Delaware
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001-14498
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13-3612110
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||
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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||
42
West 39th
Street, New York, New York
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10018
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(Address
of principal executive offices)
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(Zip
Code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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¨
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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·
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a
term of 36 months beginning on January 1, 2010 and to automatically renew
for successive one-year terms unless the Company provides Ms. Payner
written notice of its desire to renew the Payner Agreement at least 90
days prior to the end of the then-current term, including any one year
renewal term (the “Evergreen
Extension”);
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·
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annual
cost of living adjustments to Ms. Payner’s annual base salary under the
Payner Agreement, based on adjustments to the United States Consumer Price
Index, beginning on January 1,
2011;
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·
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payment
of an annual performance bonus based upon the achievement of one or more
targets to be set for each fiscal year by the Compensation Committee in
its sole discretion, and subject to a pro rata adjustment for
underachievement or overachievement of the targets within
limits determined by the Compensation Committee in its sole
discretion, provided that such bonus shall not be in limitation of
additional discretionary bonuses;
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·
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the
immediate vesting of one-half of any unvested stock options granted to Ms.
Payner by the Company which are outstanding as of the date of a change of
control (as defined in the Payner Agreement) and have not yet vested, with
the remaining one-half of such unvested stock options vesting on the
earliest to occur of: (a) the scheduled vesting date and (b) 12 months
from the date of the change of control;
and
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·
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a
modification of the definition of the term “change of control” to exclude
from such definition further purchases of shares by Rho Ventures VI, L.P.
or its affiliates.
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·
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a
term of 36 months beginning on January 1, 2010, subject to an Evergreen
Extension;
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·
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an
increase to Ms. Jenny’s annual base salary from $250,000 to
$300,000;
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·
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the
immediate vesting of one-half of any unvested stock options granted to Ms.
Jenny by the Company which are outstanding as of the date of a change of
control (as defined in the Jenny Agreement) and have not yet vested, with
the remaining one-half of such unvested stock options vesting on the
earliest to occur of: (a) the scheduled vesting date and (b) 12 months
from the date of the change of control;
and
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·
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a
modification of the definition of the term “change of control” to exclude
from such definition further purchases of shares by Rho Ventures VI, L.P.
or its affiliates.
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Exhibit No.
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Description
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10.1
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Amended and Restated Employment
Agreement, dated as of April 27, 2010, by and between the Company and
Melissa Payner-Gregor.
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10.2
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Second Amended and Restated
Employment Agreement, dated as of April 27, 2010, by and between the
Company and Kara Jenny.
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Dated: April 30, 2010 | BLUEFLY, INC. | ||
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By:
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/s/ Kara B. Jenny | |
Name: | Kara B. Jenny | ||
Title: | Chief Financial Officer | ||