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



On February 20, 2023, Cimpress plc entered into executive retention agreements
with Robert Keane, Chief Executive Officer of Cimpress and Chairman; Sean Quinn,
Executive Vice President and Chief Financial Officer; Maarten Wensveen,
Executive Vice President and Chief Technology Officer; and Florian Baumgartner,
Executive Vice President and Chief Executive Officer of Vista. For Messrs.
Keane, Quinn, and Wensveen, these executive retention agreements amend and
restate the executive retention agreements they previously entered into, which
previous agreements contained outdated references to compensation programs that
have changed or are no longer in place. The amended and restated executive
retention agreements reflect Cimpress' current compensation programs and provide
flexibility to accommodate future compensation programs, while making no
material changes to the economics and benefits of the previous agreements.

Under the executive retention agreements, if Cimpress terminates an executive
officer's employment without cause (as defined in the agreement) or the
executive officer terminates his employment for good reason (as defined in the
agreement), then he is entitled to receive the following:

•A lump sum severance payment equal to two years' base salary and 200% of any
annual cash incentive award in the case of Mr. Keane, and one year's base salary
and 100% of any annual cash incentive award in the case of the other three
executive officers. The annual cash incentive award portion of this severance
payment is based on the amount the executive officer would receive if the
applicable performance criteria, if any, were achieved at target levels.

•With respect to any outstanding annual cash incentive award, payment of a pro
rata portion of the award (assuming achievement of the applicable performance
criteria, if any, at target levels) based on the number of days elapsed from the
beginning of the then current fiscal year until the date of termination, less
any amount previously paid to the executive under such award.

•With respect to any outstanding multi-year cash incentive award, payment of a
pro rata portion of the award (assuming achievement of the applicable
performance criteria, if any, at target levels) based on the number of days
elapsed from the beginning of the then current performance period until the date
of termination, less any amount previously paid to the executive under such
award.

•The continuation of all other employment-related benefits for two years after
termination for Mr. Keane and one year after termination for the other three
executive officers.

•If the termination occurs within 12 months after a change in control of Cimpress, then each of the executive officer's share option awards remains exercisable until the earlier of 12 months after termination or the original expiration date of the award.



The executive retention agreements also provide that if there is a change in
control of Cimpress plc or if the executive officer's employment is terminated
within 180 days before a change in control of Cimpress plc (other than a
termination by Cimpress for cause or a resignation by the executive without good
reason), then effective upon the date of the change in control:

•all equity awards granted to the executive officers will accelerate and become
fully vested (other than any performance share unit awards granted to the
executive before December 31, 2022, for which the change in control provisions
of the award agreements will govern);

•the performance criteria (if any) applicable to any outstanding annual or
multi-year cash incentive awards will be deemed satisfied at 100% of the target
levels of performance for such awards, and the executive officers will be
entitled to receive 100% of the target amount of each such annual or multi-year
award, less any amount previously paid to the executive under such awards; and

•solely in the case of Mr. Keane, if Mr. Keane is required to pay any excise tax
pursuant to Section 4999 of the U.S. Internal Revenue Code as a result of
compensation payments made to him, or benefits he obtained (including the
acceleration of equity awards), in connection with a change in ownership or
control of Cimpress plc, he will be entitled to receive a gross-up payment equal
to the amount of such excise tax plus any additional taxes attributable to such
gross-up payment. However, if reducing Mr. Keane's compensation payments by up
to $50,000 would eliminate the requirement to pay an excise tax under

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Section 4999, then Cimpress has the right to reduce the payment by up to $50,000
to avoid triggering the excise tax and thus avoid providing gross-up payments to
Mr. Keane.The excise tax gross-up provision in Mr. Keane's amended and restated
executive retention agreement is unchanged from the version in his previous
executive retention agreement.

The foregoing is not a complete description of the executive retention agreements and is qualified by reference to the full text and terms of the agreements, which are filed as exhibits to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits



(d)  Exhibits

   Exhibit
     No.             Description
     10.1              Second Amended and Restated Executive Retention

Agreement between Cimpress plc


                     and Robert Keane dated February 20, 2023
     10.2              Form of Amended and Restated Executive Retention

Agreement between Cimpress plc


                     and each of Sean Quinn and Maarten Wensveen
     10.3              Executive Retention Agreement between Cimpress plc

and Florian Baumgartner dated

February 1, 2023
     104             Cover Page Interactive Data File, formatted in iXBRL

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