Groupon enters severance agreements with CEO Senkypl and CFO Ponrt

Groupon, Inc.

CEO Dusan Senkypl and CFO Jiri Ponrt each receive 3 months salary, equity acceleration on involuntary termination without cause.
Change-in-control severance adds pro-rata target bonus and accelerated vesting of performance share units.
CIC definition excludes Pale Fire Capital becoming >50% owner unless Board (including unaffiliated directors) approves.
Excise tax provision: payments reduced to safe harbor cap if Section 4999 excise tax applies, no gross-up.

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