Form 8-K CRAFT BREW ALLIANCE, For: Oct 31

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2014

CRAFT BREW ALLIANCE, INC.

(Exact Name of Registrant as Specified in Charter)

(Address of Principal Executive Offices, Zip Code)

(503) 331-7270

(Registrants Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(a) and (e)������������� On October 31, 2014, Craft Brew Alliance, Inc. (the "Company"), entered into a Transition and Separation Agreement with Mark D. Moreland in connection with the transition of his position with the Company.

Mr. Moreland will continue to serve as the Company's Chief Financial Officer until December 31, 2014. He has agreed to serve as a senior consultant to the Company thereafter until May 31, 2015 (the "Termination Date"). His continued employment will be subject to the terms and conditions of his employment letter, dated March 29, 2010 (the "Moreland Letter"), with supplemental terms as follows:

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An annual base salary of $256,000, with no entitlement to new equity grants or cash bonus payments for services performed after December 31, 2014.

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The termination of employment on the Termination Date, will be treated as a termination other than "for cause," triggering Mr. Moreland's right under the Moreland Letter to receive six months of continuing salary payments as severance.

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In the event Mr. Moreland's employment continues through the Termination Date or he is terminated other than "for cause" prior to such date, he will be eligible to receive any performance award due under his performance award agreement, effective May 22, 2013, subject to certain modifications, notwithstanding termination of employment prior to the vesting date. Such award will be settled in cash no later than March 14, 2016, with the amount of cash payable based on 74% of the value of shares issuable under the award, calculated based on the Company's stock price as of March 13, 2016. For additional details regarding the Moreland Letter and Mr. Moreland's performance award granted in 2013, see the Company's Definitive Proxy Statement for its 2014 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 16, 2014.

Mr. Moreland will forfeit his rights to further severance benefits if he becomes employed by or associated with a brewing or other company that is a competitor of the Company or Anheuser-Busch, LLC; provided that this provision does not apply to wineries or distillers that do not also manufacture or sell malt beverages.

The foregoing summary of the material terms of the Transition and Separation Agreement with Mr. Moreland is qualified in its entirety by reference to the full agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference. The Company's press release dated November 5, 2014, announcing Mr. Moreland's departure is filed as Exhibit 99.1 to this report and is also incorporated by reference.

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Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits:The following exhibits are filed with this Form 8-K:

Exhibit 10.1

Transition and Separation Agreement between the Company and Mark D. Moreland, dated October 31, 2014

Exhibit 99.1

Press release dated November 5, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

TRANSITION AND SEPARATION AGREEMENT

The parties to this Transition and Separation Agreement (this "Agreement") are Mark D. Moreland ("Employee") and Craft Brew Alliance, Inc. (the "Company"). This Agreement is effective as of January 1, 2015 (the "Effective Date").

RECITALS

A.	Employee is employed by the Company pursuant to a letter agreement dated March 29, 2010 (the "Employment Letter").

B.	The Company wishes to terminate Employee's employment with the Company effective May 31, 2015 (the "Termination Date").

C.	The Company and Employee wish to provide for the smooth transition of Employee's duties and responsibilities.

AGREEMENT

The Company and Employee agree as follows:

1.

Except as otherwise provided in this Agreement, the terms and provisions of the Employment Letter will continue to apply to Employee's employment with the Company. Nothing in this Agreement shall be considered grounds for a "good reason" termination by Employee under the Employment Letter.

2.

Unless earlier terminated, Employee's employment with the Company will end on the Termination Date. The Company will pay Employee all earned and unpaid wages and all unused Paid Time Off accrued through the Termination Date as provided in the Employment Letter. The Company will accomplish this payment by mailing to Employee a check for such amounts to the home address he has on record with the Company. Employee recognizes that the payment will be less regular deductions and withholdings.

3.

As of the Effective Date, Employee's title will be Senior Consultant.

4.

From the Effective Date through the Termination Date, Employee will be available to provide services for the Company when and as requested pursuant to reasonable notice by the Companys CEO.

5.

As of the Effective Date, Employee's annual base rate of salary will be $256,000. Employee shall not be entitled to any new equity grants or a cash incentive bonus with respect to services performed after December 31, 2014.

6.

Employee's termination under this Agreement on the Termination Date will be treated as a termination by the Company other than "for cause" under the Employment Letter, and Employee will be entitled to the severance and other benefits provided for in the Employment Letter on the terms set forth therein; provided, however, that for purposes of this Agreement and the Employment Letter, in addition to the grounds for termination "for cause" specified in the Employment Letter, a breach of this Agreement by Employee, including without limitation any willful failure to perform work or tasks assigned to Employee by the Companys CEO in a time and manner reasonably acceptable to the Company, will be grounds for a "for cause" termination by the Company.

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7.

As set forth in the Employment Letter, if Employee becomes employed by or associated with a brewing or other company that the Company determines, in its reasonable discretion, is a competitor of the Company or Anheuser-Busch, LLC, Employee's severance benefits will terminate as of the effective date of such employment or association; provided, however, that for the avoidance of doubt, competitors for purposes of this Agreement do not include wineries or distillers that do not also manufacture or sell malt beverages.

8.

In addition to the severance benefits provided for in the Employment Letter, if Employee's employment continues until the Termination Date, or Employee is terminated by the Company other than "for cause" prior to the Termination Date, Employee will continue to be eligible for the Performance Award payable pursuant to the Performance Award Agreement between Employee and the Company dated effective May 22, 2013 (the "Continuing Award"), subject to the modifications set forth below, notwithstanding that Employee's employment will have terminated prior to the "Vesting Date" set forth in the agreement granting the Continuing Award. The Continuing Award is hereby modified such that it will be settled in cash no later than March 14, 2016, with the cash payment equal to 74% of the product of the number of shares otherwise issuable with respect to the Continuing Award and the closing share price of the Company's common stock on March 13, 2016. Payment of the Continuing Award with respect to a performance goal continues to be subject to the written determination of the administrator of the Continuing Award after January 1, 2016, that the Company has achieved (A) with respect to the 3-Year Net Sales goal at least 92.64% of the specified performance goal and (B) with respect to the 3-Year Adjusted EBITDA goal at least 84.67% of the specified performance goal, and the respective portion of the Continuing Award is forfeited if such goal is not met. Additionally, in the event that (A) Employee's severance benefits are terminated pursuant to Paragraph 7 above prior to the payment of the Continuing Award or (B) Employee fails to execute the general release of claims contemplated in the Employment Letter within 30 days following the Termination Date (provided that such release will not require Employee to release the Company from any claims arising out of this Agreement), all of Employee's rights with respect to the Continuing Award will be forfeited.

9.

The Company will not contest any application by Employee for unemployment benefits based on a termination on the Termination Date.

10.

If the Company receives a reference request from a prospective employer of Employee, the Company will respond consistent with its press releases regarding Employee. Employee is permitted to seek references from individual employees of the Company.

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11.

Employee will make no negative or disparaging oral or written remarks or statements about the Company, its officers, directors, or employees, or its products to any person or entity, either publicly or privately, including, without limitation, on any social networking, blog, or similar Internet site. Company will make no negative or disparaging oral or written remarks or statements about Employee to any person or entity, either publicly or privately, including, without limitation, on any social networking, blog, or similar Internet site.

12.

Employee acknowledges and reaffirms Employee's continuing obligations under any Confidentiality Agreement that Employee entered into in connection with Employee's employment with the Company, and Employee will strictly comply with the terms of the Confidentiality Agreement.

13.

Except as otherwise provided in this Agreement and the Employment Letter, including without limitation Paragraph 12 above, this Agreement constitutes the entire agreement of the parties concerning the subject matter of this Agreement.

14.

The parties acknowledge that the only consideration for this Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Agreement, and that this Agreement has been executed voluntarily.

15.

The severance and other benefits under this Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code by reason of being either "short-term deferrals" within the meaning of Treasury Regulation Section 1.409A-1(b)(4) or separation pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii). All provisions of this Agreement shall be interpreted in a manner consistent with preserving these exemptions.

16.

If any litigation, suit, or proceeding is instituted to enforce, interpret, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, its attorneys fees and costs at trial, any appeal, collection of the award, or the enforcement of any order.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CRAFT BREW ALLIANCE CFO TO TRANSITION OUT OF ROLE

AT THE END OF 2014

Portland, Ore. (November 5, 2014)  Craft Brew Alliance, Inc. (CB^A) (Nasdaq: BREW), an independent craft brewing company, today announced that Mark D. Moreland, chief financial officer, will transition out of the CFO role effective December 31, 2014 and will assist the Company in a consultant capacity through the middle of 2015.

During the past six years, Mark has played an instrumental role in helping evolve CB^A to the healthy and growing company that we are today, said Andy Thomas, chief executive officer, CB^A. From the initial merger between Widmer Brothers and Redhook, to the addition of Kona Brewing in 2010, and most recently, the expanded operations in Memphis, his leadership and financial expertise have been indispensable. On behalf of the entire company, I am deeply grateful for Marks many contributions, as well as his passion and commitment to CB^As success during these years. We wish him the very best in his next endeavor.

Mr. Moreland has served as the principal financial officer of the Company since 2008. He initially joined Widmer Brothers Brewing as CFO in April 2008 in preparation for the merger of Widmer Brothers and Redhook and has served as CB^As chief financial officer since the merger in July 2008. Before joining the company, Mr. Moreland was Executive Vice President and Chief Financial Officer of Knowledge Learning Corporation and held various senior-level finance positions, including interim CFO, with Movie Gallery, Inc. and Hollywood Entertainment Corporation, which Movie Gallery acquired in 2005. Mr. Moreland received an MBA from the University of Michigan and a B.S. in Economics from the University of Texas at Arlington.

I have been very fortunate to have had the opportunity to help CB^A nearly double its revenue, while significantly improving its financial health over the last six years. I am confident CB^A will continue to set itself apart in an increasingly competitive market, said Moreland. I look forward to helping the team continue to advance the companys strategy in the first half of next year, and am also excited to pursue new opportunities in my professional career.

Mr. Moreland will continue to direct the company's finance organization through the end of the year. Beginning January 1, 2015, he will serve as a senior consultant to assist in the CFO transition through May 31, 2015. The Company is initiating the search for a new CFO and will make an announcement when an appointment is made.

CB^A is an independent, publicly traded craft brewing company that was formed through the merger of leading Pacific Northwest craft brewers  Widmer Brothers Brewing and Redhook Ale Brewery  in 2008. With an eye toward preserving and growing one-of-a-kind craft beers and brands, CB^A welcomed Kona Brewing Company in 2010, and then launched Omission beer in 2012 and Square Mile Cider Company in 2013.

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When Kurt & Rob Widmer founded Widmer Brothers Brewing in 1984, they didnt confine their brewing exploration to strict style guidelines. To this day, Widmer Brothers continues to create craft beers with a unique and unconventional twist on traditional styles that are award winning and please a wide range of craft beer lovers. Redhook began in a Seattle transmission shop in 1981 and those colorful roots are reflected in the brands personality to this day. The eminently drinkable beers consistently win awards and please crowds across the United States. Kona Brewing was founded in 1994 by the father and son team of Cameron Healy and Spoon Khalsa, who dreamed of crafting fresh, local-island brews with spirit, passion and quality. As the largest craft brewery in Hawaii, Kona personifies the laid-back, passionate lifestyle and environmental respect of the Hawaiian people and culture. Omission beer is the first craft beer brand in the United States focused exclusively on brewing great tasting craft beers with traditional beer ingredients, including malted barley, that are specially crafted to remove gluten. Square Mile Cider was inspired by the fortitude and perseverance of the original pioneers and reinvigorates an enduringly classic beverage.

For more information, visit: www.craftbrew.com.

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