for review by CRH's treasury department. C. Hargrove & Tillett Coordination CRH's outside auditors, Hargrove & Tillett CPA, PLLC (lead audi

VII. Open Questions and Caveats The following questions remain open and should be resolved prior to or in connection with the execution of the settlement documentation:

1. Form of Tranche 3 Settlement. We should confirm with CRH's in-house team, specifically Theresa Yun-Park, whether the shares underlying Tranche 3 were previously settled in CRH common stock (Nasdaq: CRHL) and whether Rathore still holds those shares in her Northland Trust Company account, or whether Tranche 3 was settled in cash. This determination affects the mechanics of the clawback execution. If the shares were

2. Share Count Verification. We should confirm with Northland Trust Company the precise number of shares underlying Tranche 3. The dollar amount of $181,250 is based on the grant-date value of the RSU award, but the number of shares actually issued upon vesting would have been determined by the closing price of CRHL on the grant date (or by an alternative pricing formula specified in the RSU Award Agreement, such as

3. Compensation Committee Procedural Requirements. We should verify whether the CRH 2020 Equity Incentive Plan contains any limitation or procedural prerequisite — such as a formal Compensation Committee determination or vote — that must be satisfied before the for-cause clawback is effectuated. While Section 8(d) of the A&R Employment Agreement appears to grant the Company a self-executing clawback right upon a dete

4. Precedent Considerations. It is our understanding that the for-cause clawback provision in Section 8(d) of the A&R Employment Agreement has not previously been invoked by CRH with respect to any employee. While this does not affect the legal analysis, there may be precedential or reputational considerations associated with the first exercise of this provision. We should coordinate with Bernard Crawford on any such

VIII. Conclusion Based on the foregoing analysis, the total RSU forfeiture applicable to Priya Rathore is $362,500, comprised of: • $181,250 in automatic forfeiture of unvested Tranche 4, arising from Rathore's resignation on February 7, 2025, prior to the March 15, 2025 vesting date, pursuant to Section 4(c) of the RSU Award Agreement and Section 7.2 of the CRH 2020 Equity Incentive Plan; and • $181,250 in clawback

1. Amended and Restated Employment Agreement — Priya Rathore (March 15, 2021)

2. RSU Award Agreement — Priya Rathore (March 15, 2021)

3. CRH 2020 Equity Incentive Plan

4. Revised Term Sheet (March 20, 2025) TO: | James Underwood, Lead Associate, Labor & Employment FROM: | Devon Archer, Working Associate, Labor & Employment DATE: | March 22, 2025 RE: | RSU Forfeiture Calculations — Priya Rathore MATTER NO.: | 1038-00006 CLIENT: | Cascade Retail Holdings Inc. CASE: | Cascade Retail Holdings Inc. v. Rathore et al., C.A. No. 2025-0198-MTZ (Del. Ch.) Tranche | Vesting Date | Percentage