Cache Inc Sample Contracts

Cache Inc – CHANGE IN CONTROL AGREEMENT (November 12th, 2014)

This Change in Control Agreement (“Agreement”) between Cache, Inc., a Delaware corporation, and Anthony DiPippa (“Executive”), is made as of the 7th day of November, 2014 (the “Effective Date”).

Cache Inc – CREDIT AGREEMENT Dated as of September 19, 2014 among CACHE, INC., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein SALUS CAPITAL PARTNERS, LLC as Administrative Agent and Collateral Agent, and The Lenders Party Hereto (September 25th, 2014)
Cache Inc – CACHE, INC. 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENT (May 30th, 2014)

Cache, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to B. Riley & Co., LLC (the “Underwriter”), pursuant to the terms of this Underwriting Agreement (this “Agreement”), an aggregate of 8,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company.  In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriter the option to purchase from the Company up to an additional 1,200,000 shares of Common Stock (the “Additional Shares”).  The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”  The Shares are described in the Prospectus referred to below.

Cache Inc – CACHE, INC. (Incorporated under the laws of the State of Delaware) NON- TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non-Transferable Subscription Rights, each to purchase Shares of Common Stock of Cache, Inc. Subscription Price: $2.00 per Share of Common Stock THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MAY 22, 2014, UNLESS EXTENDED BY THE COMPANY. REGISTERED OWNER: NUMBER OF RIGHTS: (May 7th, 2014)

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the holder thereof to purchase one share of common stock, with a par value of $0.01 per share (the “Common Stock”), of Cache, Inc. a Delaware corporation (the “Company”), at a subscription price of $2.00 per share (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus. If a holder of Rights exercises its Basic Subscription Right in full and other holders of Rights do not fully exercise their Basic Subscription Right, on the terms and subject to the conditions set forth in the Prospectus, such holder may also exercise an over-subscription right (the “Over-Subscription Right”) to purchase additional shares of Common Stock that remain after unsubscribed as a result of any unexercised Rights. The

Cache Inc – FORM OF RESTATED RESTRICTED STOCK AWARD AGREEMENT (March 25th, 2014)

THIS RESTATED RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made effective as of the [   ] day of [         ], 20[  ], between Cache, Inc. (hereinafter called the “Company”), and [                                                                           ] (hereinafter called the “Participant”).  The Company and the Participant agree that this Agreement shall restate and supersede the Restricted Stock Award Agreement dated [    ] day of [                    ] (the “Date of Grant”) in its entirety and that such agreement is void and of no force or effect.

Cache Inc – JOINDER AND ASSUMPTION AGREEMENT (August 15th, 2013)

WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with offices at One Boston Place, 19th Floor, Boston, Massachusetts 02108, as administrative agent and collateral agent (in such capacities, the “Agent”) for the lenders party to the Credit Agreement described below;

Cache Inc – AGREEMENT AND PLAN OF MERGER BETWEEN CACHE, INC., A FLORIDA CORPORATION AND CACHE, INC., A DELAWARE CORPORATION (August 15th, 2013)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 14th, 2013 is made by and between Cache, Inc., a Florida corporation (the “Company”), and Cache, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”).

Cache Inc – CACHE, INC. 2013 STOCK INCENTIVE PLAN (August 15th, 2013)
Cache Inc – BY-LAWS OF CACHE, INC. A Delaware Corporation (August 15th, 2013)
Cache Inc – CERTIFICATE OF INCORPORATION OF CACHE, INC. (August 15th, 2013)

The undersigned, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware hereby certifies that:

Cache Inc – FORM OF INDEMNIFICATION AGREEMENT (August 15th, 2013)

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

Cache Inc – CREDIT AGREEMENT Dated as of July 25, 2013 among Cache, Inc., as the Lead Borrower For The Borrowers Named Herein The Guarantors Named Herein WELLS FARGO BANK, NATIONAL ASSOCIATION as Agent and L/C Issuer and The Lenders Party Hereto (July 30th, 2013)

The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein.

Cache Inc – RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED April ( ), 2013 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM LAUREL HILL ADVISORY GROUP, LLC, THE INFORMATION AGENT. CACHE, INC. (Incorporated under the laws of the State of Florida) TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Rights Cusip 127150 12 6 Evidencing Transferable Subscription Rights, each to Purchase Shares of Common Stock of Cache, Inc. Subscription Price: $1.65 per Share TH (April 2nd, 2013)
Cache Inc – CACHE, INC INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA NEW COMMON STOCK THIS CERTIFIES THAT— SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 127150 30 8 is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, OF THE PAR VALUE OF $.01 EACH, OF CACHE, INC. (hereinafter called the “Corporation” ), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subieof (to all the provisions of the Certi (April 2nd, 2013)
Cache Inc – FORM OF RESTRICTED STOCK AWARD AGREEMENT (March 12th, 2013)

THIS AGREEMENT (the “Agreement”), is made, effective as of the      day of           , 2011 (the “Date of Grant”), between Cache, Inc. (hereinafter called the “Company”), and                      (hereinafter called the “Participant”).

Cache Inc – AMENDMENT NO. 1 to INVESTMENT AGREEMENT (March 12th, 2013)

This AMENDMENT NO. 1 TO INVESTMENT AGREEMENT (this “Amendment”), dated as of March 12, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis” and, together with MFP and Mill Road, each an “Investor” and, collectively, the “Investors”) to the Investment Agreement, dated as of February 5, 2013 (the “Agreement”), made by and among Cache and each of the Investors.  Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Agreement.

Cache Inc – FORM OF INDEMNIFICATION AGREEMENT (March 12th, 2013)

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

Cache Inc – Cache, Inc. 1440 Broadway New York, New York 10018 February 5, 2013 (February 8th, 2013)

Reference is made to that certain Investment Agreement, dated as of the date hereof (the “Investment Agreement”), among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis”, and, together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”).  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Agreement.

Cache Inc – Amendment to Bylaws (February 8th, 2013)

Section 607.0902 of the Florida Business Corporation Act shall not apply to any control-share acquisitions of shares of the corporation.  Terms used in this by-law and not otherwise defined in the by-laws shall have the meaning set forth in Section 607.0902 of the Florida Business Corporation Act.

Cache Inc – CACHE, INC. NONQUALIFIED STOCK OPTION AGREEMENT (February 8th, 2013)

THIS AGREEMENT (the “Agreement”) is made effective as of February 5, 2013, (the “Grant Date”), between Cache, Inc. a Florida corporation (the “Company”), and Jay Margolis (the “Executive”):

Cache Inc – EMPLOYMENT AGREEMENT (February 8th, 2013)

This Employment Agreement (“Agreement”) is made and entered into as of the 5th day of February, 2013 (the “Effective Date”) between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Jay Margolis (“Margolis” or “Executive”).

Cache Inc – VOTING AGREEMENT (February 8th, 2013)

This VOTING AGREEMENT (this “Agreement”), dated as of February 5, 2013, is by and among Cache, Inc., a Florida corporation (the “Corporation”), MFP Partners, L.P., a Delaware limited partnership (“MFP”) and Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”).  Each of MFP and Mill Road are referred to individually as a “Stockholder” and collectively as the “Stockholders.”

Cache Inc – INVESTMENT AGREEMENT (February 8th, 2013)

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of February 5, 2013, is made by and among Cache, Inc., a Florida corporation (the “Company”), MFP Partners, L.P., a Delaware limited partnership (“MFP”), Mill Road Capital, L.P., a Delaware limited partnership (“Mill Road”), and Jay Margolis, an individual resident of the State of New York (“Margolis” together with MFP and Mill Road, each an “Investor” and collectively, the “Investors”).

Cache Inc – SEPARATION AND GENERAL RELEASE AGREEMENT (February 8th, 2013)

This Separation and General Release Agreement (the “Agreement”) is made by and between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Thomas E. Reinckens (“Reinckens” or the “Executive”) (collectively, “the parties”).

Cache Inc – CACHE REPORTS THIRD QUARTER FISCAL 2012 RESULTS Company Updates Fourth Quarter Guidance (November 6th, 2012)

New York, New York – November 6, 2012 – Cache, Inc. (NASDAQ: CACH), a specialty chain of women’s apparel stores, reported results for the thirteen (“third quarter”) and thirty-nine week periods (“first nine months”) ended September 29, 2012.

Cache Inc – June 30, December 31, July 2, ASSETS 2012 2011 2011 Current assets: Cash and equivalents $ 14,334,000 $ 22,509,000 $ 8,706,000 Marketable securities 7,019,000 4,008,000 15,613,000 Certificate of deposits - restricted 3,000,000 3,000,000 3,000,000 Receivables, net 2,359,000 3,403,000 2,426,000 Income tax receivable 267,000 162,000 50,000 Inventories, net 22,267,000 22,075,000 18,350,000 Prepaid expenses and other current assets 2,516,000 1,572,000 4,787,000 Total current assets 51,762,000 56,729,000 52,932,000 Equipment and leasehold improvements, net 20,166,000 18,937,000 21,716,000 Intangible (August 14th, 2012)
Cache Inc – March 31, December 31, April 2, ASSETS 2012 2011 2011 Current assets: Cash and equivalents $ 10,710,000 $ 22,509,000 $ 1,896,000 Marketable securities 7,014,000 4,008,000 16,850,000 Certificate of deposits - restricted 3,000,000 3,000,000 2,500,000 Receivables, net 3,346,000 3,403,000 3,345,000 Income tax receivable 131,000 162,000 50,000 Inventories, net 27,326,000 22,075,000 22,961,000 Prepaid expenses and other current assets 2,347,000 1,572,000 5,328,000 Total current assets 53,874,000 56,729,000 52,930,000 Equipment and leasehold improvements, net 19,367,000 18,937,000 23,260,000 Intangib (May 11th, 2012)
Cache Inc – CACHE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, January 1, ASSETS 2011 2011 Current assets: Cash and equivalents $ 22,509,000 $ 4,609,000 Marketable securities 4,008,000 20,923,000 Certificate of deposits - restricted 3,000,000 2,500,000 Receivables, net 3,403,000 2,855,000 Income tax receivable, net 162,000 50,000 Inventories, net 22,075,000 15,789,000 Prepaid expenses and other current assets 1,572,000 5,029,000 Total current assets 56,729,000 51,755,000 Equipment and leasehold improvements, net 18,937,000 24,753,000 Intangible assets, net 102,000 102,000 Other assets 8 (March 29th, 2012)
Cache Inc – EMPLOYMENT AGREEMENT (March 1st, 2012)

This Employment Agreement ("Agreement") is made and entered into as of the 24th day of February, 2012 between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 ("Cache" or the "Company"), and Thomas E. Reinckens ("Reinckens" or "Executive").

Cache Inc – Company Contact: Maggie Feeney (November 3rd, 2011)
Cache Inc – October 1, January 1, October 2, ASSETS 2011 2011 2010 Current assets: Cash and equivalents $ 13,816,000 $ 4,609,000 $ 2,483,000 Marketable securities 7,563,000 20,923,000 21,865,000 Certificate of deposits - restricted 3,000,000 2,500,000 2,500,000 Receivables, net 2,304,000 2,855,000 2,020,000 Income tax receivable, net - 50,000 81,000 Inventories, net 22,232,000 15,789,000 19,243,000 Prepaid expenses and other current assets 5,323,000 5,029,000 6,041,000 Total current assets 54,238,000 51,755,000 54,233,000 Equipment and leasehold improvements, net 20,651,000 24,753,000 26,836,000 Goodwill (November 3rd, 2011)
Cache Inc – CACHE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS July 2, January 1, July 3, ASSETS 2011 2011 2010 Current assets: Cash and equivalents $ 8,706,000 $ 4,609,000 $ 3,742,000 Marketable securities 15,613,000 20,923,000 24,665,000 Certificate of deposits - restricted 3,000,000 2,500,000 2,500,000 Receivables, net 2,426,000 2,855,000 2,614,000 Income tax receivable, net 50,000 50,000 81,000 Inventories, net 18,350,000 15,789,000 20,408,000 Prepaid expenses and other current assets 4,787,000 5,029,000 6,370,000 Total current assets 52,932,000 51,755,000 60,380,000 Equipment and leasehold impr (July 28th, 2011)
Cache Inc – October 2, January 2, September 26, ASSETS 2010 2010 2009 Current assets: Cash and equivalents $ 2,483,000 $ 5,516,000 $ 5,329,000 Marketable securities 21,865,000 29,999,000 27,376,000 Certificate of deposits - restricted 2,500,000 1,500,000 1,500,000 Receivables, net 2,020,000 3,411,000 2,713,000 Income tax receivable, net 81,000 3,438,000 2,225,000 Inventories, net 19,243,000 16,599,000 20,434,000 Prepaid expenses and other current assets 6,041,000 4,943,000 1,117,000 Total current assets 54,233,000 65,406,000 60,694,000 Equipment and leasehold improvements, net 26,836,000 31,713,000 35,724 (November 10th, 2010)
Cache Inc – EMPLOYMENT AGREEMENT (March 19th, 2010)

This Employment Agreement (“Agreement”) is made and entered into as of the 21st day of October, 2009 between Cache, Inc., a Florida corporation, having its principal place of business at 1440 Broadway, New York, New York 10036 (“Cache” or the “Company”), and Rabia Farhang (“Farhang” or “Executive”).

Cache Inc – [GRAPHIC OMITTED] Company Contact: Maggie Feeney Executive Vice President and Chief Financial Officer Cache Inc. (212) 575-3206 FINAL FOR RELEASE Investor Relations: Allison Malkin/Jane Thorn Leeson ICR, Inc. (203) 682-8225/(646) 277-1223 CACHE REPORTS FOURTH QUARTER AND FISCAL 2009 RESULTS FOURTH QUARTER LOSS PER SHARE OF $0.09, INCLUDES $0.13 PER SHARE IMPAIRMENT CHARGE CASH AND MARKETABLE SECURITIES TOTALS $37.0 MILLION AT YEAR END New York, New York - March 5, 2010 - Cache Inc., (NASDAQ: CACH), a specialty chain of women's apparel stores, reported results for the fourteen ("fourth quarter" (March 9th, 2010)