EXHIBIT 10.2.3
__________________ ___, 199__
SECURED LOAN AGREEMENT (WITH RECOURSE)
For the mutual considerations contained herein, Coldwater Creek, Inc.
(hereinafter "Employer") and _____________________ (hereinafter "Employee") do
hereby make the following loan agreement, wherein Employer is making a secured
loan, with recourse, to Employee upon the following terms and conditions:
1. Employer does hereby loan to Employee the cash sum of $____________.
2. This loan shall be all due and payable to Employer on the earlier of
(a) the date ten (10) days before the date that the vested stock
options serving as partial security for this loan expire; or (b)
Ninety (90) days from the date that the Employee's Employment with
Employer terminates for any reason.
3. Employee does hereby grant and pledge to Employer, as security for
this loan, all of the Employee's right, title, and interest in any and
all vested stock options in Coldwater Creek Inc.
4. Interest shall accrue on said loan at a rate equal to the Wall Street
Journal Prime Rate during the term of this loan, and Employee shall
pay accrued interest annually, on the anniversary date of this loan;
provided, however, that so long as Employee is employed by Employer,
the interest rate shall be abated to a rate of three (3) percent per
annum. Employee and Employer understand and acknowledge that the
difference between the loan interest rate and the abated interest rate
is income realized by the Employee.
5. Should Employee become in default of this loan, Employer shall, upon
ten (10) days written notice to Employee, be entitled to take
possession of and realize upon Employee's vested stock option in
Coldwater Creek, and at the discretion of Employer, exercise said
options. Employer may, at its discretion, also waive its security
interest in the vested stock options and pursue collection directly
from the Employee.
6. Employee agrees that this loan is personal to the Employee, and that
Employer is relying upon the financial condition of Employee. Employee
has provided, contemporaneously with this agreement, a financial
statement summarizing the Employee financial position which will be
used to satisfy all or any portion of the loan, and whether or not
Employer exercises discretion to seek re-payment from its security
interest in the options.
7. Employee further acknowledges and agrees that Employee will submit an
updated financial statement each year, upon the anniversary date of
this agreement, as well as any such time as reasonably requested by
Employer. Employee also agrees to pledge any and all of his or her net
assets reflected in said financial statement, as may be reasonably
requested by Employer to secure this obligation. Employee acknowledges
that failure to pledge such assets as security is a separate and
distinct event of default under this loan, which shall enable Employer
to demand payment in full of said loan by Employee, without resorting
the security pledged for this loan.
8. Should Employer, upon default of Employee, be required to collect this
loan, Employee shall be responsible to Employer for all costs,
including reasonable attorney's fees and other expenses, incurred by
Employer in collection hereunder.
_________________________________
Employee
_________________________________
COLDWATER CREEK INC.
Xxxxxx X. Xxxxx
