CafePress Inc. (NASDAQ:PRSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CafePress Inc. (NASDAQ:PRSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Retention Bonus Awards

On August 16, 2017, the CafePress Inc. (the “Company”) Compensation Committee of its Board of Directors (the “Committee”) approved and entered into retentionaward agreements (collectively referred to as the “Retention AwardAgreements”) with certain senior executives of the Company, including Phillip L. Milliner, the Company’s Chief Financial Officer, Robert D. Barton, the Company’s Chief Operating Officer, and Ekumene M. Lysonge, the Company’s Vice President, General Counsel and Corporate Secretary (collectively referred to as the “Executives”). In light of the Executives’ positions and responsibilities, and their value to the organization, the Committee approved theRetentionAwardAgreements to encourage the Executives to remain with the Company on a long-term basis and to contribute to the Company’s continued turnaround. Each Retention Award is contingent upon the Executives remaining continuously employed by the Company through July 1, 2019 (the “Retention Date”). The Retention Award amount for each Executive is as follows:

Executive Name

Retention Award Amount

Phillip L. Milliner

$125,000

Robert D. Barton

$112,500

Ekumene M. Lysonge

$96,000

One hundred percent (50%) of the Retention Award, due to each Executive that remains continuously employed by the Company through July 1, 2019, will become vested and payable on the Retention Date. The Retention Award(s) that become vested and payable on the Retention Date will be paid in a cash lump-sum payment on the Retention Date. Vesting of a Retention Award may be accelerated under certain circumstances. If, prior to the Retention Date, one of the Executives resign or his employment is terminated for cause (as defined in theRetentionAwardAgreement), he will not be entitled to receive anyRetentionAward payment. To the extent any Executive’s employment is terminated without cause or the Executive terminates his employment with Good Reason (as defined in the Retention Award Agreement), the Executive will be entitled to receive a lump-sum cash payment of theRetentionAwardwithin thirty (30)days following the date of such termination or removal.

The foregoing description of the Retention Award Agreement is qualified in its entirety by the full text of the Retention Award Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this Current Report on Form 8-K:

10.1 Form of Retention Award Agreement


CAFEPRESS INC. Exhibit
EX-10.1 2 a101cafepressretentionbonu.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CafePress Inc.Form of Retention Award Agreement Personal and Confidential [Insert Date],…
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About CafePress Inc. (NASDAQ:PRSS)

CafePress Inc. is an online retailer of personalized products offering various gifts and accessories, including t-shirts and apparel, mugs and drinkware, and home goods, such as custom shower curtains and bed coverings. The Company conducts its business on its primary United States-based domain, CafePress.com, and also operates CafePress branded Websites for the markets in the United Kingdom, Canada and Australia. It also sells CafePress branded products through other online retail partners. Its products are customized with designs contributed through various means, including crowd-sourced user generated content, stock art licenses and licensed content relationships with entertainment companies and brands. Its facility in Louisville, Kentucky has technology and manufacturing processes that enables it to provide customized products that are individually built to order. The Company’s processes enable it to produce a range of merchandise.