CPI CARD GROUP INC. (NASDAQ:PMTS) 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;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

(e)On April11, 2017, CPI Card Group Inc. (the Company) entered
into an employment and non-competition agreement with Lillian
Etzkorn (the Employment Agreement), who, as previously disclosed,
was appointed as the Companys Chief Financial Officer effective
January1, 2017. The Employment Agreement provides for Ms.Etzkorns
employment as Chief Financial Officer for a term from January1,
2017 through December31, 2019, which will automatically renew
annually thereafter unless either party delivers a notice of
non-renewal. As previously disclosed, Ms.Etzkorn will receive an
initial base salary of $410,000 per year and will be eligible for
a target annual performance bonus equal to up to 50% of her base
salary.

As provided in Ms.Etzkorns offer of employment and as previously
disclosed, in connection with the commencement of her employment,
Ms.Etzkorn received (1)a sign-on cash award of $200,000, payable
in two equal installments (the first installment of which was
paid after her start date and the second installment of which
will be paid in July2017), subject to reimbursement if Ms.Etzkorn
voluntarily terminates employment with the Company within one
year of her start date, and (2)equity awards with an aggregate
value of $350,000, 60% in the form of nonqualified stock options,
vesting in equal annual installments over a three-year period,
and 40% in the form of restricted stock units, which will vest on
the third anniversary of the grant date, in each case, subject to
Ms.Etzkorns continued employment.

In the event of a termination of her employment without cause
(including a non-renewal of the Employment Agreement by the
Company), for good reason or due to her death or disability and
subject to Ms.Etzkorns (or her legal representatives) timely
execution, delivery and non-revocation of a general release of
claims, Ms.Etzkorn (or her beneficiary or estate, as applicable)
will receive severance payments equal to, in the aggregate, 12
months of her base salary and her annual bonus payment for the
year of termination, based on actual Company performance and
payable at the same time as such payments are made to other
executive employees. In addition, Ms.Etzkorn will be entitled to
receive health and dental continuation coverage to COBRA at the
active employee rate for up to 12 months following her
termination of employment, and Ms.Etzkorn will receive prorated
accelerated vesting of her outstanding equity awards under the
Companys Omnibus Incentive Plan (or full vesting of such awards
in the event of certain terminations of employment occurring
within 24 months following a change in control).

Upon a termination of Ms.Etzkorns employment for any reason and
for one year thereafter, Ms.Etzkorn would be subject to
non-competition and non-solicitation restrictions.

The Employment Agreement supersedes the offer of employment into
which the Company and Ms.Etzkorn entered as of December5, 2016.

The foregoing summary is qualified in its entirety by reference
to the Employment Agreement, a copy of which is filed as
Exhibit10.1 to this Form8-K and which is incorporated by
reference herein.

Item 9.01 Financial Statements and
Exhibits.

About CPI CARD GROUP INC. (NASDAQ:PMTS)

CPI Card Group Inc., formerly CPI Holdings I, Inc., provides Financial Payment Card solutions in North America. The Company is engaged in the design, production, data personalization, packaging and fulfillment of Financial Payment Cards, which it defines as credit cards, debit cards and prepaid debit cards issued on the networks of the Payment Card Brands in the United States, Europe and Canada. It is also engaged in the design, production, data personalization, packaging and fulfillment of retail gift and loyalty cards. Its segments include U.S. Debit and Credit, which produces Financial Payment Cards and provides integrated card services to card-issuing banks in the United States; U.S. Prepaid Debit, which provides integrated card services to Prepaid Debit Card issuers in the United States; U.K. Limited, which produces retail cards for customers in the United Kingdom and continental Europe, and Other, which has operations in Ontario, Canada and Petersfield, United Kingdom.

CPI CARD GROUP INC. (NASDAQ:PMTS) Recent Trading Information

CPI CARD GROUP INC. (NASDAQ:PMTS) closed its last trading session down -0.05 at 3.80 with 221,241 shares trading hands.