Vistaprint 2013 Annual Report Download - page 111

The major provisions of the Performance Incentive Plan are as follows:
Administration. Our Compensation Committee administers the Performance Incentive Plan, and all of the
members of the Committee are “outside directors” under Section 162(m) of the Code. The Compensation Com-
mittee establishes the rules and regulations it deems necessary or advisable to administer the Performance
Incentive Plan, selects participants, sets the performance criteria and targets, and makes all decisions with respect
to the Performance Incentive Plan.
Eligibility. Eligibility for participation in the Performance Incentive Plan is limited to “covered employ-
ees” under Section 162(m) of the Code and key employees of Vistaprint or a related company (as that term is
used in the Performance Incentive Plan) who are designated to participate in the Performance Incentive Plan
from time to time, as determined in the sole discretion of the Compensation Committee. The Compensation
Committee expects that the members of our Management Board and our other executive officers will participate
in the Performance Incentive Plan. The Compensation Committee will select eligible participants no later than
90 days after the beginning of a performance period that is at least 12 months in duration (or, if shorter, before
25% of the performance period has elapsed).
Since none of the members of our Supervisory Board is employed by Vistaprint in any other capacity, none
of the members of our Supervisory Board is eligible to participate or receive any awards under the Performance
Incentive Plan.
Limitation of Benefits. Under the Performance Incentive Plan, no participant may receive an award greater
than $15,000,000 for any year.
Determination of Performance Criteria and Performance Goals. No later than 90 days after the beginning
of a performance period that is at least 12 months in duration (or, if shorter, before 25% of the performance
period has elapsed), the Compensation Committee will specify in writing one or more performance criteria that
will apply during the performance period and develop performance goals for each participant. The Compensation
Committee has the right to use different performance criteria for different participants. When the Compensation
Committee sets the performance goals, it will establish general, objective rules that will be used to determine the
extent to which a participant’s performance goals have been met, such as the dollar amount or percentage target
for each performance criterion and the measurement period(s) and date(s). The Committee may choose one or
more of the performance criteria listed below, including dollar amounts or percentages based on the listed cri-
teria. The Compensation Committee has revised the Performance Incentive Plan from the version that our share-
holders originally approved in 2009 to include some additional criteria in the list below.
‰increase in shareowner value
‰earnings per share
‰revenue
‰revenue less cost of revenue
‰gross profit
‰gross or net margins
‰operating margins
‰operating expenses
‰net income
‰return on assets
‰return on shareowners’ equity
‰achievement of balance sheet or income statement objectives
‰total shareholder return
‰working capital
14