Vistaprint 2012 Annual Report Download - page 135

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(1) Amounts in this column for Termination Without Cause or With Good Reason represent severance amounts pay-
able under the executive retention agreements, and amounts in this column for Change in Control represent the
acceleration of cash incentive awards. The amounts of the incentive awards included in these amounts were calcu-
lated based on the target amounts payable if Vistaprint had met its targets for the applicable periods. Cash
incentive awards that the named executive officers earned as of June 30, 2012 irrespective of a termination without
cause or change in control have been excluded. Some of the amounts would be payable to Messrs. Keane, Ruoto-
lo, and Teunissen in whole or in part in Euros. For purposes of this table, we converted these executive officers’
payments from Euros to U.S. dollars based on the 30-day average currency exchange rate for June 1-30 of the fis-
cal year to which the payments related. For June 2012 the currency exchange rate we used was 1.2483.
(2) Amounts in this column represent the value of unvested, in-the-money 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 $32.30 per share, which was the closing price of our ordinary shares on
NASDAQ on June 29, 2012, the last trading day of our fiscal year 2012. The values in this column are $0
because none of the executives’ unvested options were in the money on that date.
(3) Amounts in this column represent the value of restricted share units upon the triggering event described in the
first column, based on $32.30 per share, which was the closing price of our ordinary shares on June 29, 2012.
(4) Amounts reported in this column represent the estimated cost of providing employment related benefits
(such as insurance for medical, dental, and vision) during the period the named executive officer is eligible to
receive those benefits under the executive 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. Our Compensa-
tion Committee has decided that after August 1, 2012, we will no longer include such tax gross-up provisions
in the executive retention agreements that we enter into with our future executives.
(6) Mr. Ruotolo resigned as a Vistaprint executive officer effective July 1, 2012. In connection with his resig-
nation, Mr. Ruotolo’s executive retention agreement terminated and was replaced by a transition agreement
described in more detail in the section entitled “Severance” above. Under the transition agreement,
Mr. Ruotolo received severance payments, equity acceleration, and other benefits that are significantly
different from the hypothetical amounts in this table.
We have also entered into indemnification agreements with our executive officers that provide the execu-
tives 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 executive officers other than himself. Other employees of Vistaprint also participate in the prepa-
ration of materials presented to or requested by the Compensation Committee for use and consideration at Com-
pensation Committee meetings.
Share Ownership Guidelines
In May 2011, we instituted share ownership guidelines for all of our executive officers and members of our
Supervisory Board. The guidelines require our executive officers and supervisory directors to hold Vistaprint
equity, including ordinary shares they hold directly or indirectly, unvested restricted share units and vested,
unexercised, in-the-money share options, with a value, based on the two-year trailing average of the closing
prices of Vistaprint’s ordinary shares on NASDAQ, equal to or greater than a multiple of the executive officer’s
annual base salary or the supervisory director’s annual retainer, as follows:
‰Chief Executive Officer: 5 times annual base salary
‰Other executive officers: 3 times annual base salary
‰Supervisory directors: 5 times Supervisory Board annual cash retainer
Proxy Statement
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