Exhibit 10.13


 


DANIEL GRIESEMER


EMPLOYMENT AGREEMENT, AS AMENDED AND RESTATED


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is dated as of May 29,
2007, and amended and restated December 23, 2008 by and between Coldwater
Creek Inc., a Delaware corporation (the “Company”), and
Daniel Griesemer (the “Executive”).


 


WHEREAS, the Company desires
to employ the Executive as its President and Chief Executive Officer and the
Executive desires to accept such employment, on the terms set forth below.


 


Accordingly, the parties
hereto agree as follows:


 


1.                                       Term.  The Company hereby employs the Executive, and
the Executive hereby accepts such employment for an initial term commencing as
of the date hereof and ending May 29, 2010, unless sooner terminated in
accordance with the provisions of Section 4 or Section 5, and which
shall automatically renew for an additional one year term unless six months
advance notice is given of non-renewal (the period during which the Executive
is employed hereunder being hereinafter referred to as the “Term”).


 


2.                                       Duties.  The Executive, in his capacity as President
and Chief Executive Officer shall faithfully perform for the Company the duties
of said office and shall perform such other duties of an executive, managerial
or administrative nature as shall be specified and designated from time to time
by the Chief Executive Officer or board of directors or similar governing body
of the Company (the “Board”)
(including the performance of services for, and serving on the Board of
Directors of, any subsidiary or affiliate of the Company without any additional
compensation).  The Executive will be
based at the Company’s headquarters, presently located in Sandpoint,
Idaho.  The Executive shall devote
substantially all of the Executive’s business time and effort to the
performance of the Executive’s duties hereunder, provided that in no event
shall this sentence prohibit the Executive from performing personal and
charitable activities and any other activities approved by the Chief Executive
Officer or the Board, so long as such activities do not materially and
adversely interfere with the Executive’s duties for the Company.


 


3.                                       Compensation.


 


3.1                                 Salary.  The Company shall pay the Executive during
the Term a base salary at the rate of $725,000 per annum (the “Annual Salary”), payable semi-monthly and subject to regular
deductions and withholdings as required by law. 
The Annual Salary may be increased annually by an amount as may be
approved by the Board or the Compensation Committee of the Board of Directors
(the “Compensation Committee”), and, upon
such 


 

















 


increase, the increased amount shall thereafter be deemed to be the
Annual Salary for purposes of this Agreement.


 


3.2                                 Bonus.  The Executive will be entitled to such
bonuses as may be authorized by the Board. 
The Executive’s target bonus amount, when expressed as a percentage of
Annual Salary, will be no less than the target amount that was applicable for
fiscal year 2007, provided, however, that Executive’s Annual Bonus, if any, may
be below, at, or above the target based upon the achievement of individual and
objective Company annual performance criteria established by the Compensation
Committee.  Any Annual Bonus payable to
the Executive hereunder shall be paid no later than 2 1⁄2 months of the fiscal
year following the fiscal year with respect to which the bonus is earned.


 


3.3                                 Equity-Based Awards.   The Executive may from time to time be
awarded such restricted stock units, stock options or other equity-based awards
as the Board or the Compensation Committee determines to be appropriate.


 


3.4                                 Benefits – In
General.  The Executive shall be
permitted during the Term to participate in any group life, hospitalization or
disability insurance plans, health programs, pension and profit sharing plans,
supplemental executive retirement plan and similar benefits that may be
available to other senior executives of the Company generally, on the same
terms as may be applicable to such other executives, in each case to the extent
that the Executive is eligible under the terms of such plans or programs.


 


3.5                                 Personal Days.  During the Term, the Executive shall be
entitled to the number of personal days per year as may be prescribed from time
to time pursuant to the Company’s human resources policies.


 


3.6                                 Expenses.  The Company shall pay or reimburse the
Executive for all ordinary and reasonable out-of-pocket expenses actually
incurred (and, in the case of reimbursement, paid) by the Executive during the
Term in the performance of the Executive’s services under this Agreement,
provided that the Executive submits such expenses in accordance with the
policies applicable to senior executives of the Company generally.


 


4.                                       Termination
upon Death or Disability.  If
the Executive dies during the Term, the obligations of the Company to or with
respect to the Executive shall terminate in their entirety except as otherwise
provided under this Section 4.  If
the Executive becomes eligible for disability benefits under the Company’s
long-term disability plans and arrangements (or, if none apply, would have been
so eligible under the most recent plan or arrangement), the Company shall have
the right, to the extent permitted by law, to terminate the employment of the
Executive upon notice in writing to the Executive and such termination in and
of itself shall not be, nor shall it be deemed to be, a breach of this
Agreement; provided that, the Company will have no right to terminate the
Executive’s employment if, in the opinion of a qualified physician reasonably
acceptable to the Company, it is reasonably certain that the Executive will be
able to 


 


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resume the Executive’s duties on a regular full-time basis within 90
days of the date the Executive receives notice of such termination.


 


Upon death of the Executive or upon termination of
the Executive’s employment by virtue of disability the Executive (or the
Executive’s estate or beneficiaries in the case of the death of the Executive)
shall have no right to receive any compensation or benefit under this Agreement
on and after the Effective Date of the Termination (as defined below in this Section 4)
other than the Annual Salary earned and accrued under this Agreement prior to
the Effective Date of the Termination, a pro-rata bonus for the year of
termination based on the target and portion of year completed, and other
benefits, including payment for accrued but unused vacation, earned and accrued
under this Agreement prior to the Effective Date of the Termination (and
reimbursement under this Agreement for expenses incurred but not paid prior to
the Effective Date of the Termination). 
In the event of termination by virtue of disability, in addition to the
foregoing, the Executive will also be entitled to monthly cash payments equal
to one twelfth (1/12th) of the Executive’s Annual Salary in effect on the day
of termination for a period of eighteen (18) months. This Agreement shall
otherwise terminate upon the Effective Date of the Termination and there shall
be no further rights with respect to the Executive hereunder (except as
provided in Section 7.13).  For
purposes of this Section 4, the “Effective Date of the
Termination” shall mean the date of death or the date on which a
notice of termination by virtue of disability is given by the Company or any
later date set forth in such notice of termination.


 


For the avoidance of doubt, the Executive
acknowledges and agrees that the payments set forth in this Section 4
constitute liquidated damages for termination of his employment during the Term
upon his death or by virtue of his disability.


 


5.                                       Other
Terminations of Employment.


 


5.1                                 Termination for
Cause; Termination of Employment by the Executive Without Good Reason.


 


(a)                                  For purposes of this
Agreement, “Cause” shall mean:


 


(i)                                     the Executive’s commission
of any felony;


 


(ii)                                  the Executive’s commission
of an act of fraud, theft or dishonesty;


 


(iii)                               the continuing failure or
habitual neglect by the Executive to perform the Executive’s duties hereunder;


 


(iv)                              any material
violation of Company policy, including without limitation, the Company’s
Corporate Standards of Conduct;


 


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(v)                                 any material
violation by the Executive of Section 6 below; or


 


(vi)                              the Executive’s
material breach of this Agreement.


 


Notwithstanding
the foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Cause under clause (iii), (iv), (v) or (vi) above,
the Executive shall have 30 days from the date written notice is given by the
Company of such event or condition to cure such event or condition and, if the
Executive does so, such event or condition shall not constitute Cause
hereunder.


 


(b)                                 For purposes of this
Agreement, “Good Reason” shall mean, unless
otherwise consented to by the Executive:


 


(i)                                     the material reduction of
the Executive’s authority, duties and responsibilities, or the assignment to
the Executive of duties materially and adversely inconsistent with the
Executive’s position or positions with the Company and its subsidiaries;


 


(ii)                                  a material reduction in
Annual Salary of the Executive except in connection with a reduction in
compensation generally applicable to senior management employees of the
Company;


 


(iii)                               a requirement
by the Company that the Executive’s work location be moved more than 50 miles
from the Company’s principal place of business in Sandpoint, Idaho; or


 


(iv)                              the Company’s
material and willful breach of this Agreement.


 


Notwithstanding
the foregoing, if there exists (without regard to this sentence) an event or
condition that constitutes Good Reason, the Company shall have thirty (30) days
from the date on which the Executive gives the written notice thereof to cure
such event or condition (such notice from the Executive to be given within
ninety (90) days from the date the event or condition first occurs) and, if the
Company does so, such event or condition shall not constitute Good Reason
hereunder.  Further, an event or
condition shall cease to constitute Good Reason one hundred twenty (120) days
after the event or condition first occurs.


 


(c)                                  The Company may terminate
the Executive’s employment for Cause and such termination in and of itself
shall not be, nor shall it be deemed to be, a breach of this Agreement.  If the Company terminates the Executive for
Cause, (i) the Executive shall have no right to receive any compensation
or benefit under this Agreement on and after the Effective Date of the
Termination (as defined below in this Section 5.1(c)) other than Annual
Salary and other benefits, including payment for accrued but unused vacation
(but excluding any bonuses) 


 


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earned and accrued under this Agreement prior to the Effective Date of
the Termination (and reimbursement under this Agreement for expenses incurred
but not paid prior to the Effective Date of the Termination), (ii) the
provisions of Section 5.3 shall apply and (iii) this Agreement shall
otherwise terminate upon the Effective Date of the Termination and the
Executive shall have no further rights hereunder (except as provided in Section 7.13).  For purposes of this Section 5.1(c), the
“Effective Date of the Termination”
shall mean the date on which a notice of termination is given by the Company or
any later date set forth in such notice of termination.


 


(d)                                 The Executive may terminate
his employment without Good Reason.  If
the Executive terminates the Executive’s employment with the Company without
Good Reason: (i) the Executive shall have no right to receive any
compensation or benefit under this Agreement on and after the Effective Date of
the Termination (as defined below in this Section 5.1(d)) other than
Annual Salary and other benefits, including payment for accrued but unused
vacation (but excluding any bonuses) earned and accrued under this Agreement
prior to the Effective Date of the Termination (and reimbursement under this
Agreement for expenses incurred but not paid prior to the Effective Date of the
Termination), (ii) the provisions of Section 5.3 shall apply and (iii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and the Executive shall have no further rights hereunder (except as provided in
Section 7.13).  For purposes of this
Section 5.1(d), the “Effective Date of the
Termination” shall mean the date on which a notice of termination is
given by the Executive or any later date set forth in such notice of
termination.


 


(e)                                  In the event the Executive
or the Company elects not to renew this Agreement pursuant to Section 1
above, (i) the Executive shall have no right to receive any compensation
or benefit under this Agreement on and after the Effective Date of the
Termination (as defined below in this Section 5.1(e)) other than Annual Salary
earned and accrued under this Agreement prior to the Effective Date of the
Termination, any bonus for any prior years not yet paid, any bonus earned with
respect to the calendar year in which the Effective Date of Termination
occurred, and other benefits, including payment for accrued but unused vacation,
earned and accrued under this Agreement prior to the Effective Date of the
Termination (and reimbursement under this Agreement for expenses incurred but
not paid prior to the Effective Date of the Termination) and (ii) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and there shall be no further rights with respect to the Executive hereunder
(except as provided in Section 7.13). 
For purposes of this Section 5.1(e), the “Effective
Date of the Termination” shall mean the date on which a notice of
non-renewal is given by the Executive or the Company, as applicable, or any
later date set forth in such notice of non-renewal.


 


5.2                                 Termination
Without Cause; Termination for Good Reason.  The Company may terminate the Executive’s
employment at any time without Cause, for any reason or no reason, and the
Executive may terminate the Executive’s employment with the Company for Good
Reason.  If the Company or the Executive
terminates the Executive’s employment and such termination is not described in Section 4
or Section 5.1, (i) the Executive shall have no right 


 


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to
receive any compensation or benefit hereunder on and after the Effective Date
of the Termination (as defined below in this Section 5.2) other than
Annual Salary earned and accrued under this Agreement prior to the Effective
Date of the Termination, any bonus for the prior year not yet paid, a pro rata
bonus for any pending bonus periods in the current year (and
if such Effective Date of Termination is after May 29, 2010, the pro rata
bonus with respect to any pending bonus period shall be paid only to the extent the performance
goals for such pending bonus period are subsequently determined to have been
achieved) and other benefits, including payment for accrued but unused
vacation, earned and accrued under this Agreement prior to the Effective Date
of the Termination (and reimbursement under this Agreement for expenses
incurred but not paid prior to the Effective Date of the Termination), (ii) the
Executive shall receive a cash payment equal to the Severance Payment (as
defined below in this Section 5.2) payable no later than 30 days after the
Effective Date of the Termination, (iii) all unvested equity awards held
by the Executive shall fully vest, provided, however, that if the equity awards
are subject to performance vesting requirements  and
such Effective Date of Termination is after May 29, 2010, such vesting
will only occur to the extent the performance goals for any pending bonus
period are subsequently determined to have been achieved, (iv) the
Executive shall receive accelerated full vesting of Executive’s supplemental
executive retirement plan and payment in accordance with its terms, (v) the
Executive shall continue to receive health benefits for eighteen (18)
months and (vi) this Agreement shall otherwise terminate upon the
Effective Date of the Termination and the Executive shall have no further
rights hereunder (except as provided in Section 7.13).  Notwithstanding the foregoing sentence, if
the Company terminates Executive’s employment without Cause or Executive
terminates employment for Good Reason on or within 12 months after a Change in
Control, the Executive shall have no right to receive any compensation or benefit
hereunder on and after the Effective Date of the Termination (as defined below
in this Section 5.2) other than (i) the Executive shall receive his
Annual Salary earned and accrued under this Agreement prior to the Effective
Date of the Termination, any bonus for the prior year not yet paid, a pro rata
bonus (at target level) for any pending bonus periods in the current year and
other benefits, including payment for accrued but unused vacation, earned and
accrued under this Agreement prior to the Effective Date of the Termination
(and reimbursement under this Agreement for expenses incurred but not paid
prior to the Effective Date of the Termination), (ii) the Executive shall
receive the applicable Severance Payment, payable no later than 30 days after
the Effective Date of the Termination (iii) the Executive shall receive
continuation of health benefits for eighteen (18) months, (iv) all
unvested equity awards held by the Executive shall fully vest, (v) the
Executive shall receive accelerated full vesting of Executive’s supplemental
executive retirement plan and payment in accordance with its terms, and (vi) this
Agreement shall otherwise terminate upon the Effective Date of the Termination
and the Executive shall have no further rights hereunder (except as provided in
Section 7.13).  The “Severance Payment” means one and one-half (1 1/2) times the
Executive’s Annual Salary and annual bonus at target level in effect on the day
of termination, provided that, if the Effective Date of Termination is after May 29,
2010 the Severance Payment will be two and one-half (2 1/2) times the Executive’s
Annual Salary; and provided further that, if the Effective Date of Termination
is within 365 days following the occurrence of a Change in Control pursuant to
the Company’s termination without Cause or the Executive’s termination for Good
Reason (as 


 


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defined
above in Section 5.1(b)), the Severance Payment means two and one-half (2
1/2) times Executive’s Annual Salary plus annual bonus at target level in
effect on the day of termination.  For purposes of this Section 5.2,
(i) the “Effective Date of the Termination”
shall mean the date of termination specified in the Company’s or the Executive’s
notice of termination, as applicable, and (ii) a “Change in
Control” shall mean: (a) the acquisition directly or indirectly
by any person or related group of persons (other than the Company or a person
that directly or indirectly controls, is controlled by, or is under common
control with, the Company prior to the transaction) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of
the Company’s outstanding securities; (b) a change in the composition of
the Board over a period of thirty-six (36) consecutive months or less such
that a majority of the Board members ceases, by reason of one or more contested
elections for Board membership, to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period by
at least a majority of the Board members described in clause (A) who
were still in office at the time such election or nomination was approved by
the Board; or (c) a sale of all or substantially all of the assets of the
Company to another person or entity (other than a person or entity that
directly or indirectly controls, is controlled by, or is under common control
with, the Company prior to the transaction).


 


5.3                                 Nature of
Payments.  For the
avoidance of doubt, the Executive acknowledges and agrees that the Company’s
payment obligations set forth in this Section 5 constitute liquidated damages
for termination of the Executive’s employment during the Term.


 


6.                                       Noncompetition.


 


6.1                                 Noncompetition.  The Executive agrees with the Company that,
during the Term of this Agreement and for eighteen (18) months thereafter (the “Non-Competition  Restriction Period”),
the Executive will not, directly or indirectly (whether as an officer,
director, employee, consultant, agent, advisor, stockholder, partner, joint
venturer, proprietor or otherwise) engage, be engaged by or otherwise become
interested in any direct competitor of the Company or any of its subsidiaries
(or any of their successors), as the Company’s business is conducted or
contemplated to be conducted during his period of employment with the Company.


 


6.2                                 Reasonable and
Necessary Restrictions.  The
Executive acknowledges that the restrictions, prohibitions and other provisions
hereof, including, without limitation the Restriction Period, are reasonable,
fair and equitable in terms of duration, scope and geographic area, are
necessary to protect the legitimate business interests of the Company and are a
material inducement to the Company to enter into this Agreement.


 


6.3                                 Forfeiture of
Severance Payments.  In the
event the Executive breaches any provision of Section 6.1 or the Coldwater
Creek Inc.  Confidentiality and
Intellectual Property Agreement and Agreement for Non-Solicitation or
Recruitment, in addition to any other remedies that the Company may have at law
or in equity, the Executive shall promptly reimburse 


 


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the
Company for any Severance Payments received from, or payable by, the
Company.  In addition, the Company shall
be entitled in its sole discretion to offset all or any portion of the amount
of any unpaid reimbursements against any amount owed by the Company to the
Executive.


 


7.                                       Other
Provisions.


 


7.1                                 Specific
Performance.  The
Executive acknowledges that the obligations undertaken by such Executive
pursuant to Section 6 of this Agreement are unique and that the Company
likely will have no adequate remedy at law if the Executive shall fail to
perform any of such Executive’s obligations hereunder, and the Executive
therefore confirms that the Company’s right to specific performance of the
terms of Section 6 of this Agreement is essential to protect the rights
and interests of the Company. 
Accordingly, in addition to any other remedies that the Company may have
at law or in equity, the Company shall have the right to have all obligations,
covenants, agreements and other provisions of Section 6 of this Agreement
specifically performed by the Executive, and the Company shall have the right
to obtain preliminary and permanent injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement by
the Executive.  The Executive hereby
acknowledges and warrants that he will be fully able to earn a livelihood for
himself and his dependents if these covenants are specifically enforced against
him.  The Executive hereby further
acknowledges and agrees that the Company shall not be required to post bond as
a condition to obtaining or exercising such remedies, and the Executive hereby
waives any such requirement or condition.


 


7.2                                 Severability.  The Executive acknowledges and agrees that
the Executive has had an opportunity to seek advice of counsel in connection
with this Agreement.  If it is determined
that any of the provisions of this Agreement, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not
thereby be affected and shall be given full affect, without regard to the
invalid portions.


 


7.3                                 Attorneys’ Fees.  In the event of any legal proceeding relating
to this Agreement or any term or provision thereof, the losing party shall be
responsible to pay or reimburse the prevailing party for all reasonable
attorneys’ fees incurred by the prevailing party in connection with such
proceeding.


 


7.4                                 Notices.  All notices, requests, demands, claims, and
other communications hereunder shall be in writing.  Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly delivered (i) two business
days after it is sent by registered or certified mail, return receipt
requested, postage prepaid, (ii) when received if it is sent by facsimile
communication during normal business hours on a business day or one business
day after it is sent by facsimile and received if sent other than during
business hours on a business day, (iii) one business day after it is sent
via a reputable overnight courier service, charges prepaid, or (iv) when
received if it is delivered by hand, in each case to the intended recipient as
set forth below:


 


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(i)                                     if to the Executive, to the address set
forth in the records of the Company; and


 


(ii)                                  if to the
Company,


 


Coldwater
Creek Inc.


One
Coldwater Creek Drive


Sandpoint,
Idaho 83864


Attention:  Chief Executive Officer


Facsimile:  [                               ]


 


Any
such person may by notice given in accordance with this Section to the
other parties hereto designate another address or person for receipt by such
person of notices hereunder.


 


7.5                                 Entire
Agreement.  This
Agreement, and the Coldwater Creek Inc. 
Confidentiality and Intellectual Property Agreement and Agreement for
Non-Solicitation or Recruitment, along with all equity grants to Executive,
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, with the
Company or its subsidiaries (or any predecessor of either).


 


7.6                                 Waivers and
Amendments.  This
Agreement may be amended, superseded, canceled, renewed or extended, and the
terms hereof may be waived, only by a written instrument signed by the parties
or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any such right, power
or privilege nor any single or partial exercise of any such right, power or
privilege, preclude any other or further exercise thereof or the exercise of
any other such right, power or privilege.


 


7.7                                 GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IDAHO WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.


 


7.8                                 Assignment.  This Agreement, and the Executive’s rights
and obligations hereunder, may not be assigned by the Executive; any purported
assignment by the Executive in violation hereof shall be null and void.  In the event of any Change in Control, the
Company may assign this Agreement and its rights hereunder.


 


7.9                                 Withholding.  The Company shall be entitled to withhold
from any payments or deemed payments any amount of withholding required by
law.  No other taxes, fees, impositions,
duties or other charges or offsets of any kind shall be deducted or withheld
from amounts payable hereunder, unless otherwise required by law.


 


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7.10                           No Duty to
Mitigate.  The
Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise, nor will any payments hereunder be subject to offset in the event
the Executive does mitigate.


 


7.11                           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, permitted
assigns, heirs, executors and legal representatives.


 


7.12                           Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original but all such counterparts together shall constitute one
and the same instrument.  Each
counterpart may consist of two copies hereof each signed by one of the parties
hereto.


 


7.13                           Survival.  Anything contained in this Agreement to the
contrary notwithstanding, the provisions of Sections 4 through 6 (to the extent
necessary to effectuate the post-termination obligations set forth therein) and
of Section 7 shall survive termination of this Agreement and any
termination of the Executive’s employment hereunder.


 


7.14                           Existing
Agreements.  The
Executive represents to the Company that the Executive is not subject or a party
to any employment or consulting agreement, non-competition covenant or other
agreement, covenant or understanding which might prohibit the Executive from
executing this Agreement or limit the Executive’s ability to fulfill the
Executive’s responsibilities hereunder.


 


7.15                           Headings.  The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.


 


7.16                           Section 409A of the Internal Revenue
Code.


 


(a)                                  Anything in this Agreement to the
contrary notwithstanding, if (A) on the date of termination of Executive’s
employment with the Company or a Subsidiary, any of the Company’s stock is
publicly traded on an established securities market or otherwise (within the
meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as
amended (the “Code”)) and (B) as a result of such termination, the
Executive would receive any payment that, absent the application of this Section 7.16,
would be subject to interest and additional tax imposed pursuant to Section 409A(a) of
the Code as a result of the application of Section 409A(a)(2)(B)(i) of
the Code, then no such payment shall be payable prior to the date that is the
earliest of (1) 6 months after the Executive’s termination date, (2) the
Executive’s death or (3) such other date as will cause such payment not to
be subject to such interest and additional tax.


 


(b)                                 It is the intention of the parties that
payments or benefits payable under this Agreement not be subject to the
additional tax imposed pursuant to Section 409A of the Code (“409A”).  To the extent such potential payments or
benefits could become subject to such 


 


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Section, the parties shall cooperate to amend this Agreement with the
goal of giving the Executive the economic benefits described herein in a manner
that does not result in such tax being imposed.


 


(c)           Except
as otherwise provided under this Agreement, all reimbursements to the Executive
shall be paid as promptly as practical and in any event not later than the last
day of the calendar year in which the expenses are incurred, and the amount of
the expenses eligible for reimbursement during any calendar year will not
affect the amount of expenses eligible for reimbursement in any other calendar
year.  With respect to payments under
this Agreement, for purposes of 409A, each severance payment and COBRA
continuation reimbursement payment will be considered one of a series of
separate payments, and the Executive’s termination date will be treated as the
Executive’s separation from service as defined under 409A.


 


(d)           Amounts
payable under this Agreement following the Executive’s termination of
employment, other than those expressly payable on a deferred or installment
basis, will be paid as promptly as practical after such a termination of
employment and, in any event, within 2 1⁄2 months after the end of the year in
which employment terminates.


 


7.17   Parachute
Provisions.  In the event Executive becomes entitled to
any amount of benefits payable in connection with a change in control (whether
or not such amounts are payable pursuant to this Agreement) (the “Change in
Control Payments”) and Executive’s receipt of such Change in Control Payments
would cause Executive to become subject to the excise tax (the “Excise Tax”)
imposed under Section 4999 of the Code (or any similar federal, state, or
local tax that may hereafter be imposed), the Company shall reduce the Change
in Control Payments to the extent necessary to avoid the application of the
Excise Tax if, as a result of such reduction, the net benefits to Executive of
the Change in Control Payments as so reduced (after payment of applicable
income taxes) exceeds the net benefit to Executive of the Change in Control
Payments without such reduction (after payment of applicable income taxes and
excise taxes).  Unless
Executive shall have given prior written notice specifying a different order to
the Company to effectuate the foregoing, the Company shall reduce the Change in
Control Payments by first reducing the portion of the Change in Control
Payments which are not payable in cash and then by reducing or eliminating cash
payments, in each case in reverse order beginning with payments or benefits
which are to be paid the farthest in time from the change in control.  Any notice given by the Executive pursuant to
the preceding sentence shall take precedence over the provisions of any other
plan, arrangement or agreement governing the Executive’s rights and
entitlements to any benefits or compensation. 
The determination that Executive’s Change in Control Payments
would cause him to become subject to the Excise Tax and the calculation of the
amount of any reduction, shall be made, at the Company’s discretion, by the
Company’s outside auditing firm or by a nationally-recognized accounting or
benefits consulting firm designated by the Company prior to a change in
control.  The firm’s expenses shall be
paid by the Company.


 


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7.18                           Certain Definitions.  For purposes of this Agreement:


 


(a)                                  an “affiliate” of any person
means another person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such first person, and includes subsidiaries.


 


(b)                                 A “business day” means the
period from 9:00 am to 5:00 pm on any weekday that is not a banking holiday in
New York City, New York.


 


(c)                                  A “person” means an
individual, corporation, limited liability company, partnership, association,
trust or any other entity or organization, including any court, administrative
agency or commission or other governmental authority.


 


(d)                                 A “subsidiary”
of any person means another person, an amount of the voting securities, other
voting ownership or voting partnership interests of which is sufficient to
elect at least a majority of its board of directors or other governing body
(or, if there are no such voting interests or no board of directors or other
governing body, 50% or more of the equity interests of which) is owned directly
or indirectly by such first person.


 


IN WITNESS WHEREOF, the
parties hereto have signed their names as of the day and year first above
written.


 


	
   

  	
  COLDWATER
  CREEK INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Timothy
  Martin

  
	
   

  	
  Name:

  	
  Timothy Martin

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/
  Daniel Griesemer

  	
   

  
	
   

  	
  DANIEL
  GRIESEMER

  	
   

  
				



 


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