Contract analysis

Section 1.1 — Employment. Employer hereby agrees to employ Executive, and Executive hereby agrees to serve Employer, commencing on the Effective Date, which shall be the date of the Closing of the Acquisition as defined in the Acquisition Agreement. Executive's initial title shall be Chief Technology Officer of NovaMart Global Inc. (as a wholly owned subsidiary of Cascade Retail Holdings Inc.). In such capacity, Exec

Section 1.2 — Term. The initial term of Executive's employment under this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with the provisions of Article 5 hereof. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1)

Section 1.3 — Duties and Responsibilities. During the Employment Term, Executive shall devote substantially all of her business time, attention, skill, and efforts to the faithful performance of her duties and responsibilities hereunder. Executive's duties shall include, without limitation, overseeing all technology, engineering, and product development functions of NovaMart and its integration with Employer's techno

Section 2.1 — Base Salary. During the Employment Term, Employer shall pay Executive an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000) (the "Base Salary"), payable in accordance with Employer's standard payroll practices as in effect from time to time (currently on a bi-weekly basis), less applicable withholdings and deductions. The Base Salary shall be reviewed at least annually by the Co

Section 2.2 — Annual Performance Bonus. For each fiscal year of Employer during the Employment Term, Executive shall be eligible to receive an annual cash performance bonus (the "Annual Bonus") with a target amount equal to seventy percent (70%) of Executive's Base Salary (the "Target Bonus"), which Target Bonus is initially equal to Four Hundred Two Thousand Five Hundred Dollars ($402,500) per year. The actual Annua

Section 2.3 — Equity Grant. On the Effective Date, Employer shall grant to Executive one hundred twenty-five thousand (125,000) restricted shares of Cascade Retail Holdings Inc. common stock, par value $0.001 per share (the "Restricted Shares"), pursuant to and subject to the terms and conditions of Employer's 2023 Equity Incentive Plan (as may be amended from time to time, the "Equity Plan") and a restricted stock a

Section 2.4 — Additional Equity Participation. During the Employment Term, Executive shall be eligible to participate in Employer's annual equity grant program for senior executives, as determined by the Compensation Committee in its sole discretion. Any such additional equity awards shall be subject to the terms and conditions of the Equity Plan and the applicable award agreements. Nothing in this Agreement shall be

Section 3.1 — Benefit Plans. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, programs, and arrangements generally made available to similarly situated senior executives of Employer, including without limitation group medical insurance, dental insurance, vision insurance, life insurance, accidental death and dismemberment insurance, short-term and long-term disabil

Section 3.2 — Vacation and Paid Time Off. During the Employment Term, Executive shall be entitled to paid time off ("PTO") in accordance with Employer's PTO policy for senior executives as in effect from time to time, but in no event shall Executive be entitled to fewer than twenty-five (25) business days of PTO per calendar year (prorated for any partial calendar year of employment). PTO shall be scheduled and taken

Section 3.3 — Expense Reimbursement. During the Employment Term, Employer shall reimburse Executive for all reasonable and documented business expenses incurred by Executive in the performance of her duties and responsibilities hereunder, including without limitation travel, lodging, meals, entertainment, and professional development expenses, in accordance with Employer's expense reimbursement policies as in effect

Section 3.4 — Indemnification; D&O Coverage. During and after the Employment Term, Executive shall be entitled to indemnification and advancement of expenses to the fullest extent provided under Employer's amended and restated certificate of incorporation and amended and restated bylaws and under applicable law, including without limitation the Delaware General Corporation Law. In addition, Employer shall enter into

ARTICLE 4: RESTRICTIVE COVENANTS Executive acknowledges and agrees that, in connection with her employment by Employer and the Acquisition, she has had and will continue to have access to Confidential Information (as defined below), trade secrets, and proprietary technology of Employer and its subsidiaries (including NovaMart), and that Executive's services are unique and extraordinary. Executive further acknowledges

Section 4.1 — Non-Competition. During the Employment Term and for a period of eighteen (18) months following the termination of Executive's employment for any reason (whether voluntary or involuntary, with or without Cause or Good Reason) (the "Restricted Period"), Executive shall not, directly or indirectly, whether as an employee, employer, officer, director, partner, member, manager, consultant, advisor, independe

Section 4.2 — Non-Solicitation of Employees. During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other person or entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee, independent contractor, or consultant of Employer or any of its subsidiaries (including NovaMart) to (i) terminate, reduce, or modify their empl

Section 4.3 — Non-Solicitation of Customers and Business Partners. During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other person or entity, solicit, divert, or take away, or attempt to solicit, divert, or take away, any customer, seller, supplier, vendor, or business partner of Employer or any of its subsidiaries (including, without limitation, N

Section 4.4 — Confidentiality. (a) Obligations. Executive shall not, during the Employment Term or at any time thereafter, directly or indirectly, disclose, use, publish, transfer, or otherwise make available to any person or entity any Confidential Information, except (i) as necessary in the performance of Executive's duties and responsibilities under this Agreement, (ii) as authorized in writing by the Chief Execut

Section 4.5 — Intellectual Property Assignment. (a) Assignment of Work Product. Executive acknowledges and agrees that all Inventions (as defined below) that are conceived, developed, created, discovered, or reduced to practice by Executive, whether alone or jointly with others, during the Employment Term and that (i) relate to or are useful in the business of Employer or any of its subsidiaries, (ii) result from or

Section 4.6 — Return of Property. Upon the termination of Executive's employment for any reason, or at any time upon request by Employer, Executive shall promptly return to Employer all documents, files, records, data, correspondence, memoranda, notes, notebooks, reports, presentations, plans, devices, equipment, computers, mobile phones, access cards, keys, and all other property belonging to Employer or any of its

Section 4.7 — Remedies. Executive acknowledges and agrees that a breach or threatened breach of any of the provisions of this Article 4 would cause Employer irreparable harm that could not be adequately compensated by monetary damages alone. Accordingly, in the event of any such breach or threatened breach, Employer shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific

Section 5.1 — Termination by Employer for Cause. Employer may terminate Executive's employment for "Cause" at any time upon written notice to Executive specifying in reasonable detail the grounds constituting Cause. As used in this Agreement, "Cause" shall mean the occurrence of any of the following: (a) Executive's material breach of this Agreement or any material written policy of Employer, if such breach, to the e

Section 5.2 — Termination by Employer Without Cause. Employer may terminate Executive's employment without Cause at any time upon thirty (30) days' prior written notice to Executive (or, at Employer's election, upon immediate termination with payment of Base Salary in lieu of such notice period). A termination of Executive's employment by reason of Employer's delivery of a notice of non-renewal pursuant to Section 1.

Section 5.3 — Termination by Executive for Good Reason. Executive may terminate her employment for "Good Reason" upon the occurrence of any of the following events without Executive's prior written consent: (a) a material reduction in Executive's Base Salary below Five Hundred Seventy-Five Thousand Dollars ($575,000) (other than a reduction that is part of an across-the-board salary reduction applicable to all simila

Section 5.4 — Voluntary Resignation by Executive Without Good Reason. Executive may resign her employment without Good Reason at any time upon sixty (60) days' prior written notice to Employer. Employer may, in its sole discretion, elect to waive all or any portion of such notice period, and in such event, the effective date of Executive's termination shall be the date on which Employer waives the notice period (and

Section 5.5 — Termination Due to Death or Disability. Executive's employment shall terminate automatically upon Executive's death. Employer may terminate Executive's employment upon Executive's "Disability," which shall mean Executive's inability, by reason of a physical or mental impairment, to perform the essential functions of her position, with or without reasonable accommodation, for a period of one hundred twen

Section 5.6 — Severance Benefits Upon Termination Without Cause or for Good Reason. If Executive's employment is terminated by Employer without Cause (other than due to death or Disability) or by Executive for Good Reason during the Employment Term, and subject to Executive's execution and non-revocation of a general release of claims substantially in the form attached hereto as Exhibit B (the "Release") within the a

Section 5.7 — Termination for Cause; Voluntary Resignation Without Good Reason. If Executive's employment is terminated by Employer for Cause or by Executive without Good Reason (including by Executive's delivery of a notice of non-renewal pursuant to Section 1.2), Executive shall receive only the following (collectively, the "Accrued Obligations"): (a) accrued and unpaid Base Salary through the date of termination,

Section 5.8 — Termination Due to Death or Disability. Upon termination of Executive's employment due to death or Disability, Executive (or her estate, beneficiaries, or legal representative, as applicable) shall be entitled to receive: (a) the Accrued Obligations; (b) a prorated Annual Bonus for the fiscal year in which the termination occurs, based on the Target Bonus (rather than actual performance), prorated based

Section 5.9 — Section 280G and Section 4999 of the Internal Revenue Code. Notwithstanding any other provision of this Agreement, in the event that any payment, benefit, or distribution by Employer or any of its affiliates to or for the benefit of Executive (whether paid or payable, distributed or distributable, or provided or to be provided pursuant to the terms of this Agreement or otherwise) (collectively, the "Pay

Section 5.10 — Cooperation Following Termination. Following the termination of Executive's employment for any reason, Executive shall reasonably cooperate with Employer, at Employer's request and expense, in connection with any litigation, arbitration, mediation, investigation, regulatory matter, governmental proceeding, or other dispute or claim involving Employer or any of its subsidiaries (including NovaMart), inc

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

Section 6.1 — Executive's Representations. Executive hereby represents and warrants to Employer as follows: (a) Executive's execution, delivery, and performance of this Agreement does not and will not conflict with, breach, violate, or result in a default under any agreement, contract, obligation, commitment, or instrument to which Executive is a party or by which Executive is bound, including without limitation any

Section 6.2 — Employer's Representations. Employer hereby represents and warrants to Executive that (a) Employer has full corporate power and authority to enter into and perform its obligations under this Agreement, (b) this Agreement has been duly authorized by all necessary corporate action on the part of Employer, and (c) this Agreement constitutes a legal, valid, and binding obligation of Employer, enforceable ag

Section 7.1 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (a) upon personal delivery, (b) one (1) business day after being sent by nationally recognized overnight courier service (such as FedEx or Halcyon Partners LLC), (c) upon transmission if sent by email (with confirmation of receipt), or

Section 7.2 — Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Notwithstanding the foregoing, issues

Section 7.3 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state court or federal court of competent jurisdiction sitting in the State of Delaware). Ea

Section 7.4 — Entire Agreement. This Agreement, together with the Acquisition Agreement, the Award Agreement, the Equity Plan, and any other agreements or documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, be

Section 7.5 — Amendment; Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both parties hereto. No waiver by either party of any breach or default of any provision of this Agreement shall be effective unless in writing and signed by the waiving party, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any ot

Section 7.6 — Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated in any way. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to

Section 7.7 — Assignment. This Agreement is personal to Executive, and Executive may not assign, delegate, or transfer this Agreement or any of her rights or obligations hereunder without the prior written consent of Employer. Any purported assignment by Executive in violation of this Section 7.7 shall be null and void. Employer may assign this Agreement to any successor to all or substantially all of the business or

Section 7.8 — Withholding. Employer may withhold from any amounts payable or benefits provided under this Agreement all federal, state, local, and foreign income taxes, employment taxes, social security contributions, and other deductions and withholdings required by applicable law or authorized by Executive. Executive shall be solely responsible for the payment of all taxes imposed on Executive with respect to compe

Section 7.9 — Section 409A Compliance. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder ("Section 409A"), and the parties agree to interpret and administer this Agreement in a manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrary: (a) Any payments up

Section 7.10 — Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email (including .pdf), or other electronic means shall be effective as delivery of an original executed coun