Vistaprint 2013 Annual Report Download - page 113

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Awards are payable in cash as soon as practicable following the end of the applicable performance period,
but no later than the end of the next succeeding fiscal quarter following the end of the applicable performance
period.
Awards are subject to forfeiture until paid for reasons established in the plan or a related award agreement.
The Performance Incentive Plan provides that any payments made under the plan will be offset for any monies
that the Compensation Committee determines are owed by the participant to Vistaprint.
Termination of Employment
Generally, a participant must be employed through the end of the applicable performance period in order to
receive payment of an award for such performance period. If a participant dies or becomes disabled (within the
meaning of Section 22(e)(3) of the Code) during the performance period, the participant’s estate or the partic-
ipant is entitled to a prorated award. Any prorated amount would not be paid until the performance period has
ended and the Compensation Committee has certified the level of achievement of the performance goals with
respect to the award. If a participant’s employment is terminated during the performance period for reasons other
than death or disability, the participant will not be eligible to receive any payment under the Performance
Incentive Plan unless both (i) the performance goals for such performance period have been satisfied and (ii) the
agreement between the participant and Vistaprint specifically provides for the payment of the award (or a portion
thereof) upon satisfaction of the performance goals for the performance period in which the termination occurs.
Change in Control
The Performance Incentive Plan contains provisions for the treatment of awards upon a change in control
(as defined in the Performance Incentive Plan). In the event of a change in control of Vistaprint, the performance
goals for all performance periods under all awards outstanding under the Performance Incentive Plan will auto-
matically be deemed to have been satisfied as of the closing date of the change of control to the extent specified
in the applicable award agreement issued to a participant, and each such award shall be payable as specified in
the award agreement. The payment of awards in the event of a change of control shall be made in cash as soon as
practicable following the change of control, but no later than as permitted under Section 409A of the Code.
Estimate of Benefits
The amount of incentive compensation to be paid to our executive officers is established by our Compensa-
tion Committee in its discretion, and the amounts that we ultimately pay will depend on our performance.
Although amounts to be paid under the Performance Incentive Plan are not currently determinable, you can find
information about the amounts paid and payable under awards previously granted to our executive officers under
the plan in the Executive Compensation section of this proxy statement.
Amendment and Termination of the Performance Incentive Plan
The Supervisory Board or the Compensation Committee may from time to time amend, suspend, terminate
or reinstate any or all provisions of the Performance Incentive Plan. However, the approval of the Supervisory
Board, Compensation Committee or shareholders is required for any amendment if such approval is necessary to
comply with the applicable provisions of Section 162(m) of the Code and other applicable laws or stock
exchange rules or regulations. The Performance Incentive Plan will continue in effect until the Supervisory
Board terminates it, except that the Performance Incentive Plan will terminate automatically if it is not
reapproved by the shareholders at the first shareholder meeting after November 7, 2017.
United States Federal Income Tax Consequences
Under present United States federal income tax laws, participants will realize ordinary income in the year in
which they receive payment under an award. We will receive a deduction for the amount constituting ordinary
income to the participant, so long as the Performance Incentive Plan and the award satisfy the requirements of Sec-
tion 162(m) of the Code. It is our intention that the Performance Incentive Plan be constructed and administered in a
manner which maximizes the deductibility of compensation for Vistaprint under Section 162(m) of the Code. Tax
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