PRSS 2018 Proxy Statement

22 Employment Agreements and Change in Control Arrangements Each of our named executive officers entered into our Form of Amended and Restated Change of Control Agreement for Senior Management, or the 2014 CIC Agreement, which provides that if the executive officer’s employment is terminated by us without cause or the executive officer is constructively terminated on or following a change in control and he signs and does not revoke a release of claims with us, then he is entitled to: a lump sum payment equal to 12 months of his annual base salary in effect on his termination date and: • as to outstanding options granted prior to the later of March 21, 2014 or for Mr. Durham, his 2014 hire date of August 3, 2014, accelerated vesting as to the greater of (a) the number of shares that would accelerate as provided in any existing option agreement(s) or (b) 50% of the unvested shares as of the termination date; and • as to options and stock units granted on or after the later of March 21, 2014 or Mr. Durham, his 2014 hire date of August 3, 2014, accelerated vesting as to 50% of the unvested shares as of the termination date. For purposes of the 2014 CIC Agreement, the following definitions apply: • The term “cause” is defined as (a) conviction of any felony or any misdemeanor where imprisonment is imposed, (b) the commission of any act of fraud, embezzlement or dishonesty with respect to the Company, (c) any unauthorized use or disclosure of confidential information or trade secrets, (d) willful misconduct or gross negligence in the commission of duties or (e) repeated, unexcused absences. • The term “change in control” is defined as (a) a merger, consolidation or other corporate reorganization of CafePress if the persons who were not stockholders prior to the reorganization own 50% or more of the voting power of the company or a parent corporation after the reorganization, (b) a liquidation or sale of all or substantially all of CafePress’ assets and (c) the acquisition by any individual or entity of enough CafePress shares to deem such individual or entity a beneficial owner of 50% or more of the voting power CafePress. The term “change in control”, however, does not include a change in the state of CafePress’ incorporation, the formation of a holding company that is owned in substantially the same proportions by the persons who held CafePress’ shares immediately before the transaction or an initial or secondary public offering of our stock or debt. • The term “constructive termination” is defined as voluntary resignation within 60 days of a (a) material change in position which materially reduces duties, but not a mere change in title or reporting responsibilities, (b) material reduction in base salary except where such change applies to all similarly situated officers or employees across the successor corporation or (c) change in place of employment more than 50 miles from the individual’s current place of employment, provided that in each case the change was effected without the written concurrence of the officer and the change is not remedied within 30 days after written notice from the officer. The term “constructive termination” does not include a mere change in title, change in the person to whom the officer reports or the occurrence of a mere change in control or change in corporate status. Additionally, under the terms of the 2014 CIC Agreement, in the event of a change in control of CafePress where the acquirer does not assume or otherwise cash out the unvested options and/or stock units held by such executive(s), 50% of the then unvested shares covered by such awards will accelerate immediately prior to the closing of the change in control. The named executive officers will not be eligible for both the acceleration of vesting described in this paragraph and the acceleration of vesting described above; they will only be eligible for the terms that provide for a greater number of shares to vest. The Form of Amended and Restated Change in Control Agreement for Senior Management is attached as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2013. With respect to RSUs granted under the EEIP, in the event the executive officer terminates by reason of Death or Total and Permanent Disability (as defined in the EEIP), vesting accelerates through December 31 st of the year of termination. In the event that either the acquirer refuses to assume and continue the RSUs after the change in control or the executive officer’s employment is involuntarily terminated by us without cause or is constructively terminated by the executive within 12 months following a change in control, the RSUs will accelerate and will vest in full. With respect to performance-based stock options, or PSOs granted under the EEIP, vesting accelerates ratably based on the proportion of the performance period completed by the executive officer in the event the executive officer terminates by reason of death or Total and Permanent Disability, but only to the extent that the performance metrics are ultimately determined to have been achieved. Furthermore, with respect to PSOs, the awards convert into RSUs (on a 2 PSO:1 RSU ratio) immediately prior to a change in control and then vesting 100% accelerates in the event that either the acquirer refuses to assume and continue the converted RSUs after the change in control or the executive officer’s employment is involuntarily terminated by us without cause or is constructively terminated by the executive within 12 months following such change in control. For purposes of the EEIP, the term Total and Permanent Disability is defined to mean any permanent and total disability as defined by Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. All other definitions for the EEIP are consistent with the definitions provided above.