As previously announced, on November 29, 2016, the Board of
Directors (the Board) of GoPro, Inc. (the Company) approved a
restructuring of the Companys business.

On December 14, 2016, in connection with additional severance and
other costs related to the reduction in force, the Board approved
an increase of approximately $7 million to the Companys estimated
total aggregate restructuring charges in addition to the
approximately $24 million to $33 million in restructuring charges
previously disclosed by the Company. The Company expects to
recognize most of the restructuring charges in the fourth quarter
of 2016.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

As previously announced by the Company, Anthony Bates will cease
serving as the Companys President effective December 31, 2016 (the
Termination Date). In accordance with the terms of his offer
letter, Mr. Bates tendered his resignation from the Board. The
Board declined to accept Mr. Bates resignation and requested that
he continue his Board service.

On December 15, 2016, Mr. Bates and the Company entered into a
Separation Agreement and Release of Claims (the Separation
Agreement). to the Separation Agreement, Mr. Bates will be entitled
to receive (i) a lump sum payment equal to 12 months of Mr. Bates
current base salary plus his target bonus (assuming a 50%
achievement threshold) relating to 2017, (ii) a lump sum payment
equal to his target bonus relating to 2016, (iii) continuation of
benefits under COBRA for 12 months following his termination of
employment (or if applicable law requires otherwise, a lump sum
payment equal to the amount of the insurance premiums that would
have been paid by the Company to continue such benefits under COBRA
for the 12 months), (iv) acceleration of 25% of the shares
initially subject to each of the outstanding equity grants held by
Mr. Bates, and (v) if and so long as Mr. Bates continues to serve
on the Board, Mr. Bates shall continue to vest in an additional 25%
of the shares initially subject to each of his outstanding equity
grants, with the number of shares vesting on each vesting date to
the original vesting schedule of such grant. The shares subject to
continued vesting under these revised equity grants shall be
eligible for immediate acceleration in the event of a Change of
Control (as defined in Mr. Bates offer letter). The remaining
unvested shares subject to each of Mr. Bates original equity grants
will expire on the Termination Date. In exchange for such
separation benefits, Mr. Bates provided the Company with a general
release of claims. Mr. Bates will not be eligible for the standard
non-executive director Board equity and cash compensation package
until the year his revised equity grants have completed vesting.

The foregoing description of the Separation Agreement and the
benefits granted to Mr. Bates therein is not complete and is
subject to, and qualified in its entirety by, the full text of the
Separation Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Forward-looking Statements

This Form 8-K may contain projections or other forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements in this Form 8-K include, but are not
limited to, expectations regarding product sales, the restructuring
and reduction in workforce, the number of employees impacted by the
reduction in workforce, the aggregate charges for employee
terminations and other costs associated with the restructuring
including office consolidations, the estimates of related cash
expenditures by the Company in connection with the restructuring
and the timing to recognize these charges. These statements involve
risks and uncertainties, and actual events or results may differ
materially. Among the important factors that could cause actual
results to differ materially from those in the forward-looking
statements are the Companys ability to implement the restructuring
in various jurisdictions; possible changes in the size and
components of the expected costs and charges associated with the
restructuring; risks associated with the Companys ability to
achieve the benefits of the restructuring; completion of
quarter-end and annual financial reporting processes and review and
the risks more fully described in the Risk Factors section of the
Company’s Annual Report on Form 10-K for the year ended December
31, 2015 and in our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2016, which are on file with the Securities and
Exchange Commission. These forward-looking statements speak only as
of the date hereof or as of the date otherwise stated herein. GoPro
disclaims any obligation to update these forward-looking statements
whether as a result of new information, future events, or
otherwise.