Vistaprint 2012 Annual Report Download - page 144

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Fees
We pay our supervisory directors the following fees for their service on our Supervisory Board:
All supervisory directors ‰$24,000 retainer per fiscal year
‰$10,000 retainer per fiscal year for each committee of
the Supervisory Board on which the director serves
‰$3,000 for each regularly scheduled Supervisory Board
meeting that the director physically attends
Chairman of the Supervisory Board $15,000 retainer per fiscal year
Chairman of our Audit Committee $15,000 retainer per fiscal year
Chairmen of our Compensation Committee and
Nominating and Corporate Governance
Committee
$10,000 retainer per fiscal year
We also reimburse our supervisory directors 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:
(1) 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
(2) restricted share units having a fair value equal to $110,000 granted under our 2011 Equity Incentive
Plan.
Each newly appointed supervisory director receives two equity grants upon his or her initial appointment to
the Supervisory Board:
(1) 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
(2) restricted share units having a fair value equal to $125,000, granted under our 2011 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 three months 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 appro-
priate to reflect the fair market value of the equity awards. In fiscal 2012, we used the Black-Scholes model to
determine fair market value of share options.
Compensation Committee Interlocks and Insider Participation
During fiscal 2012, Messrs. Gyenes, Overholser, and Page served as members of our Compensation Commit-
tee. During fiscal 2012, 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.
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