CAFEPRESS INC. 2012AMENDED AND RESTATED STOCK INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD
Exhibit 10.3
CAFEPRESS INC.
2012 AMENDED AND RESTATED
STOCK INCENTIVE PLAN
NOTICE OF STOCK UNIT AWARD
You have been granted the following Stock Units representing Common Stock of CafePress Inc. (the “Company”) under the Company’s 2012 Amended and Restated Stock Incentive Plan (the “Plan”).
| Name of Participant: | Monica Johnson |
| Total Number of Stock Units Granted: | 13,000 |
| Date of Grant: | February 12, 2014 |
| Vesting Commencement Date: | February 13, 2014 |
| Vesting Schedule: | The Stock Unit award will vest based on continued Service as an employee, or as a consultant (but not advisor, however paid) pursuant to the Consultant and Advisor Agreement between Participant and the Company effective March 31, 2014 (the “Consultant and Advisor Agreement”), through December 31, 2014, in accordance with the following formula: |
| Number of Shares vested equals 13,000 multiplied by a fraction, the numerator of which is the number of months worked as an employee or consultant (pro-rated for partial months worked) between February 13 and December 31, 2014, and the denominator of which is 10.5. In no event will the number of vested shares exceed 13,000. |
| Notwithstanding the foregoing, all of the Shares subject to the award will vest Participant is terminated without Cause (as defined below) as an employee, consultant or advisor on or after a Change in Control (as defined in the Plan) occurring during 2014, subject to Participant’s execution and non-revocation of a standard release of claims in a form acceptable to the Company, which becomes effective within fifty (50) days following the termination date (or such shorter period as the Company may require). |
| To the extent vested, the Stock Unit will be settled on December 31, 2014, or if earlier, on the date that vesting is accelerated pursuant to a Change in Control termination as described in the preceding paragraph. |
| For purposes of the Stock Unit Agreement, “Cause” means (i) conviction of any felony, or any misdemeanor |
| where imprisonment is imposed; (ii) the commission of any act of fraud, embezzlement or dishonesty with respect to the Company; (iii) any unauthorized use or disclosure of confidential information or trade secrets of the Company; or (iv) willful misconduct or gross negligence in performance of your duties, including your refusal to comply in any material respect with the legal directives of the Company’s Board of Directors so long as such directives are not inconsistent with your position and duties, and such refusal to comply is not remedied within thirty (30) days after written notice from the Board of Directors, which notice shall state that failure to remedy such conduct may result in termination for Cause. |
By your signature and the signature of the Company’s representative below, you and the Company agree that these Stock Units are granted under and governed by the term and conditions of the Plan and the Stock Unit Agreement (the “Agreement”), both of which are attached to and made a part of this document.
By signing this document you further agree that the Company may deliver by e-mail all documents relating to the Plan or this Award (including without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by e-mail.
| Monica Johnson | CAFEPRESS INC. | |||||
| /s/ Monica Johnson | By: | /s/ Kirsten Mellor | ||||
| Monica Johnson | Its: | General Counsel | ||||
| Print Name | ||||||
CAFEPRESS INC.
2012 AMENDED AND RESTATED
STOCK INCENTIVE PLAN
STOCK UNIT AGREEMENT
| Payment for Stock Units | No cash payment is required for the Stock Units you receive. You are receiving the Stock Units in consideration for Services rendered by you. | |
| Vesting | The Stock Units that you are receiving will vest as shown in the Notice of Stock Unit Award.
No additional Stock Units vest after your Service as an Employee or a Consultant has terminated for any reason. | |
| Forfeiture | If your Service terminates for any reason, then your Award expires immediately as to the number of Stock Units that have not vested before the termination date and do not vest as a result of termination.
This means that the unvested Stock Units will immediately be cancelled. You receive no payment for Stock Units that are forfeited.
The Company determines when your Service terminates for this purpose and all purposes under the Plan and its determinations are conclusive and binding on all persons. | |
| Leaves of Absence | For purposes of this Award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave of absence was approved by the Company in writing and if continued crediting of Service is required by the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work.
If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement between you and the Company pertaining to your part-time schedule. | |
| Nature of Stock Units | Your Stock Units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue Shares on a future date. As a holder of Stock Units, you have no rights other than the rights of a general creditor of the Company. | |
| No Voting Rights or Dividends | Your Stock Units carry neither voting rights nor rights to dividends. You, or your estate or heirs, have no rights as a stockholder of the Company unless and until your Stock Units are settled by issuing Shares. No adjustments will be made for dividends or other rights if the applicable record date occurs before your Shares are issued, except as described in the Plan. | |
CAFEPRESS INC.
STOCK UNIT AGREEMENT
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| Stock Units Nontransferable | You may not sell, transfer, assign, pledge or otherwise dispose of any Stock Units. For instance, you may not use your Stock Units as security for a loan. If you attempt to do any of these things, your Stock Units will immediately become invalid. | |
| Settlement of Stock Units | Each of your vested Stock Units will be settled when indicated in the Notice of Stock Unit Award.
At the time of settlement, you will receive one Share for each vested Stock Unit; provided, however, that no fractional Shares will be issued or delivered pursuant to the Plan or this Agreement, and the Committee will determine whether cash will be paid in lieu of any fractional Share or whether such fractional Share and any rights thereto will be canceled, terminated or otherwise eliminated. In addition, the Shares are issued to you subject to the condition that the issuance of the Shares not violate any law or regulation. | |
| Withholding Taxes and Stock Withholding | No Shares will be distributed to you unless you have made arrangements acceptable to the Company to pay withholding taxes that may be due as a result of this Award or the settlement of the Stock Units. These arrangements, at the sole discretion of the Company, may include (a) having the Company withhold taxes from the proceeds of the sale of the Shares, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization), (b) having the Company withhold Shares that otherwise would be distributed to you when the Stock Units are settled having a Fair Market Value equal to the amount necessary to satisfy the minimum statutory withholding amount, or (c) any other arrangement approved by the Company. The Fair Market Value of any Shares withheld, determined as of the date when taxes otherwise would have been withheld in cash, will be applied as a credit against the withholding taxes. You also authorize the Company, or your actual employer, to satisfy all withholding obligations of the Company or your actual employer with respect to this Award from your wages or other cash compensation payable to you by the Company or your actual employer. | |
| Restrictions on Resale | You agree not to sell any Shares at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify. | |
| No Retention Rights | Neither your Award nor this Agreement gives you the right to be employed or retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the right to terminate your Service at any time, with or without cause. | |
| Adjustments | In the event of a stock split, a stock dividend or a similar change in Company Shares, the number of Stock Units covered by this Award shall be adjusted pursuant to the Plan. | |
| Successors and Assigns | Except as otherwise provided in the Plan or this Agreement, every term of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees and assigns. | |
| Notice | Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon the earliest of personal delivery, receipt or the third full day following mailing with postage and fees prepaid, addressed to the other party hereto at the address last known in the Company’s records or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto. | |
CAFEPRESS INC.
STOCK UNIT AGREEMENT
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| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to their choice-of-law provisions). | |
| The Plan and Other Agreements | The text of the Plan is incorporated in this Agreement by reference. All capitalized terms in this Agreement shall have the meanings assigned to them in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may be amended by the Committee without your consent; however, if any such amendment would materially impair your rights or obligations under the Agreement, this Agreement may be amended only by another written agreement, signed by you and the Company. | |
BY SIGNING THE COVER SHEET OF THIS AGREEMENT,
YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE PLAN.
CAFEPRESS INC.
STOCK UNIT AGREEMENT
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