Vistaprint 2012 Annual Report Download - page 141

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(1) Except as set forth in footnote 5 below, each share option has an exercise price equal to the fair market value
of our ordinary shares on the date of grant and becomes exercisable, so long as the named executive officer
continues to be employed with us, as to 25% of the shares subject to the option after one year and 6.25% per
quarter thereafter. Except as set forth in footnote 5, each share option expires 10 years after the date on
which it was granted.
(2) So long as the named executive officer continues to be employed with us, each restricted share unit vests,
and the vested shares are issued to the named executive officer, as to 25% of the shares subject to the unit
after one year and 6.25% per quarter thereafter.
(3) The market value of the restricted share units is determined by multiplying the number of restricted share
units by $32.30 per share, which was the closing price of our ordinary shares on NASDAQ on June 29, 2012,
the last trading day of our fiscal year 2012.
(4) All of Mr. Keane’s awards are held by his Trusts.
(5) These awards are premium-priced share options with an exercise price at least 33% higher than the closing
price of Vistaprint’s ordinary shares on NASDAQ on the grant date. The Compensation Committee chose
this exercise price in part because it is higher than the highest of the three-, six-, and twelve-month trailing
averages of Vistaprint’s share price on NASDAQ as of the July 28, 2011 public announcement of our five-
year growth strategy. The premium-priced share options vest over seven years and have an eight-year term.
Option Exercises and Shares Vested in the Fiscal Year Ended June 30, 2012
The following table contains information about option exercises and vesting of restricted share units on an
aggregated basis during fiscal 2012 for each of our named executive officers.
Option Awards Share Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
(1)($)
Number of Shares
Acquired on
Vesting
(#)
Value Realized
on Vesting
(2)($)
Robert S. Keane ............. — — 24,687 897,194
Katryn Blake ................ — — 25,942 958,815
Donald R. Nelson ............ — — 21,035 809,005
Nicholas Ruotolo ............ — — 45,820 1,599,615
Ernst J. Teunissen ............ — — 13,563 514,329
(1) Represents the net amount realized from all option exercises during fiscal 2012. In cases involving an
exercise and immediate sale, the value was calculated on the basis of the actual sale price. In cases involving
an exercise without immediate sale, the value was calculated on the basis of our closing sale price of our
ordinary shares on NASDAQ on the date of exercise.
(2) The value realized on vesting of restricted share units is determined by multiplying the number of shares that
vested by the closing sale price of our ordinary shares on NASDAQ on the vesting date.
Proxy Statement
41