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



On April 13, 2023, Groupon, Inc. (the "Company") appointed Ji?í Ponrt, as Chief
Financial Officer, effective April 13, 2023 (the "Effective Date"). In
connection with such appointment, Mr. Ponrt entered into an employment agreement
with the Company's wholly owned subsidiary, Groupon Management, LLC, dated April
13, 2023 (the "Employment Agreement"). Mr. Ponrt, who intends to relocate to
Chicago, subject to his work visa being approved, will replace Damien Schmitz,
who is no longer serving as the Company's Chief Financial Officer, as of the
Effective Date.

Mr. Ponrt, 49, has served as a Partner of Pale Fire Capital SE ("PFC"), the
Company's largest stockholder and a private equity investment group that invests
in e-commerce companies both in Europe and worldwide, since July 2022, where he
also served as Group CFO since November 2021. Prior to joining PFC, Mr. Ponrt
served as CFO of Alza.cz, one of the largest e-commerce companies in Central and
Eastern Europe, from May 2014 to October 2021. Prior to his time at Alza.cz, Mr.
Ponrt spent 15 years at Nutricia, a Danone brand, in a variety of financial and
commercial roles. In conjunction with his appointment to Groupon Chief Financial
Officer, Mr. Ponrt will be stepping down from day-to-day responsibilities at
PFC.

In connection with Mr. Ponrt's appointment as Chief Financial Officer, he will
receive an annual base salary of approximately $450,000 and will be eligible for
a 2023 annual target cash bonus of 100% of base salary, pro-rated for service
during the performance period, with a maximum cash payout capped at 150% of the
2023 annual target cash bonus. The actual amount of the cash bonus pay out, if
any, will be based on specific performance objectives to be established by the
Compensation Committee and subject to the Compensation Committee's certification
of the specific performance objectives.

In addition, Mr. Ponrt will receive an award of 183,333 restricted share units
("RSUs") under the Groupon, Inc. 2011 Incentive Plan, as amended (the "Plan") on
April 13, 2023, vesting 100% on April 13, 2024. The vesting of RSUs is subject
to Mr. Ponrt's continuous provision of material services to the Company as of
the vesting date.

Under Mr. Pornt's severance benefit agreement, which was executed in connection
with his appointment, he will receive severance benefit amounts upon an
involuntary termination of employment without Cause or a resignation for Good
Reason equal to 12 months of salary, the accelerated vesting of outstanding
time-based equity awards that are scheduled to vest over the 12 month period
following termination and vesting of a pro-rata portion of his outstanding
performance-based equity awards for the applicable performance period (subject
to the Compensation Committee's certification of the performance objectives
following the end of the performance period). In the event that Mr. Pornt's
employment is terminated in connection with a Change in Control (as defined in
the Severance Benefit Agreement) of the Company, he will receive an amount equal
to 12 months of salary, a pro rata amount of his target Company performance
bonus, and the accelerated vesting of 100% of his outstanding equity awards,
provided that a Change in Control shall be deemed not to include a transaction
resulting in PFC, together with its affiliated entities and individuals,
becoming the direct or indirect beneficial owner of more than fifty percent
(50%) of the total combined voting power of the Company's then­outstanding
securities entitled to vote generally in the election of Board members, unless
as a result of a transaction approved by the Board, including by a majority of
members of the Board unaffiliated with PFC.

The above descriptions of Mr. Ponrt's compensation terms and severance benefit
agreement are not complete and are qualified by reference to the Employment
Agreement, Equity Side Letter and Severance Benefit Agreement, which are filed
as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K and incorporated herein by reference.

There are no family relationships between Mr. Ponrt and any of the directors or
executive officers of the Company, and there are no transactions in which Mr.
Ponrt has an interest requiring disclosure under Item 404(a) of Regulation S-K.
There is no arrangement or understanding between Mr. Ponrt and any other person
pursuant to which he was appointed as an officer of the Company.

In connection with the CFO transition, it is expected that Mr. Schmitz will
receive the severance benefits provided for under his severance benefit
agreement, as previously disclosed, as if his employment were involuntarily
terminated without Cause or a resignation for Good Reason. These severance
benefits include an amount equal to 12 months of base salary and COBRA benefits
and the accelerated vesting of outstanding time-based equity awards that are
scheduled to vest over the 12 month period following his termination date. The
description of the terms of Mr. Schmitz's severance benefit agreement is not
complete and is qualified by the form of

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severance benefit agreement filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, for the quarter ended September 30, 2019, which is incorporated herein by reference.

A press release announcing the matters described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



        (d)         Exhibits:
      Exhibit No.                   Description
      10.1                            Employment Agreement, dated April 13, 2023**
      10.2                            Equity Side Letter, dated April 13, 2023**
      10.3                            Severance Benefit Agreement, dated April 13, 2023**
      99.1                            Press Release, dated April 13, 2023*
                                    Cover Page Interactive Data File

(embedded within the Inline XBRL


      104                           document)



*The information in Exhibit 99.1 is being furnished and shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
** Management contract or compensatory plan or arrangement.

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