COLDWATER CREEK, INC.
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan (the
"ESPP") effective with the Entry Date specified below, and I hereby subscribe to
purchase shares of Common Stock of Coldwater Creek, Inc. (the "Corporation") in
accordance with the provisions of this Agreement and the ESPP. I hereby
authorize payroll deductions from each of my paychecks following my entry into
the ESPP in the 1% multiple of my base salary (not to exceed a maximum of 15%)
specified in my attached Enrollment Form.
Each offering period under the ESPP is divided into a series of successive
purchase intervals. The initial purchase interval is to begin on July 1, 1997
and end on March 31, 1998. Subsequent purchase intervals will each be of six
(6) months duration and will run from the first business day of April to the
last business day of September each year and from the first business day of
October each year until the last business day of March in the following year.
My participation will automatically remain in effect from one offering period to
the next in accordance with this Agreement and my payroll deduction
authorization, unless I withdraw from the ESPP or change the rate of my payroll
deduction or unless my employment status changes. I may reduce the rate of my
payroll deductions on one occasion per purchase interval, and I may increase my
rate of payroll deduction to become effective at the beginning of any subsequent
purchase interval within the offering period.
My payroll deductions will be accumulated for the purchase of shares of the
Corporation's Common Stock on the last business day of each purchase interval
within the offering period. The purchase price per share shall be equal to 85%
of the LOWER of (i) the fair market value per share of Common Stock on my entry
date into the offering period or (ii) the fair market value per share on the
semi-annual purchase date. I will also be subject to ESPP restrictions (i)
limiting the maximum number of shares which I may purchase on any one purchase
date to 1,000 shares and (ii) prohibiting me from purchasing more than $25,000
worth of Common Stock for each calendar year my purchase right remains
outstanding.
I may withdraw from the ESPP at any time prior to the last business day of
a purchase interval and elect either to have the Corporation refund all my
payroll deductions for that purchase interval or to have those payroll
deductions applied to the purchase of shares of the Corporation's Common Stock
at the end of such interval. However, I may not rejoin that particular offering
period at any later date. Upon the termination of my employment for any reason,
including death or disability, or my loss of eligible employee status, my
participation in the ESPP will immediately cease and all my payroll deductions
for the purchase interval in which my employment terminates or my loss of
eligibility occurs will automatically be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of that purchase interval. Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the end of
each purchase interval will automatically be deposited into a brokerage account
which the Corporation will open on my behalf. I will notify the Corporation of
any sale or disposition of my ESPP shares, and I will satisfy all applicable
income and employment tax withholding requirements at the time of such sale or
disposition.
The Corporation has the right, exercisable in its sole discretion, to amend
or terminate the ESPP at any time, with such amendment or termination to become
effective immediately following the exercise of outstanding purchase rights at
the end of any current purchase interval. Should the Corporation elect to
terminate the ESPP, I will have no further rights to purchase shares of Common
Stock pursuant to this Agreement.
I have received a copy of the official Plan Prospectus summarizing the
major features of the ESPP. I have read this Agreement and the Prospectus and
hereby agree to be bound by the terms of both this Agreement and the ESPP. The
effectiveness of this Agreement is dependent upon my eligibility to participate
in the ESPP.
Date: ____________, 199__ ___________________________________
Signature of Employee
Printed Name: _____________________
Entry Date: _____________, 199__
