Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
CEO Appointment
On December 1, 2021, Groupon, Inc. (the "Company") announced that its Board of
Directors appointed Kedar Deshpande as Chief Executive Officer and a director of
the Company, effective December 10, 2021 (pursuant to an offer letter dated
November 30, 2021). Mr. Deshpande will replace Aaron Cooper, who currently
serves as the Company's Interim Chief Executive Officer. Mr. Cooper intends to
assist fully with the transition and will remain with the Company until at least
December 10, 2021.
Mr. Deshpande, age 42, most recently served as the Chief Executive Officer of
Zappos.com ("Zappos") since August 2020. Mr. Deshpande previously served in
various positions at Zappos from March 2011 to August 2020, including as Zappos'
Chief Operating Officer from 2019 to 2020, and held senior leadership roles in
technology and marketing as well as project management roles. Prior to that, he
was a software engineer at General Electric.
In connection with his appointment as Chief Executive Officer, Mr. Deshpande
will receive an annual base salary of $700,000 and, beginning in 2022, a target
annual cash bonus opportunity of 100% of base salary. Mr. Deshpande will receive
a one-time sign on cash bonus of $1 million, subject to a pro rata clawback in
the event his employment is terminated during the 36-month period following his
start date for any reason other than an Eligible Termination (as defined in his
severance benefit agreement).
In addition, Mr. Deshpande will receive an award of restricted share units
("RSUs") under the Groupon, Inc. 2011 Incentive Plan, as amended (the "Plan")
with a total grant value equal to $16,500,000, vesting 1/12 quarterly over the
twelve consecutive quarters following Mr. Desphande's start date. The vesting of
RSUs is subject to Mr. Deshpande's continued employment with the Company on the
applicable vesting date.
Under Mr. Deshpande's severance benefit agreement, which was executed in
connection with his appointment, he will receive severance benefit amounts upon
a termination of employment without Cause or for Good Reason equal to 12 months
of salary and COBRA benefits, an amount equal to his Company performance bonus
for the prior year (if any), 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. Deshpande's
employment is terminated in connection with a change in control of the Company,
he will receive an amount equal to 12 months of salary and COBRA benefits, a pro
rata amount of his target Company performance bonus, and the accelerated vesting
of 100% of his outstanding equity awards.
The descriptions of Mr. Deshpande's compensation terms and severance benefit
agreement are not complete and are qualified by reference to the letter
agreement and severance benefit agreement between the Company and Mr. Deshpande,
which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
There are no family relationships between Mr. Deshpande and any of the directors
or executive officers of the Company, and there are no transactions in which Mr.
Deshpande has an interest requiring disclosure under Item 404(a) of Regulation
S-K. There is no arrangement or understanding between Mr. Deshpande and any
other person pursuant to which Mr. Deshpande was appointed as an officer or
director of the Company.
In connection with the CEO transition, Mr. Cooper will receive the severance
benefits provided for under his severance benefit agreement, as previously
disclosed, as if his employment were terminated without Cause or 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. Cooper's severance benefit
agreement is not complete and is qualified by the form of severance benefit
agreement filed as Exhibit 10.1 to the Form 10-Q for the quarter ended September
30, 2019, which is incorporated herein by reference.

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A press release announcing the matters described above is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Executive Compensation
On November 29, 2021, the Compensation Committee of the Board approved retention
compensation for Dane Drobny, the Company's Chief Administrative Officer,
General Counsel and Corporate Secretary. Mr. Drobny will receive (i) a one-time
cash retention bonus of $1 million, subject to a pro rata clawback in the event
his employment is terminated in the next three years for any reason other than
as a result of an Eligible Termination (as defined in his severance benefit
agreement) or in the event of his death or disability, and (ii) a RSU award with
a total grant value of $2,910,000, vesting quarterly over 12 consecutive
quarters, beginning on February 20, 2022, with 6.25% vesting each of the first
eight quarters and 12.5% vesting each of the last four quarters. The vesting of
RSUs is subject to Mr. Drobny's continued employment with the Company on the
applicable vesting date.
Item 9.01.  Financial Statements and Exhibits.

        (d)         Exhibits:
      Exhibit No.                   Description
      10.1                            CEO Offer Letter, dated November 30, 2021
      10.2                            Severance Benefit Agreement, dated November 30, 2021
      99.1                            Press release, dated December 1, 2021
                                    Cover Page Interactive Data File

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