Vistaprint 2012 Annual Report Download - page 133

on the executive’s then current base salary plus the greater of (1) the target bonus for the then current fis-
cal year, or (2) the target bonus for the then current fiscal year multiplied by the average actual bonus
payout percentage for the previous three fiscal years.
‰With respect to any outstanding annual incentive award under our Performance Incentive Plan, a pro rata
portion, based on the number of days from the beginning of the then current fiscal year until the date of
termination, of his or her target incentive for the fiscal year multiplied by the average actual payout per-
centage for the previous two fiscal years. If there is no change in control of Vistaprint during the fiscal
year, this pro rata portion is capped at the actual amount of annual incentive that the executive would have
received had he or she remained employed by Vistaprint through the end of the fiscal year.
‰With respect to any outstanding multi-year award under our Performance Incentive Plan, a pro rata por-
tion, based on the number of days from the beginning of the then current performance period until the date
of termination, of his or her mid-range target incentive for the then current performance period multiplied
by the average actual payout percentage for the previous two fiscal years. If there is no change in control
of Vistaprint during the applicable performance period, this pro rata portion is capped at the actual amount
of incentive for the performance period that the executive would have received had he or she remained
employed by Vistaprint through the end of the performance period.
‰The continuation of all other employment-related benefits for two years after the termination in the case of
Mr. Keane, or one year after the termination in the case of our other named executive officers.
The executive retention agreements also provide that, upon a change in control of Vistaprint, all equity
awards granted to each executive officer will accelerate and become fully vested; each executive’s multi-year
incentive awards under our Performance Incentive Plan will accelerate such that the executive will receive the
mid-range target bonus for the then current performance period and each performance period after the change in
control; and each executive will receive a pro rata portion, based on the number of days in the fiscal year before
the change in control, of his or her target annual incentive award for that fiscal year.
In addition, if after a change in control Vistaprint’s successor terminates the executive without cause, or the
executive terminates his or her employment for good reason (as defined in the agreements), then each of the
executive’s equity awards remains exercisable until the earlier of one year after termination or the original
expiration date of the award. If an executive is required to pay any excise tax pursuant to Section 280G of the
U.S. Internal Revenue Code of 1986, as amended, as a result of compensation payments made to him or her, or
benefits obtained by him or her (including the acceleration of equity awards), resulting from a termination or
change in ownership or control of Vistaprint, we are required to pay the executive an amount, referred to as a
gross-up payment, equal to the amount of such excise tax plus any additional taxes attributable to such gross-up
payment. However, if reducing the executive’s compensation payments by up to $50,000 would eliminate the
requirement to pay an excise tax under Section 280G of the Code, then Vistaprint has the right to reduce the
payment by up to $50,000 to avoid triggering the excise tax and thus avoid providing gross-up payments to the
executive. Our Compensation Committee has decided that after August 1, 2012, we will no longer include such
excise tax gross-up provisions in the executive retention agreements that we enter into with our future executives.
Proxy Statement
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