Vistaprint 2012 Annual Report Download - page 132

Our actual adjusted fiscal 2012 EPS of $1.23 was between the medium and upper ranges of our EPS goals
under these 2012-2015 awards, so we paid 108% of target levels to our named executive officers based on the
formula set forth in their agreements, as follows:
Name
2012-2015 Awards
Target Fiscal
2012 Incentive
($)
Actual Fiscal 2012
Incentive Paid
(108% of Target)
($)
Robert S. Keane .......................................... $142,500 $153,900
Katryn Blake ............................................. 93,750 101,250
Donald R. Nelson ......................................... 75,000 81,000
Nicholas Ruotolo ......................................... 93,750 101,250
Ernst J. Teunissen ......................................... 93,750 101,250
Benefit Programs
The Compensation Committee believes that all employees based in the same geographic location should
have access to similar levels of health and welfare benefits, and therefore our executive officers receive the same
health and welfare benefits, including medical, dental, vision, and disability plans, group life and accidental death
and disability insurance and other benefit plans, as those offered to other employees in their location. U.S. based
employees may also participate in a 401(k) plan that provides a company match of up to 50% on the first 6% of
the participant’s eligible compensation that is contributed, subject to certain limits under the U.S. Internal Rev-
enue Code, with company matching contributions vesting over a four-year period.
Perquisites
In general, executives are not entitled to benefits that are not otherwise available to all other employees who
work in the same geographic location. We do, however, from time to time enter into arrangements with some of
our named executive officers to reimburse them for living and relocation expenses relating to their work outside
of their home countries. You can find more information about these arrangements in the Summary Compensation
Table of this proxy statement.
Severance
When Nicholas Ruotolo resigned as an executive officer of Vistaprint, we entered into a transition agreement
dated June 28, 2012 with Mr. Ruotolo providing for Mr. Ruotolo’s ceasing to be a full-time employee, resigning
from the position of President, Vistaprint Europe, and transitioning to a new part-time role with Vistaprint. Under
this agreement, we agreed to pay Mr. Ruotolo a stipend of $5,000 per month through December 31, 2012, in lieu of
his previous salary, as well as severance payments equal to $735,000 in the aggregate, a lump sum payment of
$346,413 in satisfaction of all expatriate allowances and reimbursements and repatriation benefits that he otherwise
would have received under his expatriate agreement with Vistaprint, and acceleration of the vesting of his restricted
share units that would have vested between July 1, 2012 and December 31, 2013.
Executive Retention and Other Agreements
We have entered into executive retention agreements with all of our executive officers. Under the executive
retention agreements, if we terminate an executive officer’s employment without cause (as defined in the agree-
ments) or the executive terminates his or her employment for good reason (as defined in the agreements) before a
change in control of Vistaprint or within one year after a change in control (as defined in the agreements), then
the executive is entitled to receive:
‰A lump sum severance payment equal to two years’ salary and bonus, in the case of Mr. Keane, or one
year’s salary and bonus, in the case of the other executive officers. These severance payments are based
32