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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of [●], 2025 (the "Effective Date"), by and between Cascade Retail Holdings Inc., a Delaware corporation ("Employer" or the "Company"), and Priya Narasimhan, an individual ("Executive").

RECITALS

WHEREAS, Employer is acquiring 100% of the outstanding capital stock of NovaMart Global Inc., a Delaware corporation ("NovaMart"), pursuant to that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Acquisition Agreement"), by and among Employer, NovaMart, and the Selling Stockholders named therein (the "Acquisition");

WHEREAS, Executive is the Co-Founder and Chief Technology Officer of NovaMart and holds approximately 8.3% of NovaMart's outstanding capital stock;

WHEREAS, Executive is a key employee whose continued service is critical to the success of the Acquisition and the integration of NovaMart's business into Employer's operations;

WHEREAS, as a condition to and in connection with the closing of the Acquisition (the "Closing"), Employer desires to employ Executive, and Executive desires to be employed by Employer, on the terms and conditions set forth herein;

WHEREAS, this Agreement shall become effective upon and subject to the occurrence of the Closing; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1: EMPLOYMENT; TERM

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, Executive shall report directly to the Chief Executive Officer of Cascade Retail Holdings Inc. (currently Margaret "Meg" Alderton) or such other senior executive as may be designated by Employer from time to time upon reasonable prior notice to Executive. Executive's principal place of employment shall be NovaMart's headquarters located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, subject to reasonable business travel as may be required from time to time in connection with the performance of Executive's duties hereunder, including periodic travel to Employer's corporate headquarters in Seattle, Washington and to such other locations as the business of Employer and its subsidiaries may reasonably require.

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) year each (each, a "Renewal Term"), unless either party provides written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term (whether the Initial Term or any Renewal Term). The Initial Term, together with any Renewal Terms during which Executive remains employed hereunder, is collectively referred to as the "Employment Term." For the avoidance of doubt, a notice of non-renewal by either party shall not, by itself, constitute a termination for "Cause" or a resignation for "Good Reason" as those terms are defined in Article 5 of this Agreement.

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 technology infrastructure, including but not limited to the CascadeDirect.com ecommerce platform and related technology systems. Executive shall perform such other duties and responsibilities consistent with her position and title as may be reasonably assigned to her from time to time by the Chief Executive Officer or the Board of Directors of Employer (the "Board"). Executive shall at all times comply with all applicable policies, procedures, standards of conduct, and codes of ethics of Employer as in effect from time to time and as made available to Executive. Notwithstanding the foregoing, during the Employment Term, Executive may (a) serve on the board of directors of up to two (2) non-profit organizations and (b) manage her personal investments and financial affairs, in each case subject to the non-competition and conflict of interest provisions set forth in Article 4 hereof, and provided that such activities do not, individually or in the aggregate, materially interfere with the performance of Executive's duties and responsibilities under this Agreement. Any service on the board of directors of a for-profit entity (other than NovaMart or any other subsidiary of Employer) shall require the prior written approval of the Board or the Chief Executive Officer.

ARTICLE 2: COMPENSATION

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 Compensation Committee of the Board of Directors of Cascade Retail Holdings Inc. (Nasdaq: CRHI) (the "Compensation Committee"), and may be increased (but not decreased below $575,000 during the Initial Term) in the sole discretion of the Compensation Committee. Any increase in the Base Salary shall not serve to limit or reduce any other obligation of Employer under this Agreement. After the Initial Term, the Base Salary as then in effect shall not be decreased without Executive's prior written consent except as part of an across-the-board salary reduction applicable to all similarly situated senior executives of Employer, and any such reduction shall not exceed ten percent (10%) of the then-current Base Salary. The term "Base Salary" as used in this Agreement shall refer to the Base Salary as so adjusted from time to time.

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 Annual Bonus for any fiscal year may range from zero percent (0%) to two hundred percent (200%) of the Target Bonus, based on the achievement of individual and company performance objectives established by the Compensation Committee in its reasonable discretion. The individual and company performance objectives for the first fiscal year (or partial fiscal year) of Executive's employment shall be mutually agreed upon between Executive and the Chief Executive Officer within sixty (60) days following the Effective Date, and shall be subject to approval by the Compensation Committee. For subsequent fiscal years, performance objectives shall be established by the Compensation Committee, in consultation with the Chief Executive Officer, no later than the end of the first quarter of each such fiscal year. The Annual Bonus for any fiscal year, to the extent earned, shall be paid no later than March 15 of the fiscal year following the fiscal year to which such Annual Bonus relates, subject to Executive's continued employment with Employer through the date on which the Annual Bonus is actually paid, except as otherwise expressly provided in Article 5 of this Agreement. For the fiscal year in which the Closing occurs, the Annual Bonus shall be prorated based on the number of days of Executive's employment during that fiscal year divided by the total number of days in such fiscal year. For the avoidance of doubt, Executive shall have no right to receive any Annual Bonus, or any portion thereof, unless and until the Compensation Committee has determined the amount of such Annual Bonus, except to the extent otherwise expressly provided in Article 5.

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 award agreement to be entered into between Employer and Executive substantially in the form approved by the Compensation Committee (the "Award Agreement"). As of May 19, 2025, Cascade Retail Holdings Inc. common stock traded on the Nasdaq Global Select Market under the ticker symbol "CRHI" and had approximately 412 million shares outstanding. The Restricted Shares shall vest in equal annual installments of one-third (1/3) on each of the first, second, and third anniversaries of the Effective Date, as follows:

(a) Approximately 41,667 Restricted Shares shall vest on the first anniversary of the Effective Date;

(b) Approximately 41,667 Restricted Shares shall vest on the second anniversary of the Effective Date; and

in each case, subject to Executive's continuous employment with Employer (or any subsidiary of Employer) through each applicable vesting date, except as otherwise expressly provided in Article 5 of this Agreement. The Restricted Shares shall be subject to such additional terms and conditions, including without limitation transfer restrictions, tax withholding provisions, dividend rights, voting rights, forfeiture conditions, and other administrative provisions, as set forth in the Equity Plan and the Award Agreement. In the event of any conflict between this Agreement and the Award Agreement or the Equity Plan with respect to the vesting of the Restricted Shares upon termination of employment, the provisions of this Agreement shall control. Executive acknowledges that she has received or will receive a copy of the Equity Plan and the form of Award Agreement, and agrees to execute and deliver the Award Agreement as a condition to the receipt of the Restricted Shares.

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 construed as guaranteeing any additional equity awards to Executive, and the Compensation Committee shall retain full discretion over the timing, amount, form, and terms of any such awards.

ARTICLE 3: EMPLOYEE BENEFITS

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 disability insurance, flexible spending accounts, health savings accounts, and retirement plans, including Employer's tax-qualified 401(k) plan. Executive's participation in such plans, programs, and arrangements shall be subject to the terms and eligibility requirements of each such plan, program, or arrangement as in effect from time to time. Employer reserves the right to amend, modify, or terminate any such plan, program, or arrangement at any time in its sole discretion, provided that any such amendment, modification, or termination is generally applicable to similarly situated senior executives of Employer and does not discriminate against Executive.

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 in a manner that does not unreasonably interfere with the operations of Employer or Executive's performance of her duties and responsibilities hereunder. Any unused PTO shall be subject to Employer's applicable carry-over and forfeiture policies.

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 from time to time. Such reimbursement shall be made within thirty (30) days following Executive's submission of proper documentation of such expenses in accordance with Employer's policies. In no event shall any reimbursement be made later than the last day of the calendar year following the calendar year in which Executive incurred the related expense. The amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year. Executive's right to reimbursement under this Section 3.3 shall not be subject to liquidation or exchange for any other benefit.

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 an indemnification agreement with Executive in the form generally provided to senior executives and directors of Employer. During the Employment Term and for a period of six (6) years following the termination of Executive's employment for any reason, Executive shall be covered as an insured under Employer's directors' and officers' liability insurance policy (or policies) on terms no less favorable than those provided to other senior executives and directors of Employer, with coverage amounts and policy terms at least as favorable as those in effect as of the Effective Date. Employer's obligations under this Section 3.4 shall survive the termination of Executive's employment and the expiration or termination of this Agreement.

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 that the restrictive covenants set forth in this Article 4 are a material inducement for Employer to enter into this Agreement and to consummate the Acquisition, and that the consideration provided to Executive under this Agreement and the Acquisition Agreement (including the proceeds received by Executive as a Selling Stockholder) constitutes adequate consideration for such restrictive covenants. Accordingly, Executive agrees to the following:

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, independent contractor, agent, investor, stockholder, or in any other individual or representative capacity, engage in, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with any business that competes with the business of Employer or any of its subsidiaries (including NovaMart) in the online marketplace, ecommerce platform, or ecommerce logistics technology sectors within the United States. The following shall not constitute a violation of this Section 4.1:

(a) the passive ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Executive does not otherwise participate in the management or operations of such entity; and

(b) any activities expressly approved in writing in advance by the Chief Executive Officer or the Board of Directors of Employer.

Executive acknowledges and agrees that the restrictions contained in this Section 4.1 are reasonable in scope, geographic area, and duration given Executive's access to Employer's and NovaMart's trade secrets, proprietary technology, and confidential business information, Executive's position and responsibilities with Employer and its subsidiaries, the consideration received by Executive under this Agreement and the Acquisition Agreement, and the competitive landscape in which Employer and its subsidiaries operate. Notwithstanding the foregoing, the parties acknowledge that if, at the time of enforcement of this Section 4.1, Executive's principal place of employment is in a jurisdiction that restricts or prohibits the enforcement of post-employment non-competition covenants (such as the State of California pursuant to California Business and Professions Code Sections 16600 et seq., or any other jurisdiction with similar statutory or common law restrictions), then the non-competition provisions of this Section 4.1 shall be enforced only to the extent permitted by the applicable law of such jurisdiction, and shall not be construed to restrict any activity that such applicable law protects. This savings clause shall not affect the enforceability of this Section 4.1 in any jurisdiction that permits enforcement of non-competition covenants, including without limitation the State of Delaware and the State of Texas.

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 employment or engagement with Employer or any such subsidiary, or (ii) accept employment or engagement with any other person or entity. Executive shall not, during the Restricted Period, hire or engage, or cause any person or entity to hire or engage, any individual who is then, or was within the six (6)-month period prior to such hiring or engagement, an employee, independent contractor, or consultant of Employer or any of its subsidiaries. Notwithstanding the foregoing, general solicitations of employment through public advertisements, job postings on internet job boards, or general-purpose recruiting firms not specifically directed at employees, independent contractors, or consultants of Employer or any of its subsidiaries shall not, by themselves, constitute a violation of this Section 4.2; provided, however, that the hiring of any individual who responds to such a general solicitation shall be subject to the restrictions of this Section 4.2.

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, NovaMart's approximately 62,400 active sellers and approximately 9.1 million registered buyers as of the date of this Agreement), for the purpose of providing products or services that compete with, or are substantially similar to, the products or services offered by Employer or any of its subsidiaries. This restriction shall apply only to customers, sellers, suppliers, vendors, and business partners with whom Executive had a material business relationship or about whom Executive had access to material Confidential Information during the twenty-four (24)-month period preceding the date of termination of Executive's employment.

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 Executive Officer or General Counsel of Employer, (iii) as required by applicable law, regulation, or valid legal process (provided that Executive shall give Employer prompt prior written notice of such requirement to the extent legally permitted and shall cooperate with Employer in seeking a protective order or other appropriate remedy), or (iv) as permitted by Section 4.4(c) below.

(b) Definition. As used in this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information, in any form or medium (whether written, oral, electronic, or visual), relating to the business, operations, finances, technology, products, services, or affairs of Employer or any of its subsidiaries (including NovaMart), including without limitation: trade secrets; proprietary technology, algorithms, and source code (including, without limitation, the source code and architecture of the NovaMart marketplace platform and the NovaShip logistics management system); product roadmaps and development plans; customer and seller data, including transaction histories and behavioral analytics; pricing strategies and models; financial information, results, and projections; business plans and strategic plans; marketing strategies and campaigns; vendor and supplier relationships and contract terms; logistics and fulfillment operations information (including information relating to the NovaShip logistics network and its fourteen (14) fulfillment centers located across the United States); employee compensation, performance, and personnel information; merger, acquisition, and divestiture plans; and any information designated or treated as confidential by Employer. Confidential Information shall not include information that (A) is or becomes generally known to the public through no fault of Executive, (B) was known to Executive prior to its disclosure by Employer, as evidenced by written records predating such disclosure, or (C) is rightfully received by Executive from a third party without restriction on disclosure and without breach of any obligation of confidentiality. Executive's obligations under this Section 4.4 shall survive the termination of Executive's employment and the expiration or termination of this Agreement indefinitely, or for such shorter period as may be required by applicable law with respect to specific categories of information.

(c) Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), Executive is hereby notified that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal, and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement shall limit Executive's right to receive an award for providing information to any governmental authority under any applicable whistleblower program.

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 are suggested by any work performed by Executive for or on behalf of Employer or any of its subsidiaries, or (iii) are conceived, developed, or made using the equipment, supplies, facilities, resources, or Confidential Information of Employer or any of its subsidiaries, shall be the sole and exclusive property of Employer (collectively, "Work Product"). As used in this Agreement, "Inventions" means inventions, discoveries, developments, improvements, innovations, works of authorship, software, designs, ideas, concepts, data, databases, formulas, processes, techniques, know-how, and other intellectual property, whether or not patentable, copyrightable, or protectable as a trade secret.

(b) Irrevocable Assignment. Executive hereby irrevocably assigns and agrees to assign to Employer all right, title, and interest in and to all Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein, in the United States and throughout the world. To the extent that any Work Product constitutes a "work made for hire" under the United States Copyright Act (17 U.S.C. § 101 et seq.), Executive agrees that such Work Product shall be considered a work made for hire and that Employer shall be deemed the author thereof. To the extent that any Work Product is not a work made for hire, Executive hereby assigns and agrees to assign to Employer all right, title, and interest in and to such Work Product, including all copyright rights therein, without further consideration.

(c) Cooperation. Executive shall promptly disclose all Work Product to Employer in writing and shall execute all documents, instruments, and applications, and take all actions, as may be reasonably requested by Employer (at Employer's expense) to perfect, register, maintain, and enforce Employer's rights in and to the Work Product in the United States and throughout the world, including without limitation executing patent applications, copyright registrations, and assignments.

(d) Power of Attorney. In the event that Executive fails or refuses to execute any document or take any action required under Section 4.5(c) within a reasonable time after request by Employer, Executive hereby irrevocably appoints Employer and its duly authorized officers and agents as Executive's attorney-in-fact, coupled with an interest, to execute such documents and take such actions on Executive's behalf. This appointment shall survive the termination of Executive's employment and the disability or incapacity of Executive.

(e) Exclusions. Notwithstanding the foregoing, this Section 4.5 shall not apply to any invention that qualifies for exclusion under the applicable state invention assignment statute, including, to the extent applicable, Texas Labor Code Section 2105.001 et seq. (or any successor provision). Specifically, this Section 4.5 does not require Executive to assign any invention that Executive developed entirely on her own time without using Employer's equipment, supplies, facilities, resources, or Confidential Information, except for those inventions that (i) relate at the time of conception or reduction to practice to the business of Employer or to the actual or demonstrably anticipated research or development of Employer, or (ii) result from any work performed by Executive for Employer.

(f) Prior Inventions. Executive has identified on Exhibit A attached hereto all inventions, discoveries, developments, improvements, works of authorship, and other intellectual property (collectively, "Prior Inventions") that were conceived, developed, or reduced to practice by Executive prior to the Effective Date and that Executive wishes to exclude from the scope of the assignment set forth in this Section 4.5. If no Prior Inventions are listed on Exhibit A, Executive represents that no such Prior Inventions exist as of the Effective Date.

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 subsidiaries, or containing or constituting Confidential Information, whether in physical or electronic form, and all copies thereof. Executive shall not retain any copies, reproductions, or summaries of any Confidential Information following the termination of her employment. Executive shall cooperate with Employer in ensuring the orderly transition of her duties and responsibilities and the return of all Employer property.

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 performance, and other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security (to the extent permitted by applicable law), in addition to all other remedies available to Employer at law or in equity, including without limitation the recovery of monetary damages. The rights and remedies of Employer under this Section 4.7 shall be cumulative and in addition to, and not in lieu of, any other rights and remedies available to Employer. If any court of competent jurisdiction determines that any provision of this Article 4 is unreasonable, overbroad, or unenforceable as to scope, duration, or geographic area, such court is hereby authorized and directed to reform such provision to the maximum extent enforceable under applicable law, and such provision shall be enforced as so reformed.

ARTICLE 5: TERMINATION

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 extent curable, is not cured within thirty (30) days after written notice from Employer specifying the nature of the breach;

(b) Executive's conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty, or moral turpitude under the laws of the United States or any state thereof;

(c) Executive's willful misconduct or gross negligence in the performance of her duties and responsibilities hereunder that is materially injurious to the business, operations, reputation, or financial condition of Employer or any of its subsidiaries;

(d) Executive's material failure to perform her duties and responsibilities hereunder (other than by reason of Disability as defined in Section 5.5), if such failure is not cured within thirty (30) days after written notice from Employer specifying the nature of the failure;

(e) Executive's fraud, embezzlement, misappropriation, or theft of the assets or funds of Employer or any of its subsidiaries; or

(f) Executive's material violation of any provision of Article 4 of this Agreement.

For purposes of this Section 5.1, no act or failure to act by Executive shall be considered "willful" unless done, or omitted to be done, by Executive in bad faith and without a reasonable belief that her action or omission was in the best interests of Employer. The termination of Executive's employment shall not be treated as a termination for Cause unless Employer has provided Executive with a written notice of termination specifying the applicable subsection(s) of this Section 5.1 and, where applicable, the opportunity to cure as set forth above.

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 1.2 shall be treated as a termination by Employer without Cause for purposes of this Article 5.

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 similarly situated senior executives of Employer that does not exceed ten percent (10%) of Executive's then-current Base Salary);

(b) a material diminution in Executive's title, duties, responsibilities, authority, or reporting relationship (including, without limitation, a requirement that Executive report to any person other than the Chief Executive Officer of Employer or, if the Company is acquired by another entity, a person of equivalent or higher seniority at the acquiring entity);

(c) the relocation of Executive's principal place of employment to a location more than fifty (50) miles from Austin, Texas, without Executive's prior written consent; or

(d) a material breach by Employer of any provision of this Agreement that is not cured as provided below.

Notwithstanding the foregoing, Executive's termination of employment shall not be treated as a termination for Good Reason unless (i) Executive provides written notice to Employer of the existence of the condition constituting Good Reason within sixty (60) days of the initial occurrence of such condition, which notice shall describe the condition in reasonable detail, (ii) Employer fails to cure such condition within thirty (30) days following receipt of such notice (the "Cure Period"), and (iii) Executive actually terminates her employment within fifteen (15) days following the expiration of the Cure Period. If Employer cures the condition within the Cure Period, such condition shall not constitute Good Reason.

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 Employer shall pay Executive her Base Salary through the end of the originally designated notice period or sixty (60) days from the date of Executive's notice, whichever is sooner).

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 twenty (120) consecutive calendar days or for a period of one hundred eighty (180) calendar days in any twelve (12)-month period, as determined by a physician mutually agreed upon by Employer and Executive (or Executive's legal representative). Employer shall comply with all applicable obligations under the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable federal and state laws prior to terminating Executive's employment on account of Disability.

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 applicable time period specified therein and Executive's continued compliance with the provisions of Article 4, Executive shall be entitled to receive the following severance benefits, in addition to the Accrued Obligations (as defined in Section 5.7):

(a) Salary Continuation. Continued payment of Executive's Base Salary (at the rate in effect immediately prior to the date of termination, or, if higher, the rate in effect immediately prior to the occurrence of the event constituting Good Reason) for a period of twelve (12) months following the date of termination (the "Severance Period"), payable in accordance with Employer's normal payroll practices, commencing on the first regular payroll date following the date on which the Release becomes effective and irrevocable (the "Release Effective Date"), with the first payment to include any installments that would have been paid between the date of termination and the Release Effective Date but for the requirement to execute the Release;

(b) Prorated Annual Bonus. A prorated Annual Bonus for the fiscal year in which the termination occurs, based on actual performance for the full fiscal year as determined by the Compensation Committee, prorated based on the number of days of Executive's employment during such fiscal year divided by the total number of days in such fiscal year, payable at the same time annual bonuses are paid to other similarly situated senior executives of Employer, but in no event later than March 15 of the fiscal year following the fiscal year of termination;

(c) Accelerated Equity Vesting. Accelerated vesting of all then-unvested Restricted Shares (including any Restricted Shares granted pursuant to Section 2.3 or any additional equity awards granted pursuant to Section 2.4 that are subject to time-based vesting) that would have vested during the twelve (12)-month period following the date of termination had Executive remained continuously employed during such period, such accelerated vesting to become effective as of the date of termination (or, if later, the Release Effective Date); and

(d) Health Benefit Continuation. If Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), Employer shall pay the full cost of the premiums for continued coverage under Employer's group health plans (medical, dental, and vision) for Executive and her eligible dependents for the duration of the Severance Period or until Executive becomes eligible for substantially comparable coverage through a subsequent employer's group health plan, whichever occurs first. Executive shall promptly notify Employer upon becoming eligible for such alternative coverage. If Employer's payment of COBRA premiums would violate the nondiscrimination rules applicable to self-insured health plans under the Patient Protection and Affordable Care Act, Employer shall instead pay Executive a taxable monthly cash payment equal to the applicable COBRA premium for such coverage for the applicable period.

The severance benefits described in this Section 5.6 are in lieu of, and not in addition to, any other severance benefits that may be available to Executive under any severance plan, program, or policy of Employer. Executive shall not be required to mitigate damages or seek other employment in order to receive the severance benefits under this Section 5.6, and no compensation received by Executive from any subsequent employer shall reduce or offset the severance benefits payable hereunder (except with respect to the COBRA benefit continuation as expressly provided above).

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, payable within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law);

(b) any Annual Bonus that has been earned but not yet paid with respect to any completed fiscal year ending on or prior to the date of termination, payable at the time annual bonuses are normally paid but in no event later than March 15 of the fiscal year following the fiscal year to which such Annual Bonus relates;

(c) reimbursement of any unreimbursed business expenses properly incurred by Executive prior to the date of termination in accordance with Section 3.3; and

(d) any vested benefits to which Executive is entitled under the terms of Employer's employee benefit plans, programs, and arrangements in accordance with the terms of such plans.

Upon a termination for Cause or a voluntary resignation without Good Reason, all unvested Restricted Shares (and any other unvested equity awards) shall be immediately forfeited and canceled as of the date of termination, without payment of any consideration therefor.

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 on the number of days of Executive's employment during such fiscal year divided by the total number of days in such fiscal year, payable within sixty (60) days following the date of termination;

(c) accelerated vesting of all then-unvested Restricted Shares (and any other unvested equity awards subject to time-based vesting), such accelerated vesting to become effective as of the date of termination; and

(d) if Executive (or her eligible dependents) timely elects COBRA continuation coverage, Employer shall pay the full cost of the premiums for continued coverage under Employer's group health plans (medical, dental, and vision) for a period of twelve (12) months following the date of termination or until Executive (or her eligible dependents) becomes eligible for substantially comparable coverage through another employer's group health plan, whichever occurs first.

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 "Payments") would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payments shall be reduced (but not below zero) to the extent necessary so that no portion of the Payments as so reduced would be subject to the Excise Tax, but only if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account the Excise Tax, federal, state, and local income taxes, and payroll taxes), than if Executive received all of the Payments (the "Best Net" or "Cutback" provision). If a reduction in Payments is required pursuant to this Section 5.9, such reduction shall be made in the following order: (a) first, by reducing any cash severance payments that are exempt from Section 409A of the Code; (b) second, by reducing any other cash payments or benefits that are exempt from Section 409A of the Code (in each case, in reverse chronological order); (c) third, by reducing any payments or benefits that are subject to Section 409A of the Code (in reverse chronological order); and (d) fourth, by reducing any non-cash benefits. Executive shall not be entitled to any tax gross-up payment from Employer with respect to any Excise Tax or any other tax imposed on the Payments.

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), including without limitation matters relating to the Acquisition, the pre-closing operations of NovaMart, and any matters arising during Executive's employment. Executive shall make herself reasonably available for interviews, depositions, hearings, and trial preparation and testimony, at mutually agreeable times and locations, and Employer shall reimburse Executive for all reasonable out-of-pocket expenses incurred in connection with such cooperation. Employer shall use reasonable efforts to minimize any disruption to Executive's business and personal affairs, and any cooperation requested under this Section 5.10 that requires more than de minimis time shall be compensated at a rate of $500 per hour. This Section 5.10 shall survive the termination of Executive's employment and the expiration or termination of this Agreement.

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 non-competition, non-solicitation, confidentiality, or other restrictive covenant agreement with any prior employer or other third party;

(b) Executive is not a party to any non-compete agreement, non-solicitation agreement, or other restrictive covenant with any third party that would prevent, restrict, or impair Executive's ability to perform her duties and responsibilities hereunder;

(c) Executive will not bring to Employer or use in the performance of her duties any confidential or proprietary information, trade secrets, or materials belonging to any prior employer (other than NovaMart, whose information and materials become the property of Employer upon the Closing of the Acquisition) in violation of any obligation of confidentiality or other obligation to such prior employer;

(d) Executive has not entered into, and will not during the Employment Term enter into, any agreement, whether oral or written, that would conflict with or be inconsistent with Executive's obligations under this Agreement; and

(e) all information provided by Executive to Employer in connection with her employment and the negotiation of this Agreement is true, complete, and accurate in all material respects.

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 against Employer in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

ARTICLE 7: GENERAL PROVISIONS

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 (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employer:

Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119

Attention: General Counsel (Elena Vasquez-Bright)

Email: evasquez-bright@cascaderetail.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to Executive:

Priya Narasimhan At her most recent home address on file with Employer's Human Resources Department

Either party may change its or her notice address by providing written notice to the other party in accordance with this Section 7.1.

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 relating to the enforceability of the non-competition provisions of Section 4.1 shall be governed by the law of the state in which enforcement is sought, to the extent required by the mandatory law of such state.

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). Each party hereby irrevocably consents to and submits to the personal jurisdiction and venue of such courts for the purposes of any such action, suit, or proceeding. Each party hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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, between the parties with respect to such subject matter, including without limitation any prior employment agreement, offer letter, or similar arrangement between Executive and NovaMart. For the avoidance of doubt, all prior employment arrangements between Executive and NovaMart relating to Executive's employment, compensation, and benefits shall be superseded in their entirety by this Agreement as of the Effective Date. Nothing in this Agreement shall be construed to supersede or modify Executive's rights or obligations under the Acquisition Agreement (including Executive's right to receive proceeds as a Selling Stockholder), which shall remain in full force and effect in accordance with its terms.

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 other provision. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such party's right to enforce such provision in the future.

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 make it valid and enforceable while preserving the parties' original intent to the maximum extent possible. If such reformation is not possible, the invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

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 assets of Employer (whether by merger, consolidation, acquisition, reorganization, sale of assets, or otherwise), or to any affiliate of Employer, without the consent of Executive, provided that such successor or affiliate assumes and agrees to perform Employer's obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

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 compensation and benefits provided under this Agreement.

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 upon termination of Executive's employment shall be made only upon a "separation from service" within the meaning of Section 409A (determined applying the default rules under Treasury Regulation Section 1.409A-1(h)).

(b) If Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of Executive's separation from service, any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" within the meaning of Section 409A and that is payable on account of Executive's separation from service shall not be paid or provided until the date that is six (6) months and one (1) day after the date of Executive's separation from service (or, if earlier, the date of Executive's death). Any payments that are delayed pursuant to this Section 7.9(b) shall be accumulated and paid in a lump sum on the first business day following the expiration of such six-month period, together with interest thereon at the applicable federal rate under Section 7872 of the Code.

(d) To the extent any reimbursements or in-kind benefits under this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A, (i) all such expenses shall be reimbursed no later than the last day of the calendar year following the calendar year in which Executive incurs such expenses, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year.

In no event shall Employer be liable to Executive for any taxes, interest, or penalties arising under or in connection with Section 409A.

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

EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of [●], 2025 (the "Effective Date"), by and between Cascade Retail Holdings Inc., a Delaware corporation ("Employer" or the "Company"), and Priya Narasimhan, an individual ("Executive").
RECITALS
WHEREAS, Employer is acquiring 100% of the outstanding capital stock of NovaMart Global Inc., a Delaware corporation ("NovaMart"), pursuant to that certain Stock Purchase Agreement, dated as of May 20, 2025 (the "Acquisition Agreement"), by and among Employer, NovaMart, and the Selling Stockholders named therein (the "Acquisition");
WHEREAS, Executive is the Co-Founder and Chief Technology Officer of NovaMart and holds approximately 8.3% of NovaMart's outstanding capital stock;
WHEREAS, Executive is a key employee whose continued service is critical to the success of the Acquisition and the integration of NovaMart's business into Employer's operations;
WHEREAS, as a condition to and in connection with the closing of the Acquisition (the "Closing"), Employer desires to employ Executive, and Executive desires to be employed by Employer, on the terms and conditions set forth herein;
WHEREAS, this Agreement shall become effective upon and subject to the occurrence of the Closing; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
ARTICLE 1: EMPLOYMENT; TERM
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, Executive shall report directly to the Chief Executive Officer of Cascade Retail Holdings Inc. (currently Margaret "Meg" Alderton) or such other senior executive as may be designated by Employer from time to time upon reasonable prior notice to Executive. Executive's principal place of employment shall be NovaMart's headquarters located at 1100 Congress Avenue, Suite 800, Austin, Texas 78701, subject to reasonable business travel as may be required from time to time in connection with the performance of Executive's duties hereunder, including periodic travel to Employer's corporate headquarters in Seattle, Washington and to such other locations as the business of Employer and its subsidiaries may reasonably require.
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) year each (each, a "Renewal Term"), unless either party provides written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term (whether the Initial Term or any Renewal Term). The Initial Term, together with any Renewal Terms during which Executive remains employed hereunder, is collectively referred to as the "Employment Term." For the avoidance of doubt, a notice of non-renewal by either party shall not, by itself, constitute a termination for "Cause" or a resignation for "Good Reason" as those terms are defined in Article 5 of this Agreement.
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 technology infrastructure, including but not limited to the CascadeDirect.com ecommerce platform and related technology systems. Executive shall perform such other duties and responsibilities consistent with her position and title as may be reasonably assigned to her from time to time by the Chief Executive Officer or the Board of Directors of Employer (the "Board"). Executive shall at all times comply with all applicable policies, procedures, standards of conduct, and codes of ethics of Employer as in effect from time to time and as made available to Executive. Notwithstanding the foregoing, during the Employment Term, Executive may (a) serve on the board of directors of up to two (2) non-profit organizations and (b) manage her personal investments and financial affairs, in each case subject to the non-competition and conflict of interest provisions set forth in Article 4 hereof, and provided that such activities do not, individually or in the aggregate, materially interfere with the performance of Executive's duties and responsibilities under this Agreement. Any service on the board of directors of a for-profit entity (other than NovaMart or any other subsidiary of Employer) shall require the prior written approval of the Board or the Chief Executive Officer.
ARTICLE 2: COMPENSATION
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 Compensation Committee of the Board of Directors of Cascade Retail Holdings Inc. (Nasdaq: CRHI) (the "Compensation Committee"), and may be increased (but not decreased below $575,000 during the Initial Term) in the sole discretion of the Compensation Committee. Any increase in the Base Salary shall not serve to limit or reduce any other obligation of Employer under this Agreement. After the Initial Term, the Base Salary as then in effect shall not be decreased without Executive's prior written consent except as part of an across-the-board salary reduction applicable to all similarly situated senior executives of Employer, and any such reduction shall not exceed ten percent (10%) of the then-current Base Salary. The term "Base Salary" as used in this Agreement shall refer to the Base Salary as so adjusted from time to time.
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 Annual Bonus for any fiscal year may range from zero percent (0%) to two hundred percent (200%) of the Target Bonus, based on the achievement of individual and company performance objectives established by the Compensation Committee in its reasonable discretion. The individual and company performance objectives for the first fiscal year (or partial fiscal year) of Executive's employment shall be mutually agreed upon between Executive and the Chief Executive Officer within sixty (60) days following the Effective Date, and shall be subject to approval by the Compensation Committee. For subsequent fiscal years, performance objectives shall be established by the Compensation Committee, in consultation with the Chief Executive Officer, no later than the end of the first quarter of each such fiscal year. The Annual Bonus for any fiscal year, to the extent earned, shall be paid no later than March 15 of the fiscal year following the fiscal year to which such Annual Bonus relates, subject to Executive's continued employment with Employer through the date on which the Annual Bonus is actually paid, except as otherwise expressly provided in Article 5 of this Agreement. For the fiscal year in which the Closing occurs, the Annual Bonus shall be prorated based on the number of days of Executive's employment during that fiscal year divided by the total number of days in such fiscal year. For the avoidance of doubt, Executive shall have no right to receive any Annual Bonus, or any portion thereof, unless and until the Compensation Committee has determined the amount of such Annual Bonus, except to the extent otherwise expressly provided in Article 5.
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 award agreement to be entered into between Employer and Executive substantially in the form approved by the Compensation Committee (the "Award Agreement"). As of May 19, 2025, Cascade Retail Holdings Inc. common stock traded on the Nasdaq Global Select Market under the ticker symbol "CRHI" and had approximately 412 million shares outstanding. The Restricted Shares shall vest in equal annual installments of one-third (1/3) on each of the first, second, and third anniversaries of the Effective Date, as follows:
(a) Approximately 41,667 Restricted Shares shall vest on the first anniversary of the Effective Date;
(b) Approximately 41,667 Restricted Shares shall vest on the second anniversary of the Effective Date; and
(c) The remaining approximately 41,666 Restricted Shares shall vest on the third anniversary of the Effective Date,
in each case, subject to Executive's continuous employment with Employer (or any subsidiary of Employer) through each applicable vesting date, except as otherwise expressly provided in Article 5 of this Agreement. The Restricted Shares shall be subject to such additional terms and conditions, including without limitation transfer restrictions, tax withholding provisions, dividend rights, voting rights, forfeiture conditions, and other administrative provisions, as set forth in the Equity Plan and the Award Agreement. In the event of any conflict between this Agreement and the Award Agreement or the Equity Plan with respect to the vesting of the Restricted Shares upon termination of employment, the provisions of this Agreement shall control. Executive acknowledges that she has received or will receive a copy of the Equity Plan and the form of Award Agreement, and agrees to execute and deliver the Award Agreement as a condition to the receipt of the Restricted Shares.
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 construed as guaranteeing any additional equity awards to Executive, and the Compensation Committee shall retain full discretion over the timing, amount, form, and terms of any such awards.
ARTICLE 3: EMPLOYEE BENEFITS
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 disability insurance, flexible spending accounts, health savings accounts, and retirement plans, including Employer's tax-qualified 401(k) plan. Executive's participation in such plans, programs, and arrangements shall be subject to the terms and eligibility requirements of each such plan, program, or arrangement as in effect from time to time. Employer reserves the right to amend, modify, or terminate any such plan, program, or arrangement at any time in its sole discretion, provided that any such amendment, modification, or termination is generally applicable to similarly situated senior executives of Employer and does not discriminate against Executive.
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 in a manner that does not unreasonably interfere with the operations of Employer or Executive's performance of her duties and responsibilities hereunder. Any unused PTO shall be subject to Employer's applicable carry-over and forfeiture policies.
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 from time to time. Such reimbursement shall be made within thirty (30) days following Executive's submission of proper documentation of such expenses in accordance with Employer's policies. In no event shall any reimbursement be made later than the last day of the calendar year following the calendar year in which Executive incurred the related expense. The amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year. Executive's right to reimbursement under this Section 3.3 shall not be subject to liquidation or exchange for any other benefit.
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 an indemnification agreement with Executive in the form generally provided to senior executives and directors of Employer. During the Employment Term and for a period of six (6) years following the termination of Executive's employment for any reason, Executive shall be covered as an insured under Employer's directors' and officers' liability insurance policy (or policies) on terms no less favorable than those provided to other senior executives and directors of Employer, with coverage amounts and policy terms at least as favorable as those in effect as of the Effective Date. Employer's obligations under this Section 3.4 shall survive the termination of Executive's employment and the expiration or termination of this Agreement.
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 that the restrictive covenants set forth in this Article 4 are a material inducement for Employer to enter into this Agreement and to consummate the Acquisition, and that the consideration provided to Executive under this Agreement and the Acquisition Agreement (including the proceeds received by Executive as a Selling Stockholder) constitutes adequate consideration for such restrictive covenants. Accordingly, Executive agrees to the following:
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, independent contractor, agent, investor, stockholder, or in any other individual or representative capacity, engage in, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with any business that competes with the business of Employer or any of its subsidiaries (including NovaMart) in the online marketplace, ecommerce platform, or ecommerce logistics technology sectors within the United States. The following shall not constitute a violation of this Section 4.1:
(a) the passive ownership of not more than two percent (2%) of the outstanding equity securities of any entity whose securities are listed on a national securities exchange or traded in the over-the-counter market, provided that Executive does not otherwise participate in the management or operations of such entity; and
(b) any activities expressly approved in writing in advance by the Chief Executive Officer or the Board of Directors of Employer.
Executive acknowledges and agrees that the restrictions contained in this Section 4.1 are reasonable in scope, geographic area, and duration given Executive's access to Employer's and NovaMart's trade secrets, proprietary technology, and confidential business information, Executive's position and responsibilities with Employer and its subsidiaries, the consideration received by Executive under this Agreement and the Acquisition Agreement, and the competitive landscape in which Employer and its subsidiaries operate. Notwithstanding the foregoing, the parties acknowledge that if, at the time of enforcement of this Section 4.1, Executive's principal place of employment is in a jurisdiction that restricts or prohibits the enforcement of post-employment non-competition covenants (such as the State of California pursuant to California Business and Professions Code Sections 16600 et seq., or any other jurisdiction with similar statutory or common law restrictions), then the non-competition provisions of this Section 4.1 shall be enforced only to the extent permitted by the applicable law of such jurisdiction, and shall not be construed to restrict any activity that such applicable law protects. This savings clause shall not affect the enforceability of this Section 4.1 in any jurisdiction that permits enforcement of non-competition covenants, including without limitation the State of Delaware and the State of Texas.
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 employment or engagement with Employer or any such subsidiary, or (ii) accept employment or engagement with any other person or entity. Executive shall not, during the Restricted Period, hire or engage, or cause any person or entity to hire or engage, any individual who is then, or was within the six (6)-month period prior to such hiring or engagement, an employee, independent contractor, or consultant of Employer or any of its subsidiaries. Notwithstanding the foregoing, general solicitations of employment through public advertisements, job postings on internet job boards, or general-purpose recruiting firms not specifically directed at employees, independent contractors, or consultants of Employer or any of its subsidiaries shall not, by themselves, constitute a violation of this Section 4.2; provided, however, that the hiring of any individual who responds to such a general solicitation shall be subject to the restrictions of this Section 4.2.
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, NovaMart's approximately 62,400 active sellers and approximately 9.1 million registered buyers as of the date of this Agreement), for the purpose of providing products or services that compete with, or are substantially similar to, the products or services offered by Employer or any of its subsidiaries. This restriction shall apply only to customers, sellers, suppliers, vendors, and business partners with whom Executive had a material business relationship or about whom Executive had access to material Confidential Information during the twenty-four (24)-month period preceding the date of termination of Executive's employment.
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 Executive Officer or General Counsel of Employer, (iii) as required by applicable law, regulation, or valid legal process (provided that Executive shall give Employer prompt prior written notice of such requirement to the extent legally permitted and shall cooperate with Employer in seeking a protective order or other appropriate remedy), or (iv) as permitted by Section 4.4(c) below.
(b) Definition. As used in this Agreement, "Confidential Information" means all non-public, proprietary, or confidential information, in any form or medium (whether written, oral, electronic, or visual), relating to the business, operations, finances, technology, products, services, or affairs of Employer or any of its subsidiaries (including NovaMart), including without limitation: trade secrets; proprietary technology, algorithms, and source code (including, without limitation, the source code and architecture of the NovaMart marketplace platform and the NovaShip logistics management system); product roadmaps and development plans; customer and seller data, including transaction histories and behavioral analytics; pricing strategies and models; financial information, results, and projections; business plans and strategic plans; marketing strategies and campaigns; vendor and supplier relationships and contract terms; logistics and fulfillment operations information (including information relating to the NovaShip logistics network and its fourteen (14) fulfillment centers located across the United States); employee compensation, performance, and personnel information; merger, acquisition, and divestiture plans; and any information designated or treated as confidential by Employer. Confidential Information shall not include information that (A) is or becomes generally known to the public through no fault of Executive, (B) was known to Executive prior to its disclosure by Employer, as evidenced by written records predating such disclosure, or (C) is rightfully received by Executive from a third party without restriction on disclosure and without breach of any obligation of confidentiality. Executive's obligations under this Section 4.4 shall survive the termination of Executive's employment and the expiration or termination of this Agreement indefinitely, or for such shorter period as may be required by applicable law with respect to specific categories of information.
(c) Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), Executive is hereby notified that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal, and (2) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement shall limit Executive's right to receive an award for providing information to any governmental authority under any applicable whistleblower program.
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 are suggested by any work performed by Executive for or on behalf of Employer or any of its subsidiaries, or (iii) are conceived, developed, or made using the equipment, supplies, facilities, resources, or Confidential Information of Employer or any of its subsidiaries, shall be the sole and exclusive property of Employer (collectively, "Work Product"). As used in this Agreement, "Inventions" means inventions, discoveries, developments, improvements, innovations, works of authorship, software, designs, ideas, concepts, data, databases, formulas, processes, techniques, know-how, and other intellectual property, whether or not patentable, copyrightable, or protectable as a trade secret.
(b) Irrevocable Assignment. Executive hereby irrevocably assigns and agrees to assign to Employer all right, title, and interest in and to all Work Product, including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein, in the United States and throughout the world. To the extent that any Work Product constitutes a "work made for hire" under the United States Copyright Act (17 U.S.C. § 101 et seq.), Executive agrees that such Work Product shall be considered a work made for hire and that Employer shall be deemed the author thereof. To the extent that any Work Product is not a work made for hire, Executive hereby assigns and agrees to assign to Employer all right, title, and interest in and to such Work Product, including all copyright rights therein, without further consideration.
(c) Cooperation. Executive shall promptly disclose all Work Product to Employer in writing and shall execute all documents, instruments, and applications, and take all actions, as may be reasonably requested by Employer (at Employer's expense) to perfect, register, maintain, and enforce Employer's rights in and to the Work Product in the United States and throughout the world, including without limitation executing patent applications, copyright registrations, and assignments.
(d) Power of Attorney. In the event that Executive fails or refuses to execute any document or take any action required under Section 4.5(c) within a reasonable time after request by Employer, Executive hereby irrevocably appoints Employer and its duly authorized officers and agents as Executive's attorney-in-fact, coupled with an interest, to execute such documents and take such actions on Executive's behalf. This appointment shall survive the termination of Executive's employment and the disability or incapacity of Executive.
(e) Exclusions. Notwithstanding the foregoing, this Section 4.5 shall not apply to any invention that qualifies for exclusion under the applicable state invention assignment statute, including, to the extent applicable, Texas Labor Code Section 2105.001 et seq. (or any successor provision). Specifically, this Section 4.5 does not require Executive to assign any invention that Executive developed entirely on her own time without using Employer's equipment, supplies, facilities, resources, or Confidential Information, except for those inventions that (i) relate at the time of conception or reduction to practice to the business of Employer or to the actual or demonstrably anticipated research or development of Employer, or (ii) result from any work performed by Executive for Employer.
(f) Prior Inventions. Executive has identified on Exhibit A attached hereto all inventions, discoveries, developments, improvements, works of authorship, and other intellectual property (collectively, "Prior Inventions") that were conceived, developed, or reduced to practice by Executive prior to the Effective Date and that Executive wishes to exclude from the scope of the assignment set forth in this Section 4.5. If no Prior Inventions are listed on Exhibit A, Executive represents that no such Prior Inventions exist as of the Effective Date.
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 subsidiaries, or containing or constituting Confidential Information, whether in physical or electronic form, and all copies thereof. Executive shall not retain any copies, reproductions, or summaries of any Confidential Information following the termination of her employment. Executive shall cooperate with Employer in ensuring the orderly transition of her duties and responsibilities and the return of all Employer property.
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 performance, and other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security (to the extent permitted by applicable law), in addition to all other remedies available to Employer at law or in equity, including without limitation the recovery of monetary damages. The rights and remedies of Employer under this Section 4.7 shall be cumulative and in addition to, and not in lieu of, any other rights and remedies available to Employer. If any court of competent jurisdiction determines that any provision of this Article 4 is unreasonable, overbroad, or unenforceable as to scope, duration, or geographic area, such court is hereby authorized and directed to reform such provision to the maximum extent enforceable under applicable law, and such provision shall be enforced as so reformed.
ARTICLE 5: TERMINATION
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 extent curable, is not cured within thirty (30) days after written notice from Employer specifying the nature of the breach;
(b) Executive's conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty, or moral turpitude under the laws of the United States or any state thereof;
(c) Executive's willful misconduct or gross negligence in the performance of her duties and responsibilities hereunder that is materially injurious to the business, operations, reputation, or financial condition of Employer or any of its subsidiaries;
(d) Executive's material failure to perform her duties and responsibilities hereunder (other than by reason of Disability as defined in Section 5.5), if such failure is not cured within thirty (30) days after written notice from Employer specifying the nature of the failure;
(e) Executive's fraud, embezzlement, misappropriation, or theft of the assets or funds of Employer or any of its subsidiaries; or
(f) Executive's material violation of any provision of Article 4 of this Agreement.
For purposes of this Section 5.1, no act or failure to act by Executive shall be considered "willful" unless done, or omitted to be done, by Executive in bad faith and without a reasonable belief that her action or omission was in the best interests of Employer. The termination of Executive's employment shall not be treated as a termination for Cause unless Employer has provided Executive with a written notice of termination specifying the applicable subsection(s) of this Section 5.1 and, where applicable, the opportunity to cure as set forth above.
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 1.2 shall be treated as a termination by Employer without Cause for purposes of this Article 5.
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 similarly situated senior executives of Employer that does not exceed ten percent (10%) of Executive's then-current Base Salary);
(b) a material diminution in Executive's title, duties, responsibilities, authority, or reporting relationship (including, without limitation, a requirement that Executive report to any person other than the Chief Executive Officer of Employer or, if the Company is acquired by another entity, a person of equivalent or higher seniority at the acquiring entity);
(c) the relocation of Executive's principal place of employment to a location more than fifty (50) miles from Austin, Texas, without Executive's prior written consent; or
(d) a material breach by Employer of any provision of this Agreement that is not cured as provided below.
Notwithstanding the foregoing, Executive's termination of employment shall not be treated as a termination for Good Reason unless (i) Executive provides written notice to Employer of the existence of the condition constituting Good Reason within sixty (60) days of the initial occurrence of such condition, which notice shall describe the condition in reasonable detail, (ii) Employer fails to cure such condition within thirty (30) days following receipt of such notice (the "Cure Period"), and (iii) Executive actually terminates her employment within fifteen (15) days following the expiration of the Cure Period. If Employer cures the condition within the Cure Period, such condition shall not constitute Good Reason.
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 Employer shall pay Executive her Base Salary through the end of the originally designated notice period or sixty (60) days from the date of Executive's notice, whichever is sooner).
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 twenty (120) consecutive calendar days or for a period of one hundred eighty (180) calendar days in any twelve (12)-month period, as determined by a physician mutually agreed upon by Employer and Executive (or Executive's legal representative). Employer shall comply with all applicable obligations under the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable federal and state laws prior to terminating Executive's employment on account of Disability.
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 applicable time period specified therein and Executive's continued compliance with the provisions of Article 4, Executive shall be entitled to receive the following severance benefits, in addition to the Accrued Obligations (as defined in Section 5.7):
(a) Salary Continuation. Continued payment of Executive's Base Salary (at the rate in effect immediately prior to the date of termination, or, if higher, the rate in effect immediately prior to the occurrence of the event constituting Good Reason) for a period of twelve (12) months following the date of termination (the "Severance Period"), payable in accordance with Employer's normal payroll practices, commencing on the first regular payroll date following the date on which the Release becomes effective and irrevocable (the "Release Effective Date"), with the first payment to include any installments that would have been paid between the date of termination and the Release Effective Date but for the requirement to execute the Release;
(b) Prorated Annual Bonus. A prorated Annual Bonus for the fiscal year in which the termination occurs, based on actual performance for the full fiscal year as determined by the Compensation Committee, prorated based on the number of days of Executive's employment during such fiscal year divided by the total number of days in such fiscal year, payable at the same time annual bonuses are paid to other similarly situated senior executives of Employer, but in no event later than March 15 of the fiscal year following the fiscal year of termination;
(c) Accelerated Equity Vesting. Accelerated vesting of all then-unvested Restricted Shares (including any Restricted Shares granted pursuant to Section 2.3 or any additional equity awards granted pursuant to Section 2.4 that are subject to time-based vesting) that would have vested during the twelve (12)-month period following the date of termination had Executive remained continuously employed during such period, such accelerated vesting to become effective as of the date of termination (or, if later, the Release Effective Date); and
(d) Health Benefit Continuation. If Executive timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), Employer shall pay the full cost of the premiums for continued coverage under Employer's group health plans (medical, dental, and vision) for Executive and her eligible dependents for the duration of the Severance Period or until Executive becomes eligible for substantially comparable coverage through a subsequent employer's group health plan, whichever occurs first. Executive shall promptly notify Employer upon becoming eligible for such alternative coverage. If Employer's payment of COBRA premiums would violate the nondiscrimination rules applicable to self-insured health plans under the Patient Protection and Affordable Care Act, Employer shall instead pay Executive a taxable monthly cash payment equal to the applicable COBRA premium for such coverage for the applicable period.
The severance benefits described in this Section 5.6 are in lieu of, and not in addition to, any other severance benefits that may be available to Executive under any severance plan, program, or policy of Employer. Executive shall not be required to mitigate damages or seek other employment in order to receive the severance benefits under this Section 5.6, and no compensation received by Executive from any subsequent employer shall reduce or offset the severance benefits payable hereunder (except with respect to the COBRA benefit continuation as expressly provided above).
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, payable within thirty (30) days following the date of termination (or such earlier date as may be required by applicable law);
(b) any Annual Bonus that has been earned but not yet paid with respect to any completed fiscal year ending on or prior to the date of termination, payable at the time annual bonuses are normally paid but in no event later than March 15 of the fiscal year following the fiscal year to which such Annual Bonus relates;
(c) reimbursement of any unreimbursed business expenses properly incurred by Executive prior to the date of termination in accordance with Section 3.3; and
(d) any vested benefits to which Executive is entitled under the terms of Employer's employee benefit plans, programs, and arrangements in accordance with the terms of such plans.
Upon a termination for Cause or a voluntary resignation without Good Reason, all unvested Restricted Shares (and any other unvested equity awards) shall be immediately forfeited and canceled as of the date of termination, without payment of any consideration therefor.
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 on the number of days of Executive's employment during such fiscal year divided by the total number of days in such fiscal year, payable within sixty (60) days following the date of termination;
(c) accelerated vesting of all then-unvested Restricted Shares (and any other unvested equity awards subject to time-based vesting), such accelerated vesting to become effective as of the date of termination; and
(d) if Executive (or her eligible dependents) timely elects COBRA continuation coverage, Employer shall pay the full cost of the premiums for continued coverage under Employer's group health plans (medical, dental, and vision) for a period of twelve (12) months following the date of termination or until Executive (or her eligible dependents) becomes eligible for substantially comparable coverage through another employer's group health plan, whichever occurs first.
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 "Payments") would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payments shall be reduced (but not below zero) to the extent necessary so that no portion of the Payments as so reduced would be subject to the Excise Tax, but only if and to the extent that such reduction would result in Executive retaining a larger amount, on an after-tax basis (taking into account the Excise Tax, federal, state, and local income taxes, and payroll taxes), than if Executive received all of the Payments (the "Best Net" or "Cutback" provision). If a reduction in Payments is required pursuant to this Section 5.9, such reduction shall be made in the following order: (a) first, by reducing any cash severance payments that are exempt from Section 409A of the Code; (b) second, by reducing any other cash payments or benefits that are exempt from Section 409A of the Code (in each case, in reverse chronological order); (c) third, by reducing any payments or benefits that are subject to Section 409A of the Code (in reverse chronological order); and (d) fourth, by reducing any non-cash benefits. Executive shall not be entitled to any tax gross-up payment from Employer with respect to any Excise Tax or any other tax imposed on the Payments.
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), including without limitation matters relating to the Acquisition, the pre-closing operations of NovaMart, and any matters arising during Executive's employment. Executive shall make herself reasonably available for interviews, depositions, hearings, and trial preparation and testimony, at mutually agreeable times and locations, and Employer shall reimburse Executive for all reasonable out-of-pocket expenses incurred in connection with such cooperation. Employer shall use reasonable efforts to minimize any disruption to Executive's business and personal affairs, and any cooperation requested under this Section 5.10 that requires more than de minimis time shall be compensated at a rate of $500 per hour. This Section 5.10 shall survive the termination of Executive's employment and the expiration or termination of this Agreement.
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 non-competition, non-solicitation, confidentiality, or other restrictive covenant agreement with any prior employer or other third party;
(b) Executive is not a party to any non-compete agreement, non-solicitation agreement, or other restrictive covenant with any third party that would prevent, restrict, or impair Executive's ability to perform her duties and responsibilities hereunder;
(c) Executive will not bring to Employer or use in the performance of her duties any confidential or proprietary information, trade secrets, or materials belonging to any prior employer (other than NovaMart, whose information and materials become the property of Employer upon the Closing of the Acquisition) in violation of any obligation of confidentiality or other obligation to such prior employer;
(d) Executive has not entered into, and will not during the Employment Term enter into, any agreement, whether oral or written, that would conflict with or be inconsistent with Executive's obligations under this Agreement; and
(e) all information provided by Executive to Employer in connection with her employment and the negotiation of this Agreement is true, complete, and accurate in all material respects.
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 against Employer in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.
ARTICLE 7: GENERAL PROVISIONS
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 (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
If to Employer:
Cascade Retail Holdings Inc. 4500 Elliott Avenue West, Suite 3200 Seattle, WA 98119
Attention: General Counsel (Elena Vasquez-Bright)
Email: evasquez-bright@cascaderetail.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to Executive:
Priya Narasimhan At her most recent home address on file with Employer's Human Resources Department
Either party may change its or her notice address by providing written notice to the other party in accordance with this Section 7.1.
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 relating to the enforceability of the non-competition provisions of Section 4.1 shall be governed by the law of the state in which enforcement is sought, to the extent required by the mandatory law of such state.
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). Each party hereby irrevocably consents to and submits to the personal jurisdiction and venue of such courts for the purposes of any such action, suit, or proceeding. Each party hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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, between the parties with respect to such subject matter, including without limitation any prior employment agreement, offer letter, or similar arrangement between Executive and NovaMart. For the avoidance of doubt, all prior employment arrangements between Executive and NovaMart relating to Executive's employment, compensation, and benefits shall be superseded in their entirety by this Agreement as of the Effective Date. Nothing in this Agreement shall be construed to supersede or modify Executive's rights or obligations under the Acquisition Agreement (including Executive's right to receive proceeds as a Selling Stockholder), which shall remain in full force and effect in accordance with its terms.
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 other provision. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such party's right to enforce such provision in the future.
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 make it valid and enforceable while preserving the parties' original intent to the maximum extent possible. If such reformation is not possible, the invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.
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 assets of Employer (whether by merger, consolidation, acquisition, reorganization, sale of assets, or otherwise), or to any affiliate of Employer, without the consent of Executive, provided that such successor or affiliate assumes and agrees to perform Employer's obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
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 compensation and benefits provided under this Agreement.
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 upon termination of Executive's employment shall be made only upon a "separation from service" within the meaning of Section 409A (determined applying the default rules under Treasury Regulation Section 1.409A-1(h)).
(b) If Executive is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of Executive's separation from service, any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" within the meaning of Section 409A and that is payable on account of Executive's separation from service shall not be paid or provided until the date that is six (6) months and one (1) day after the date of Executive's separation from service (or, if earlier, the date of Executive's death). Any payments that are delayed pursuant to this Section 7.9(b) shall be accumulated and paid in a lump sum on the first business day following the expiration of such six-month period, together with interest thereon at the applicable federal rate under Section 7872 of the Code.
(c) Each installment payment under this Agreement shall be treated as a separate payment for purposes of Section 409A.
(d) To the extent any reimbursements or in-kind benefits under this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A, (i) all such expenses shall be reimbursed no later than the last day of the calendar year following the calendar year in which Executive incurs such expenses, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year.
In no event shall Employer be liable to Executive for any taxes, interest, or penalties arising under or in connection with Section 409A.
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

EMPLOYMENT AGREEMENT

RECITALS

ARTICLE 2: COMPENSATION

ARTICLE 3: EMPLOYEE BENEFITS

ARTICLE 4: RESTRICTIVE COVENANTS

ARTICLE 5: TERMINATION

ARTICLE 6: REPRESENTATIONS AND WARRANTIES

ARTICLE 7: GENERAL PROVISIONS

Record

Parties

Dates

Amounts