o	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material under § 240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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•

vote via the virtual meeting website— any stockholder can attend the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/GPRO, where stockholders may vote and submit questions during the meeting. The meeting starts at 10:00 a.m. (Pacific Time). Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com;

•	vote via telephone or Internet—in order to do so, please follow the instructions shown on your proxy card; or

•	vote by mail—complete, sign and date the proxy card enclosed herewith and return it before the Annual Meeting in the envelope provided.

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•	delivering to the Corporate Secretary of GoPro (by any means) a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again by telephone or Internet; or

•	attending and voting at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not, by itself, revoke a proxy).

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•	reviews the financial information which will be provided to stockholders and others;

•	reviews our system of internal controls with management by consulting with management, our internal compliance team and the independent auditors;

•	appoints, retains and oversees the performance of the independent registered public accounting firms;

•	oversees our accounting and financial reporting processes and the audits of our financial statements;

•	pre-approves audit and permissible non-audit services provided by the independent registered public accounting firm; and

•	reviews related party transactions and proposed waivers of our Code of Business Conduct and Ethics.

•	reviews and determines the compensation of our executive officers and other executives reporting to the Chief Executive Officer;

•	administers our equity incentive plans; and

•	establishes and reviews general policies relating to compensation and benefits of our employees.

•	provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices;

•	review and assess our current director, Chief Executive Officer and other executive officer compensation policies and practices and equity profile relative to market practices;

•	review and assess our current executive compensation program relative to market to identify any potential changes or enhancements to be brought to the attention of the compensation and leadership committee; and

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•	review market practices on employee stock purchase plans and other equity programs.

•	identifies, evaluates and recommends nominees, including stockholder nominees, to our board of directors and committees of our board of directors;

•	conducts searches for appropriate directors;

•	evaluates the performance of our board of directors and of individual directors;

•	considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees and related compensation;

•	reviews developments in corporate governance practices;

•	evaluates the adequacy of our corporate governance practices and reporting; and

•	makes recommendations to our board of directors concerning corporate governance matters.

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(1)	Member of the nominating and governance committee

(2)	Member of the compensation and leadership committee

(3)	Member of the audit committee

†	Lead Independent Director

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(1)	The amounts reported in this column represent the aggregate grant date value of restricted stock units (“RSUs”) made to directors in 2014 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”).

(2)	The amounts reported in this column represent the aggregate grant date value of option awards made to directors in 2014 computed in accordance with FASB ASC Topic 718.

(3)	On July 30, 2014, Mr. Gilhuly received 790 RSUs which vest as to 25% of the shares in each quarter following the date of grant, with the final 25% to vest on June 8, 2015, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors. As of December 31, 2104, 396 of the RSUs remained unvested.

(4)	On July 30, 2014, Mr. Gilhuly received a stock option to purchase 6,464 shares of common stock which shall vest in full on June 8, 2015, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date.

(5)	On July 30, 2014, Mr. Goldman received 988 RSUs which vest as to 25% of the shares in each quarter following the date of grant, with the final 25% to vest on June 8, 2015, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors. As of December 31, 2014, 495 of the RSUs remained unvested.

(6)	On June 2, 2014, Mr. Gotcher received 1,630 RSUs which vest in equal quarterly installments over one year from the date of grant, subject to the director’s continuous service on our board of directors. As of December 31, 2014, 815 of the RSUs remained unvested.

(7)	On June 2, 2014, Mr. Gotcher received a stock option to purchase 17,234 shares of common stock which shall vest in full on June 8, 2015, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date.

(8)	On July 30, 2014, Mr. Marks received 889 RSUs which vest as to 25% of the shares in each quarter following the date of grant, with the final 25% to vest on June 8, 2015, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors. As of December 31, 2014, 445 of the RSUs remained unvested.

(9)	On July 30, 2014, Mr. Marks received a stock option to purchase 6,464 shares of common stock which shall vest in full on June 8, 2015, the date of our Annual Meeting, subject to the director’s continuous service on our board of directors on such date.

(10)	Ms. Woodman, the wife of our Chief Executive Officer, Nicholas Woodman, resigned as a member of our board of directors effective as of May 16, 2014.

(11)	Mr. Ball resigned as a member of our board of directors effective as of June 25, 2014.

•	$20,000 for the chair of our audit committee;

•	$15,000 for the chair of our compensation and leadership committee; and

•	$10,000 for the chair of our nominating and governance committee.

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(1)

“Audit fees” include fees for audit services primarily related to the audit of our annual financial statements; the review of our quarterly financial statements; comfort letters, consents, and assistance with and review of documents filed with the SEC, including our Registration Statements on Form S-1 related to our initial public offering in July 2014 and our follow-on offering in November 2014; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board.

(2)	“Tax fees” include fees for tax compliance, advice and planning. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters; transfer pricing, international tax structure planning, assistance with indirect sales tax; and assistance with tax audits.

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•	shares subject to stock options or stock appreciation rights granted under our 2014 Plan that cease to be subject to the stock option or stock appreciation right for any reason other than exercise of the stock option or stock appreciation right;

•	shares subject to awards granted under our 2014 Plan that are subsequently forfeited or repurchased by us at the original issue price;

•	shares subject to awards granted under our 2014 Plan that otherwise terminate without shares being issued;

•	shares surrendered, cancelled, or exchanged for cash or a different award (or combination thereof);

•	shares issuable upon the exercise of stock options or subject to other awards under our 2010 Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise;

•	shares issued under our 2010 Plan that are forfeited or repurchased by us; and

•	shares subject to awards under our 2010 Plan that are used to pay the exercise price of a stock option or withheld to satisfy the tax withholding obligations related to any award.

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•	each stockholder known by us to be the beneficial owner of more than 5% of our Class A common stock or Class B common stock;

•	each of our directors;

•	each of our Named Executive Officers; and

•	all of our directors and Named Executive Officers as a group.

*	Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

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•	Nicholas Woodman, our Chief Executive Officer and Chairman of our Board of Directors;

•	Anthony Bates, our President;

•	Jack Lazar, our Chief Financial Officer;

•	Nina Richardson, our former Chief Operating Officer; and

•	Sharon Zezima, our General Counsel.

•	total revenue was approximately $1.4 billion, representing a 41.4% increase compared to approximately $986 million in 2013;

•	gross margin was 45.0%, compared to 38.7% in 2013;

•	operating income was $187.0 million, or 13.4% of revenue, an increase of $88.3 million year-over-year;

•	non-GAAP operating income was $259.6 million, or 18.6% of revenue, an increase of $148.9 million year-over-year;

•	non-GAAP adjusted EBITDA was $293.4 million, or 21.0% of revenue, an increase of $159.7 million year-over-year; and

•	raised primary proceeds of $287.6 million through our initial public and follow-on offerings.

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•	the launch of the HERO4 in October stands as the most successful product launch in our history. We sold a record 2.4 million capture devices in the fourth quarter of 2014 reflecting the strength of our brand, product design, and execution;

•	according to The NPD Group, in October through December, our capture devices accounted for three of the top five products, including the number one product, by dollar share in the combined digital camera and camcorder category; and

•	we shipped 5.2 million capture devices, a 34.6% increase from 2013; the 2.4 million captures devices shipped in the fourth quarter of 2014 exceeded that of the full year 2012.

•	entered into an employment agreement with our Chief Executive Officer, confirming his existing compensation arrangements and providing for a long-term incentive compensation opportunity;

•	entered into employment agreements with both our new President and new Chief Financial Officer; and

•	adopted various policies, practices, and internal processes reflecting the structure and organization of a publicly-traded company, including a number of policies and practices intended to drive performance and either prohibit or minimize behaviors that we do not believe serve our stockholders’ long-term interests.

•	The shares of our common stock covered by the first tranche vested in full on the grant date.

•	The second tranche was subject to both a market-based performance condition and a service-based vesting condition as follows:

o	subject to our Class A common stock achieving a closing price per share for 30 consecutive days equal to or greater than $34.03 (with the 30-day period beginning no earlier than December 23, 2014) and Mr. Woodman’s continued service to us as of each vesting date; and

o	the shares of our common stock covered by the second tranche were to vest in equal monthly increments over a 36-month period measured from the grant date.

•	The third tranche was subject to both a market-based performance condition and a service-based vesting condition as follows:

o	subject to our Class A common stock achieving a closing price per share for 30 consecutive days equal to or greater than $44.24 (with the 30-day period beginning no earlier than December 23, 2014) and Mr. Woodman’s continued service to us as of each vesting date; and

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o	the shares of our common stock covered by the third tranche were to vest in equal monthly increments over a 36-month period measured from the grant date.

•	an annual base salary of $800,000;

•	a target annual cash bonus opportunity equal to 100% of his annual base salary (and pro-rated for his actual term of employment during 2014);

•	an option to purchase 2,277,106 shares of our Class B common stock with an exercise price equal to the fair market value of such shares on the date of grant as determined by our board of directors and RSUs that may be settled for up to 248,749 shares of our Class B common stock; and

•	welfare, health and personal benefits commensurate with those provided to our senior executives.

•	an annual base salary of $350,000;

•	a target annual cash bonus opportunity equal to 75% of his annual base salary;

•	an option to purchase 900,000 shares of our Class B common stock with an exercise price equal to the fair market value of such shares on the date of grant as determined by our board of directors and RSUs that may be settled for up to 100,000 shares of our Class B common stock; and

•	welfare and health benefits commensurate with those provided to all our full-time employees.

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•	Compensation and Leadership Committee Independence – Our board of directors maintains a compensation and leadership committee comprised solely of independent directors.

•	Compensation and Leadership Committee Advisor Independence – The compensation and leadership committee engages and retains its own advisors. During 2014, the compensation and leadership committee engaged Compensia to assist with its responsibilities. Compensia performs no consulting or other services for GoPro.

•	Annual Compensation Review – The compensation and leadership committee conducts an annual review of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.

•	Compensation-Related Risk Assessment – We plan to conduct an annual evaluation of our compensation programs, policies, and practices to ensure that they reflect an appropriate level of risk-taking but do not encourage our employees to take excessive or unnecessary risks that could have a material adverse impact on GoPro.

•	No Executive Perquisites – We do not offer perquisites or other personal benefits to our Named Executive Officers unless they serve a sound business purpose. Our Named Executive Officers participate in our health and welfare benefit programs on the same basis as all of our employees.

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“Double-Trigger” Change in Control Arrangements – The change in control post-employment compensation arrangements for our executive officers (other than certain arrangements with Messrs. Woodman and Bates) are based on a “double-trigger” arrangement that provides for the receipt of payments and benefits only in the event of (i) a change in control of our company and (ii) a qualifying termination of employment.

•	Reasonable Change-in-Control Arrangements – The post-employment compensation arrangements for our executive officers, including our Named Executive Officers, provide for amounts and multiples that are within reasonable market norms.

•	Prohibition on Hedging– Our executive officers, including our Named Executive Officers, and the members of our board of directors are prohibited from speculating in our equity securities, including the use of short sales, or any equivalent transaction involving our equity securities and from engaging in any hedging transactions with respect to our equity securities.

•	Succession Planning – Our board of directors reviews the risks associated with our most critical executive positions on an annual basis so that we have an adequate succession strategy and plans are in place for our most critical positions.

•	Retirement Programs – Other than our Section 401(k) plan, which is generally available to all employees, we do not offer defined benefit or contribution retirement plans or arrangements or nonqualified deferred compensation plans or arrangements for our executive officers, including our Named Executive Officers.

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•	the recommendations of our Chief Executive Officer (except with respect to his own compensation) as described below;

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•	our corporate growth and other elements of financial performance;

•	our corporate and individual achievements against one or more short-term and long-term performance objectives;

•	the individual performance of each executive officer against his management objectives;

•	a review of the relevant competitive market analysis prepared by its compensation consultant (as described below);

•	the expected future contribution of the individual executive officer;

•	historical compensation we have made to our executive officers;

•	internal pay equity based on the impact on our business and performance; and

•	negotiations with our recently hired executive officers to attract them to our company.

•	developed and subsequently updated the compensation peer group;

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•	provided advice with respect to compensation best practices and market trends for executive officers and members of our board of directors;

•	conducted an analysis of the levels of overall compensation and each element of compensation for of our executive officers;

•	conducted an analysis of the levels of overall compensation and each element of compensation for the members of our board of directors; and

•	provided ad hoc advice and support throughout the year.

•	the comparability of the company’s business model;

•	the comparability of the company’s revenue and market capitalization;

•	the comparability of the company’s primary sales channels, including via the Internet;

•	the company’s consumer products and/or business services focus;

•	the comparability of the company’s operating history;

•	the comparability of the company’s organizational complexities and growth attributes;

•	the stage of the company’s maturity curve (which increases its likelihood of attracting the type of executive talent for whom we compete); and

•	the comparability of the company’s operational performance (for consistency with our strategy and future performance expectations).

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(1)	Messrs. Bates’ and Lazar’s target annual cash bonus opportunities for 2014 were pro-rated for their actual term of employment during the year.

(2)	Ms. Richardson’s target annual cash bonus opportunity was based on salary actually paid to Ms. Richardson in 2014. Ms. Richardson’s base salary was increased in February 2014.

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•	“non-GAAP gross margin” meant our gross margin, as calculated under GAAP, excluding the impact of stock-based compensation expense and the amortization of acquisition-related intangible assets; and

•	“non-GAAP operating profit” meant our operating profit, as calculated under GAAP, excluding the impact of stock-based compensation expense and the amortization of acquisition-related intangible assets.

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•	our board of directors has delegated to the compensation and leadership committee the express authority to administer our 2014 Equity Incentive Plan, including the authority to grant awards under the plan;

•	any equity awards made by the compensation and leadership committee to our Chief Executive Officer must be approved by the independent members of our board of directors;

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our board of directors has delegated to the Equity Management Committee (a committee consisting solely of our Chief Executive Officer) the non-exclusive authority to grant equity awards to employees below the level of Vice President where the awards fall within standard guidelines approved by the compensation and leadership committee and subject to limitation on the number of shares of our common stock that may be granted in any year;

•	if the Equity Management Committee approves equity awards on or before the 15th day of the month, the awards will be granted effective as of the 15th day of that month, and if it approves such equity awards after the 15th of the month, the grant date for these awards will be the approval date;

•	all equity awards granted outside the Equity Management Committee guidelines or to our executive officers must be approved by the compensation and leadership committee; and

•	equity awards to the non-employee members of our board of directors will be granted automatically in accordance with the terms of our Director Compensation Policy.

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(1)	The amounts in this column include any salary contributed by the Named Executive Officer to our 401(k) plan.

(2)

The amounts reported in this column represent the aggregate grant date value of RSUs made to the Named Executive Officer in 2013 and 2014 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock reported in the Stock Awards column are set forth in Note 3 to the audited financial statements included in our annual report on Form 10-K for the year ending December 31, 2014 filed on February 20, 2015.

(3)

The amounts reported in this column represent the aggregate grant date value of option awards made to the Named Executive Officer in 2013 and 2014 computed in accordance with FASB ASC Topic 718 and excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 3 to the audited financial statements included in our annual report on Form 10-K for the year ending December 31, 2014 filed on February 20, 2015.

(4)	The amounts reported in this column represent the Named Executive Officer’s bonus awards, which we awarded under the 2014 Bonus Plan based on the compensation and leadership committee’s determination of individual and overall company performance.

(5)	Mr. Lazar became our Chief Financial Officer in January 2014.

(6)	Mr. Bates became our President in June 2014.

(7)	Effective February 2015, Ms. Richardson resigned as our Chief Operating Officer.

(8)	Ms. Zezima became our General Counsel in September 2013.

(9)	The amount reported includes legal fees incurred in connection with entering into his employment agreement and corporate promotional merchandise.

(10)	The amount reported represents the cost of Mr. Woodman’s personal use of cars provided by us, including depreciation attributed to his personal use of the cars, maintenance and repair costs, insurance premiums and registration fees.

(11)	The amount reported represents $10,400 in matching contributions to the 401(k) accounts of these Named Executive Officers.

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(1)

The amounts reported in this column represent the aggregate grant date value of each award computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock reported in the Stock Awards column are set forth in Note 3 to the audited financial statements included in our annual report on Form 10-K for the year ending December 31, 2014 filed on February 20, 2015.

(2)

This award of 4,500,000 RSUs vests in three tranches of 1,500,000 RSUs each. The first tranche vested on the grant date. Each of the second and third tranches vests monthly over 36 months from the grant date, with vesting conditional upon Mr. Woodman’s continued service and our Class A common stock having a closing price per share for 30 consecutive days equal to or greater than $34.03 and $44.24, respectively. Such market-based performance conditions for the second and third tranches were satisfied as of January 21, 2015. At that time, pursuant to the service-based vesting condition, the award was settled as to 583,332 shares of our common stock, with the remaining shares covered by the second and third tranches of the RSUs subject to vesting at the rate of 1/36th of the total number of shares covered by those tranches on the monthly anniversary of the date of grant, commencing on February 3, 2015. Upon a change in control that occurs prior to the termination of Mr. Woodman’s services, a portion of the second tranche will vest (regardless of any service-based vesting conditions) to the extent that the acquisition price per share exceeds $24.00, such that the second tranche will fully vest if the acquisition price exceeds $34.03. Similarly, a portion of the third tranche will vest (regardless of any service-based vesting conditions) to the extent that the acquisition price per share exceeds $34.03, such that the third tranche will fully vest if the acquisition price exceeds $44.24.

(3)

The RSUs vest over a four year period, such that 1/4th of the shares vest on each anniversary of the vesting commencement date of January 24, 2015, provided that Mr. Lazar continues to be employed by or otherwise provides services to us. In addition, if Mr. Lazar is subject to a qualified termination in connection with a change in control, then the shares underlying any unvested equity award shall vest immediately prior to his termination. See “–Potential Payments upon Termination or Change in Control” below.

(4)

The option shall vest over a five year period, such that 1/5th of the shares shall vest on the first anniversary of his vesting commencement date of January 24, 2014 and the remainder to vest as to 1/60th of the shares monthly thereafter, provided that Mr. Lazar continues to be employed by or otherwise provides services to us. In addition, if Mr. Lazar is subject to a qualified termination in connection with a change in control, then the shares underlying any unvested equity award shall vest immediately prior to his termination. In November 2014 we accelerated 180,000 of the shares underlying the option in connection with Mr. Lazar’s participation in our follow-on offering. See “–Potential Payments upon Termination or Change in Control” below.

(5)

The RSUs vest over a four year period, such that 1/16th of the shares will vest on each three month anniversary of the vesting commencement date of June 2, 2014, subject to Mr. Bates’ continuing status as an employee or service provider through each such date. In addition, such option shall accelerate if Mr. Bates is subject to a qualified termination or a qualified termination in connection to a change in control as further described below in “–Potential Payments upon Termination or Change in Control.”

(6)

The option vests over a four year period, such that 1/48th of the shares subject to this stock option shall vest on each monthly anniversary of the vesting commencement date of June 2, 2014, subject to Mr. Bates’ continuing status as an employee or service provider through each such date. In addition, such option shall accelerate if Mr. Bates is subject to a qualified termination or a qualified termination in connection to a change in control as further described below in “–Potential Payments upon Termination or Change in Control.”

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(7)

The RSUs vest over a four year period, such that 1/4th of the RSUs shall vest on each anniversary of the vesting commencement date, of January 29, 2014 provided that Ms. Richardson continues to provides services to us. Effective February 27, 2015, Ms. Richardson resigned and ceased to serve as our Chief Operating Officer. Pursuant to her change in control and severance agreement, Ms. Richardson shall continue to vest in her equity awards for 12 months pursuant to her continued service as a limited consultant. See “–Potential Payments upon Termination or Change in Control” below.

(8)	The RSUs vest over a five year period, such 1/2 of the RSUs shall vest on the four year anniversary of the vesting commencement date of January 29, 2014 and 1/2 shall vest on the five year anniversary of the vesting commencement date. Effective February 27, 2015, Ms. Richardson resigned and ceased to serve as our Chief Operating Officer and the shares underlying this RSU award were forfeited.

(1)

Except as otherwise described in these footnotes, all options vest as to 1/4th of the shares of Class B common stock underlying the options on the first anniversary of the vesting commencement date and as to 1/48th of the shares underlying the option each month thereafter. The vesting commencement date for Mr. Lazar’s option grant is January 24, 2014, the vesting commencement date for Ms. Richardson’s option grant is February 12, 2013 and the vesting commencement date for Ms. Zezima’s option grant is July 29, 2013. Any options exercised prior to their vesting date would be subject to forfeiture as specified in the 2010 Plan. In addition, if the executive is subject to a qualified termination in connection with a change in control, then the shares underlying any unvested equity award shall vest immediately prior to the termination of the executive, pursuant to the severance and change in control policy adopted in January 2014 (described below).

(2)

Represents the fair market value of a share of our Class B common stock, as determined by our board of directors, on the grant date. See the section titled “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and estimates—Stock-based compensation” included in our annual report on Form 10-K for the year ending December 31, 2014 filed on February 20, 2015 for a discussion of the valuation of our Class B common stock.

(3)

Includes two tranches of 1,500,000 RSUs each. Each of the second and third tranches vests monthly over 36 months from the grant date, with vesting conditional upon Mr. Woodman’s continued service and our Class A common stock having a closing price per share for 30 consecutive days equal to or greater than $34.03 and $44.24, respectively. Such market-based performance conditions for the second and third tranches were satisfied as of January 21, 2015. At that time, pursuant to the service-based vesting condition, the award was settled as to 583,332 shares of our common stock, with the remaining shares covered by the second and third tranches of the RSUs subject to vesting at the rate of 1/36th of the total number of shares covered by those tranches on the monthly anniversary of the date of grant, commencing on February 3, 2015. Upon a change in control that occurs prior to the termination of Mr. Woodman’s services, a portion of the second tranche will vest (regardless of any service-based vesting conditions) to the extent that the acquisition price per share exceeds $24.00, such that the second tranche will fully vest if the acquisition price exceeds $34.03. Similarly, a portion of the third tranche will vest (regardless of any service-based vesting conditions) to the extent that the acquisition price per share exceeds $34.03, such that the third tranche will fully vest if the acquisition price exceeds $44.24.

(4)	The option shall vest over a five year period, such that 1/5th of the shares shall vest on the one year vesting commencement date of January 24, 2014 and the remainder to vest as to 1/60th of the shares monthly thereafter, subject to Mr. Lazar’s continuing status as

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(5)

The RSUs vest over a four year period, such that 1/4th of the shares vest on each yearly anniversary of the vesting commencement date of January 24, 2014, subject to Mr. Lazar’s continuing status as an employee or service provider through each such date. In addition, if Mr. Lazar is subject to a qualified termination in connection with a change in control, then the shares underlying any unvested equity award shall vest immediately prior to his termination. See “–Potential Payments upon Termination or Change in Control” below.

(6)

The option vests over a four year period, such that 1/48th of the shares subject to this stock option shall vest on each monthly anniversary on the vesting commencement date of June 2, 2014, subject to the Mr. Bates’ continuous status as an employee or service provider through each such date. In addition, such option shall accelerate if Mr. Bates is subject to a qualified termination or a qualified termination in connection to a change in control as further described below in “–Potential Payments upon Termination or Change in Control.”

(7)

The RSUs vest over a four year period, such that 1/16th of the shares will vest on each three month anniversary of the vesting commencement date of June 2, 2014 subject to the Mr. Bates’ continuous status as an employee or service provider through each such date. In addition, such option shall accelerate if Mr. Bates is subject to a qualified termination or a qualified termination in connection to a change in control as further described below in “–Potential Payments upon Termination or Change in Control.”

(8)

In addition to the time-based vesting indicated in footnote (1), an additional 25,000 of the shares became vested and exercisable on February 12, 2015 because we achieved the goals approved by our board of directors under our 2014 Operating Plan. Effective February 27, 2015, Ms. Richardson resigned and ceased to serve as our Chief Operating Officer. Pursuant to her change in control and severance agreement, Ms. Richardson shall continue to vest in her equity awards for 12 months pursuant to her continued service as a limited consultant. See “–Potential Payments upon Termination or Change in Control” below.

(9)	See the vesting schedule of such RSUs described in footnotes 7 and 8 to the Grants of Plan-Based Awards table above.

(1)	Includes 15,547 shares underlying RSUs settled in December 2014 on a cashless basis, for which Mr. Bates received a net of 7,761 shares of Class B common stock.

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•	$350,000, representing 12 months of her current base pay;

•	$387,081, representing an amount equal to her annual bonus for 2014;

•	$36,000, representing $3,000 per month for 12 months in lieu of employee benefits; and

•	continued vesting of her equity awards subject to her providing services as a limited consultant until February 27, 2016.

(1)	The value of accelerated vesting is calculated based on the closing price of our common stock on the NASDAQ Stock Market as of December 31, 2014 ($63.22) less, if applicable, the exercise price of each outstanding stock option.

(2)	Assumes the achievement of certain performance requirements upon a change in control alone.

(3)	The acceleration of vesting assumes achievement of certain performance requirements upon a change in control alone and is triggered by such change in control alone.

(4)	Upon Ms. Richardson’s resignation from her service as Chief Operating Officer effective February 27, 2015, Ms. Richardson received the severance benefits described above in “–Potential Payments upon Termination or Change in Control.”

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(1)	Includes our 2010 Plan and 2014 Plan. Excludes purchase rights accruing under our 2014 Employee Stock Purchase Plan.

(2)	The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of RSUs, since RSUs have no exercise price.

(3)

There are no shares of common stock available for issuance under our 2010 Plan, but that plan will continue to govern the terms of options granted thereunder. Any shares of Class B common stock that are subject to outstanding awards under the 2010 Plan that are issuable upon the exercise of stock options that expire or become unexercisable for any reason without having been exercised in full will generally be available for future grant and issuance as shares of Class A common stock under our 2014 Plan. In addition, the number of shares reserved for issuance under our 2014 Plan increased automatically by 4,757,202 on January 1, 2015 and will increase automatically on the first day of January of each of 2016 through 2024 by the number of shares equal to 3% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors. There are 3,367,557 shares of Class A common stock available for issuance under the 2014 Employee Stock Purchase Plan. The number of shares reserved for issuance under our 2014 Employee Stock Purchase Plan increased automatically by 1,585,734 on January 1, 2015 and will increase automatically on the first day of January of each year during the term of the 2014 Employee Stock Purchase Plan by the number of shares equal to 1% of the total outstanding shares of our common stock (which includes outstanding shares of our Class A common stock, outstanding shares of our Class B common stock, outstanding stock options and outstanding RSUs) as of the immediately preceding December 31 or a lower number approved by our board of directors.

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•	we have been or are to be a participant;

•	the amount involved exceeds $120,000; and

•	any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

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1.	OBJECTIVE: The objective of the Executive Bonus Plan (“Plan”) is to financially incentivize and reward executives based upon the Company’s performance and for their individual contributions to the success of GoPro.

2.

PARTICIPANTS: This Plan applies to GoPro Executives who 1) begin work before the first day of the Company’s fourth quarter (October 1), 2) are actively employed on the day bonuses are paid, and 3) are not covered by any other bonus, commission, or incentive plan (“Participants”). This Plan excludes employees who are not expressly classified by GoPro as “regular,” including but not limited to temporary employees.

3.	CHANGES IN PLAN: The Company reserves the right, in its sole discretion, to modify or terminate the Plan in total or in part, at any time. Any such change must be in writing and approved by the Compensation and Leadership Committee of the Board of Directors. However, no modification or termination shall apply retroactively as to cause a forfeiture of an earned Bonus.

4.

INTERPRETATION OF PLAN: In the event of a question or dispute involving the interpretation or administration of the Plan, the Compensation and Leadership Committee will interpret and administer the Plan. The decision of the Compensation and Leadership Committee shall be made based upon its sole discretion, and shall be final and binding. All inquiries should be in writing to the VP, People, who will forward the inquiry to the Compensation and Leadership Committee for consideration and decision within 30 business days.

5.	ENTIRE AGREEMENT: This Plan is the entire plan between GoPro and Participants and supersedes all prior compensation or incentive plans or any written or verbal representations regarding the subject matter of this Plan.

1.

ELIGIBLE EARNINGS are defined as base pay as listed in Workday (“Eligible Earnings”), prorated for hire date, base pay rate changes, bonus target percent changes and leaves of absence (proration based on 365 days in the year) that occur the plan year. Eligible earnings exclude Company payments in addition to base pay including but not limited to payments for moving or relocation allowances, or other bonuses or commissions. Changes to base pay throughout the calendar year will be reflected in final wages used to calculate the bonus.

2.

BONUS TARGET is the percentage of Eligible Earnings to be paid out, determined by each participant’s position and communicated at the time of hire or as amended in writing. The bonus is 30% weighted on Individual Performance to measurable objectives (“Individual Performance Bonus”), and 70% weighted on Company Performance (“Company Performance Bonus”). The Individual Performance Bonus can be between 0% and 130% of the Bonus Target, and will be determined by executive management and confirmed by the Compensation and Leadership Committee. The Company Performance bonus can be between 0% and 200% of the Bonus Target, and is calculated from performance against annual operating plan targets set by the Board of Directors for revenue (up to 110% of target), operating profit (up to 120% of target), and gross margin (up to 105% of target) as a straight sum of the following contributions:

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3.

BONUS VESTING AND PAYMENTS: Bonuses are earned on the date of payment and not sooner, either in whole or in part. Bonuses will be paid as soon as practicable after the Company announces its financial results for the fiscal year, which generally occurs in the first quarter of the succeeding year. Bonuses, if any, will be paid before March 15 of the following calendar year. All bonus payments will be made net of applicable withholding taxes.

4.

TRANSFERS: Employees who participate in the Plan and who transfer to a new position not covered by this Plan and instead covered by another bonus, sales or incentive plan may be considered for a Bonus calculated on a pro-rata basis for the applicable period. The Senior Compensation Manager will coordinate and administer this Plan with the other bonus, sales, or incentive plan and his/her determinations shall be final and binding.

5.

INACTIVE EMPLOYEES: Employees on leave of absence, extended vacation or out of the office will be considered for a prorated Bonus for both the Company Performance and Individual Performance (based upon their level of performance and contribution while actively employed during the plan year). The proration will be calculated based on the percentage of the year worked. The Senior Compensation Manager will determine the appropriate proration and his/her determinations shall be final and binding.

6.	TERMINATION OF EMPLOYMENT BEFORE DATE OF PAYMENT: A Participant who terminates employment before the date the bonus is earned, whether termination is voluntary or involuntary, shall earn no Bonus.

7.

EMPLOYMENT AT WILL: The employment of all Plan Participants at GoPro is for an indefinite period of time and is terminable at will, at any time by either party, with or without cause being shown or advance notice by either party. This Plan shall not be construed to create a contract of employment for a specified period of time between GoPro and any Plan Participant, or to change the at-will employment status of any Participant.

8.

GENERAL PROVISIONS: Bonus payments represent unfunded and unsecured obligations of the Company and a holder of any right hereunder in respect of any incentive payment shall have no rights other than those of a general unsecured creditor to the Company. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any bonus payment shall be determined in accordance with the laws of the State of California (without giving effect to principles of conflicts of laws thereof) and applicable Federal law. No incentive payment made under the Plan shall be intended to be deferred compensation under Section 409A of the Code and will be interpreted accordingly.

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