Vistaprint 2010 Annual Report Download - page 142

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Proxy Statement
Fees
In fiscal 2010, each supervisory director received an annual cash retainer of $13,000, payable in quarterly
installments, plus $3,000 for each regularly scheduled meeting of our Supervisory Board that the director
physically attended and $10,000 annually for each committee on which the supervisory director served.
Supervisory directors are also reimbursed for reasonable travel and other expenses incurred in connection with
attending meetings of our Supervisory Board and its committees.
Equity Grants
On the date of each annual general meeting, each supervisory director receives two equity grants: (i) a
share option to purchase a number of ordinary shares having a fair value equal to $50,000, up to a maximum
of 12,500 shares, granted under our 2005 Non-Employee Directors’ Share Option Plan, as amended; and
(ii) restricted share units having a fair value equal to $110,000, granted under our Amended and Restated 2005
Equity Incentive Plan.
Each newly appointed supervisory director receives two equity grants upon his or her initial appointment
to the Supervisory Board: (i) a share option to purchase a number of ordinary shares having a fair value equal
to $150,000, up to a maximum of 50,000 shares, granted under our 2005 Non-Employee Directors’ Share
Option Plan, as amended; and (ii) restricted share units having a fair value equal to $125,000, granted under
our Amended and Restated 2005 Equity Incentive Plan.
The supervisory directors’ options and restricted share units vest at a rate of 8.33% per quarter over a
period of three years from the date of grant, so long as the supervisory director continues to serve as a director
on each such vesting date. Each option expires upon the earlier of ten years from the date of grant or 90 days
after the supervisory director ceases to serve as a director. The exercise price of the options granted under our
2005 Non-Employee Directors’ Share Option Plan, as amended, is the fair market value of our ordinary shares
on the date of grant.
For the purposes of determining the number of share options and restricted share units to be granted at
each annual general meeting or upon initial appointment, the fair value of each share option and restricted
share unit is determined by the Supervisory Board using a generally accepted equity pricing valuation
methodology, such as the Black-Scholes model or binomial method for share options, with such modifications
as it may deem appropriate to reflect the fair market value of the equity awards. In fiscal year 2010, we used
the Black-Scholes model to determine fair market value of share options.
Compensation Committee Interlocks and Insider Participation
During fiscal 2010, Messrs. Gyenes, Overholser and Page served as members of our Compensation
Committee. During fiscal 2010, no member of our Compensation Committee was an officer or employee of
Vistaprint or of our subsidiaries or had any relationship with us requiring disclosure under SEC rules.
During fiscal 2010, none of our executive officers served as a member of the board of directors or
compensation committee (or other committee serving an equivalent function) of any entity that had one or
more executive officers serving as a member of our Supervisory Board or Compensation Committee.
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