Vistaprint 2010 Annual Report Download - page 135

(2) Amounts in this column represent the value of share options upon the triggering event described in the first
column. The value of share options is based on the difference between the exercise price of the options
and $47.49 per share, which was the closing price of our ordinary shares on the NASDAQ Global Select
Market on June 30, 2010.
(3) Amounts in this column represent the value of restricted share units upon the triggering event described in
the first column, based on $47.49 per share, which was the closing price of our ordinary shares on June 30,
2010.
(4) Amounts reported in this column represent the estimated cost of providing employment related benefits
during the period the named executive officer is eligible to receive those benefits under the retention
agreements, which is two years for Mr. Keane and one year for the other named executive officers.
(5) Amounts in this column are estimates based on a number of assumptions and do not necessarily reflect the
actual amounts of tax gross-up payments that the named executive officers would receive.
Each named executive officer has signed a nondisclosure, invention assignment and non-competition and
non-solicitation agreement providing for the protection of our confidential information and ownership of
intellectual property developed by such executive officer and post-employment non-compete and non-solicita-
tion provisions. We have also entered into indemnification agreements with our named executive officers that
provide the executives with indemnification for actions they take in good faith as members of the Management
Board.
The Role of Company Executives in the Compensation Process
Although the Compensation Committee manages and makes decisions about the compensation process,
the Committee also takes into account the views of our Chief Executive Officer, who makes initial
recommendations with respect to named executive officers other than himself. Other employees of Vistaprint
also participate in the preparation of materials presented to or requested by the Compensation Committee for
use and consideration at Compensation Committee meetings.
Share Ownership Guidelines
We encourage, but do not require, the members of our Management Board (who are our named executive
officers) and Supervisory Board to own our ordinary shares.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of
1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our
Chief Executive Officer and to each other named executive officer (other than the chief financial officer)
whose compensation is required to be reported to our shareholders pursuant to SEC rules by reason of being
among our three most highly paid executive officers. This deduction limitation can apply to compensation paid
by U.S. subsidiaries of Vistaprint. Qualifying performance-based compensation is not subject to the deduction
limitation if certain requirements are met.
The Compensation Committee reserves the right to use its judgment to authorize compensation payments
that may be subject to the Section 162(m) limitation when it believes that such payments are appropriate and
in the best interests of Vistaprint and its shareholders, after taking into account business conditions or the
officer’s performance. Although the Compensation Committee considers the impact of Section 162(m) when
administering Vistaprint’s compensation plans, it does not make decisions regarding executive compensation
based solely on the expected tax treatment of such compensation. As a result, the Compensation Committee
may deem it appropriate at times to forego qualified performance-based compensation under Section 162(m)
in favor of awards that may not be fully tax-deductible by Vistaprint’s subsidiaries.
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