CIO Employment Agreement - Dan Moen

Exhibit 10.2

DAN MOEN

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this " Agreement" ) is dated as of May 29, 2007, by and between Coldwater Creek Inc., a Delaware corporation (the " Company" ), and Dan Moen (the " Executive" ).

WHEREAS, the Company desires to employ the Executive as its Senior Vice President and Chief Information 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 Senior Vice President and Chief Information 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 $350,000 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 will be expressed as a percentage of Annual Salary, 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.

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 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.

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


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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 twelve (12) 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;

(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:

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(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 30 days from the date on which the Executive gives the written notice thereof to cure such event or condition 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 ninety (90) 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 va ...