Vistaprint 2010 Annual Report Download - page 131

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Restricted Share Units for Non-Executive Employees
We also grant restricted share units to our non-executive employees, based upon market practices for our
industry, size and geographic locations. As with equity grants to our executives, our restricted share unit
awards to our non-executive employees vest ratably over a four year period. These restricted share units are
intended to align the employees’ interests with those of our shareholders and serve as a retention tool.
Timing of Equity Grants
We grant equity awards to our named executive officers annually in conjunction with our review of their
individual performance and the independent consultant’s compensation study. The intent is to conduct this
review at the regularly scheduled meeting of the Compensation Committee held in conjunction with the
quarterly Supervisory Board meeting in the fourth quarter of each fiscal year. Accordingly, grants made in
fiscal 2010 were made at the May 2010 Compensation Committee meeting. Restricted share unit grants to
employees who are not named executive officers are typically made during our first fiscal quarter after the
conclusion of our performance review cycle in June of each year.
Long-Term Cash Incentive Compensation
For the first time in fiscal 2010, the Compensation Committee granted long-term cash incentive awards to
our named executive officers pursuant to four-year award agreements under the Performance Incentive Plan for
Covered Employees approved by our shareholders in November 2009. The Compensation Committee added
long-term cash incentive awards to the mix of compensation received by our named executive officers in order
to continue building on our pay-for-performance culture and philosophy, to enhance our ability to manage the
number of shares available under our equity compensation plans, and to balance the focus on stock price
appreciation created through equity awards with cash awards based on the achievement of financial metrics
that are drivers of long-term company and shareholder value creation.
Each long-term cash incentive award under the plan has a performance cycle of four fiscal years, and
each named executive officer is eligible to receive 25% of his or her total award for each fiscal year in the
performance cycle. At the beginning of each performance cycle, the Compensation Committee develops
performance goals for each fiscal year within that specific cycle. For the fiscal 2010 and 2011 long-term cash
incentive awards, the Compensation Committee based the performance goals on Vistaprint’s achievement of
EPS targets expressed as dollar values in the low, medium and upper ranges. The Compensation Committee
uses the same definition of EPS for purposes of the long-term cash incentive awards as it does for the annual
cash incentive awards described above. We measure performance on an annual basis and make payments for
each fiscal year in the performance cycle based on the level of goal achievement for that fiscal year. Actual
payout levels can range from 0% to 250% of target award depending on the year.
Fiscal 2010 long-term cash incentives
Under the long-term cash incentive awards we granted to our named executive officers in fiscal 2010,
each named executive officer is eligible to receive 25% of his or her total award for each of our fiscal years
ending June 30, 2010, 2011, 2012 and 2013 based on our achievement of EPS targets for each fiscal year. As
set forth in the four-year award agreements with our executive officers, our low EPS target for fiscal 2010 was
$1.33, our 2010 medium target was $1.43, and our 2010 upper target was $1.53. Because our actual EPS for
fiscal 2010 was $1.494, which was between the medium and upper ranges of our EPS targets, we paid 119.2%
of target levels to our executive officers based on the formula set forth in their agreements, as follows:
Name
Target Long-Term
Cash Incentive
for Fiscal 2010
($)
Actual Long-Term
Cash Incentive Paid
for Fiscal 2010
($)
Robert S. Keane................................... $234,375 $279,375
Wendy M. Cebula ................................. $140,000 $166,880
Michael Giannetto ................................. $110,000 $131,120
Janet F. Holian.................................... $140,000 $166,880
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