Vistaprint 2013 Annual Report Download - page 133

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‰a number calculated as follows: (A) a percentage equal to a fraction, the numerator of which equals the
amount by which adjusted EPS exceeded such applicable EPS goal and the denominator of which equals
the difference between the next highest EPS goal that was not achieved and the highest EPS goal ach-
ieved, multiplied by (B) the difference between the payout threshold percentage for the next highest EPS
goal that was not achieved and the payout threshold percentage for the highest EPS goal achieved.
Long-Term Cash Incentives Relating to Fiscal 2013 Performance
Our adjusted EPS for fiscal 2013 was $1.516, which was $0.662 higher than our $0.854 EPS calculated in
accordance with U.S. GAAP. The Compensation Committee calculated the adjusted EPS in accordance with the
long-term cash incentive awards of our executive officers by excluding from our U.S. GAAP EPS (1) $0.381 of
losses, expenses, and amortization realized in fiscal 2013 relating to our acquisitions of AlbumPrinter Holding B.V.
and Webs, Inc. in fiscal 2012, (2) $0.090 of losses and expenses relating to our investment in Namex Limited in
fiscal 2013, and (3) $0.191 of share-based compensation expense relating to the premium-priced share options
granted to our executives and management team. This actual adjusted EPS of $1.516 compared to the fiscal 2013
performance goals of the long-term incentive cash awards granted to our executive officers as follows:
2010-2013 Awards Granted in Fiscal 2010. Under the long-term cash incentive awards that the
Compensation Committee granted in fiscal 2010, each named executive officer is eligible to receive 25% of his
or her total award for each of our fiscal years ending June 30, 2010, 2011, 2012 and 2013 based on our achieve-
ment of EPS goals for each fiscal year. The EPS goals for the 2010-2013 awards were determined before we
launched our five-year growth strategy in July 2011, which includes increased investments in our business that
we expect to result in lower EPS in the earlier fiscal years of the strategy. The Compensation Committee decided
not to reduce the fiscal 2013 EPS goals in the 2010-2013 awards to accommodate the five-year strategy. Accord-
ingly, because our adjusted fiscal 2013 EPS was below our lowest EPS goal for fiscal 2013 of $1.77 under these
2010-2013 awards, the executive officers were not eligible for any payment for 2013 under the awards.
2011-2014 Awards Granted in Fiscal 2011. Under the long-term cash incentive awards that the
Compensation Committee granted in fiscal 2011, each named executive officer is eligible to receive 25% of his
or her total award for each of our fiscal years ending June 30, 2011, 2012, 2013 and 2014 based on our achieve-
ment of EPS goals for each fiscal year. The EPS goals for the 2011-2014 awards were determined before we
launched our five-year growth strategy in July 2011, which includes increased investments in our business that
we expect to result in lower EPS in the earlier fiscal years of the strategy. The Compensation Committee decided
not to reduce the fiscal 2013 EPS goals in the 2011-2014 awards to accommodate the five-year strategy. Accord-
ingly, because our adjusted fiscal 2013 EPS was below our lowest EPS goal for fiscal 2013 of $2.03 under these
2011-2014 awards, the executive officers were not eligible for any payment for 2013 under the awards.
2012-2015 Awards Granted in Fiscal 2012. Under the long-term cash incentive awards that the
Compensation Committee granted in fiscal 2012, each named executive officer is eligible to receive 25% of his
or her total award for each of our fiscal years ending June 30, 2012, 2013, 2014, and 2015 based on our
achievement of EPS goals for each fiscal year. As set forth in the 2012-2015 award agreements with our execu-
tive officers, our EPS goals were as follows:
‰Our lowest EPS goal for fiscal 2013 was $1.11, which would have resulted in a payout of 50% of the
named executive officers’ targets for that year;
‰Our medium EPS goal for fiscal 2013 was $1.30, which would have resulted in a payout of 100% of the
named executive officers’ targets for that year; and
‰Our highest EPS goal was $1.50, which would have resulted in a payout of 160% of the named executive
officers’ targets for that year.
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