EX-10.12



 Exhibit 10.12 

 

			
	



	  	 CafePress Inc.
 1850 Gateway Drive, Ste. 300
 San Mateo, CA 94404

Office: (650) 655-3000
 Fax: (650) 240-0260


 EMPLOYMENT AGREEMENT 
 October 5, 2012 
 Wes Herman 
 4637 Tall Pines Drive 
 Atlanta, GA 30327 

 

	RE:	Offer of Employment with CafePress Inc. 

 Dear
Wes: 
 CafePress Inc., a Delaware corporation (the “Company”), is pleased to offer you the position of
President, ezPrints Division reporting to Bob Marino, Chief Executive Officer. We look forward to welcoming you as a part of our team! All capitalized terms used but not otherwise defined herein shall have the meanings set forth in the
Agreement and Plan of Merger by and between Company and EZ Prints, Inc., dated as of October 5, 2012 (the “Merger Agreement”). 
 Your base salary will be at an annualized rate of $300,000 paid bi-weekly, less payroll deductions and all required withholdings and shall not be reduced during the Term of this letter agreement. As an
exempt professional employee and in accordance with Georgia law, you will not be entitled to overtime compensation. You will be eligible for the Company’s standard benefits package available to employees (see enclosed summary). Except as
otherwise provided in this letter agreement, you also will be entitled to participate in the current benefit plans offered to all of Senior Management of the Company at the same level in place as of the Closing Date. Notwithstanding the foregoing,
the Company makes no representations and warranties as to future benefits plans that may be offered and/or in place throughout the Term nor your eligibility for participation in them. 

In lieu of participating in any Company Senior Management cash bonus plan for the period beginning on the Closing Date and ending on
the last day of Company’s Q3 of 2013, you will be entitled to receive an Earn-Out Payment under that certain Earn-Out Bonus Agreement dated as of October 5, 2012, and subject to all terms and conditions as set forth therein. Beginning with
the CafePress Q4 of 2013, you shall be eligible for a bonus under the terms and conditions of any Company Senior Management cash bonus plan as may be approved by the Compensation Committee of the Board of Directors for fiscal year ended
December 31, 2013, solely pro rata for Q4 2013, and thereafter for each fiscal year beginning during the Term. During the Term, you shall be eligible to receive a target bonus of at least 40% of your annualized salary, with an upside of 60%, as
a bonus pursuant to the Company’s Senior Management bonus plan for pro rata Q4 2013 and for each subsequent bonus period, if a bonus plan is approved by the Compensation Committee of the Board of Directors. Your actual bonus award will be
calculated based on incentive targets, which reflect a combination of achievement against Company and business unit performance. All goals under the Senior Management bonus plan shall be administered by the Compensation Committee of the Board of
Directors in their discretion. All bonuses shall be paid in accordance with the terms of such bonus plan and shall be payable upon approval and any other terms set by the Compensation Committee. At present the bonus plans are payable in two
installments one based on the first six (6) months performance metrics and the second on the last six (6) months of performance metrics each year. Bonuses shall be paid promptly upon approval of the Compensation Committee and if any
awarded, shall be made no later than March 15th of
the calendar year following the calendar year in which the bonus is earned. 

  










			
	



	  	 CafePress Inc.
 1850 Gateway Drive, Ste. 300
 San Mateo, CA 94404

Office: (650) 655-3000
 Fax: (650) 240-0260


  

 You will be offered Nonqualified Stock Options consistent with a separate Stock Option Agreement dated
as of the Closing Date in the amount of 200,000 option shares priced at fair market value as of the Closing Date of the transaction contemplated by the Merger Agreement. 
 Subject to earlier termination as provided herein, your employment with the Company shall be for a term of two (2) years, commencing on the Closing Date (“Term”). You agree to execute the
Company’s separate form of Non-Competition and Non-Solicitation Agreement as provided to you as well as the Company’s standard form of Confidentiality and Inventions Agreement. . 

If your employment is terminated by CafePress during the Term for any reason after a date twelve (12) months from the Closing
Date other than for “Cause” (as defined below), or you terminate your employment for “Good Reason” (as defined below), the Company will pay you a severance amount equal to twelve (12) months of your then current annualized
salary (“Severance”). If your employment is terminated by Company for any reason other than “Cause” (as defined below), or you terminate your employment for “Good Reason” (as defined below), prior to the one year
anniversary of the Closing Date, you will receive an amount equal to the entire “Earn-Out Payment” that would have been received had it been earned during the Earn-Out Period in accordance with the terms of the Merger Agreement and the
Earn-Out Bonus Agreement by and between Company, EZ Prints, Inc. and you (“Earn Out Bonus Agreement”), notwithstanding that such Earn-Out Payment may not actually be earned under the Earn-Out Bonus Agreement. Any Severance payments that
may be due pursuant to this letter agreement shall be paid in the form of ten (10) equal installment payments payable over a period of ten (10) months, with the first installment being paid on the first (1st) day of the first month which occurs thirty (30) days
following your Separation from Service (as defined in Treasury Regulation Section 1.409A-1(h)). Any Earn-Out Payment shall be made at the time and in the form set forth in the Earn-Out Bonus Agreement. All payments of any kind shall be subject
to applicable tax withholding. 

  










			
	



	  	 CafePress Inc.
 1850 Gateway Drive, Ste. 300
 San Mateo, CA 94404

Office: (650) 655-3000
 Fax: (650) 240-0260


  

 After the expiration of the Term, Company agrees that you shall continue to enjoy the Severance benefits
on the same terms and conditions noted herein regardless of the expiration of this employment letter agreement. For avoidance of doubt, no other terms and conditions of this letter agreement shall survive its expiration or termination. 

For purposes of this letter agreement only, (1) “Cause” shall mean any of the following: (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; and c) any unauthorized use or disclosure of confidential information or trade secrets of CafePress;
(d) willful misconduct or gross negligence in the performance of job duties, including refusal to comply in any material respect with the legal directives of the Company’s Chief Executive Officer, Chief Financial Officer or Board of
Directors, so long as such directives are not inconsistent with such individual’s position and duties, and such refusal is not remedied within thirty (30) days after written notice from the Company’s Chief Executive Officer, Chief
Financial Officer or Board of Directors, which notice shall state that failure to remedy such conduct may result in termination for Cause; and (e) repeated unexcused absences from employment with CafePress, and (2) “Good Reason”
shall mean if (x) there is a change of greater than fifty (50) miles in the principal geographic location at which you provide services to CafePress from the former offices of EZPrints in Norcross, Georgia, or(y) there is a material
reduction in your base compensation (other than a general reduction that affects all other members of CafePress’ executive management team equally),; provided, however, that anything herein to the contrary notwithstanding, your employment shall
not be deemed terminated for “Good Reason” unless (i) you provide written notice stating the basis for the termination to the Company within thirty (30) days of the first occurrence of such condition; (ii) you cooperate in
good faith with the Company’s efforts, for a period of thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iii) notwithstanding such efforts, the Good Reason condition continues to exist;
and (iv) you terminate your employment within ninety (90) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. Notwithstanding the
foregoing, if during the first twelve (12) months of employment the Company materially reduces your title, reporting structure to the CEO, duties, or removes any areas of management of the Going Forward Business (as defined in the Merger
Agreement), than you shall be entitled to invoke a “Good Reason” termination as noted above, and Company shall likewise retain all opportunities related to the Cure Period as noted as well, and shall be entitled to the same rights of
payment of the Earn Out Bonus Payment under the same conditions. 

  










			
	



	  	 CafePress Inc.
 1850 Gateway Drive, Ste. 300
 San Mateo, CA 94404

Office: (650) 655-3000
 Fax: (650) 240-0260


  

 In addition to your base salary and bonus opportunities, you will be reimbursed for up to $5,000 per
year in reasonable expenses, including travel fees and conference expenses, in connection with your membership in and attendance at conferences sponsored by the Young President’s Organization or the World President’s Organization, for up
to twice per year. 
 Notwithstanding any provision of this letter agreement to the contrary, in the event you are a
Specified Employee as of the date of your Separation from Service, as those terms are defined in Treasury Regulations Section 1.409A-1(i-h), any amounts that are “deferred compensation” subject to Code Section 409A of the
Internal Revenue Code of 1986, as amended, that become payable upon your Separation from Service shall be held for delayed payment and shall be distributed on or immediately after the date which is six months after the date of your Separation from
Service. If a payment date that complies with Section 409A is not otherwise provided in this letter agreement for any payment (in cash or in-kind) or reimbursement that would otherwise constitute “deferred compensation” under
Section 409A, then such payment or reimbursement, to the extent such payment or reimbursement becomes due hereunder, shall in all events be made not later than 2
 1/2 months after the end of the calendar year in which the payment or reimbursement is no longer subject to a substantial risk of forfeiture. 
 The offer of employment contained in this letter agreement is valid until the close of business on the Closing Date and comprises a closing condition to the transactions contemplated pursuant to the
Merger Agreement. This letter agreement represents the entire agreement and understanding between you and the Company regarding its subject matter and it supersedes and replaces any and all prior agreements and understandings between you and the
Company regarding its subject matter. Please let us know of your decision to join the Company by signing a copy of this letter agreement and returning it to us no later than the Closing Date. Your employment is contingent upon (1) successful
completion of complete background, reference and credit checks pursuant to Company policy; (2) signing of the Company’s Proprietary Information and Assignment of Inventions Agreement; (3) signing the Non-Competition and
Non-Solicitation Agreement, and (4) the Closing of the transactions contemplated by the Merger Agreement. 

  










			
	



	  	 CafePress Inc.
 1850 Gateway Drive, Ste. 300
 San Mateo, CA 94404

Office: (650) 655-3000
 Fax: (650) 240-0260


  

 You must also establish your identity and authorization to work as required by the Immigration Reform
and Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on your first day of work. If you are a
legal alien authorized to work in the United States, Company will begin to provide immigration assistance by paying reasonable visa processing costs and fees after you have completed one year of service as a Company employee. 

By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you
from performing your duties for the Company. In addition, if you join the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of your manager. 

Notwithstanding anything herein to the contrary, nothing in this offer letter shall affect, modify or limit the rights of the parties under the Merger
Agreement or the related Earn Out Bonus Agreement, including, without limitation, the rights of the parties thereto to submit disputes arising out of the Merger Agreement to a court of competent jurisdiction in accordance with the provisions of
thereof. 
 We hope you are as excited about joining the Company as we are about your potential to contribute to this exciting Company.
Wes, we look forward to you becoming part of the CafePress Inc. team! 
 We would like you to start the day immediately following
the Closing Date. Please indicate that date next to the signature line of this offer letter. 
 Very truly yours,

 CafePress Inc. 
  

			
	By:	 	 /s/ Monica Johnson

	Name: Monica Johnson
	Title: Chief Financial Officer

 I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms set forth above.

  

			
	Accepted by:	 	/s/ Wes Herman


			
	Start Date: