Vistaprint 2013 Annual Report Download - page 141

(2) These amounts represent target annual cash incentives for our fiscal year ended June 30, 2013, which were
based 90% on our achievement of constant currency revenue targets and 10% on our achievement of EPS
targets for fiscal 2013. These amounts represent payments that our named executive officers are eligible to
receive under their fiscal 2013 annual cash incentive awards for 100% achievement of our targets for fiscal
2013. You can find more information on the amounts actually paid to our executive officers under their fiscal
2013 annual cash incentive awards above in the Compensation Discussion and Analysis section of this proxy
statement.
(3) These amounts represent the maximum amounts that would have been payable under our named executive
officers’ annual cash incentive awards for our fiscal year ended June 30, 2013. The payout under our annual
cash incentives is capped at 200% of each executive officer’s target amount. In fact, based on our achieve-
ment of our targets for fiscal 2013, our executive officers received payments that were less than these
amounts. You can find more information on the amounts actually paid to our executive officers under their
fiscal 2013 annual cash incentive awards above in the Compensation Discussion and Analysis section of this
proxy statement.
(4) The amounts reported in this column represent restricted share units granted under our 2011 Equity Incentive
Plan that vest over a period of four years: 25% one year after they are granted and 6.25% per quarter there-
after. As the restricted share units vest, we automatically issue the vested shares to the employee; the
employee does not need to exercise them or pay any amount to us for the purchase of the shares.
(5) The amounts reported in this column represent premium-priced share options granted under our 2011 Equity
Incentive Plan that vest over seven years and have an eight-year term. Due to a limitation in our 2011 Equity
Incentive Plan that prohibits us from granting awards for more than 1,000,000 shares in any fiscal year to any
participant, we divided Mr. Keane’s share option into two parts that were granted separately in each of our
fiscal years 2012 and 2013 for purposes of complying with the limitation set forth in the plan, and the
amount reported for Mr. Keane in this column represents the portion of Mr. Keane’s premium-priced share
option granted in fiscal 2013.
(6) The exercise price of these premium-priced share options was significantly higher than the closing price of
Vistaprint’s ordinary shares on NASDAQ on the grant dates. The Compensation Committee chose this
exercise price in part because it is higher than the highest of the three-, six-, and twelve-month trailing aver-
ages of Vistaprint’s share price on NASDAQ as of the July 28, 2011 public announcement of our five-year
growth strategy. Thus this premium exercise price ensures that Vistaprint’s share price must increase above
the price of our shares before the announcement of our strategy in order for the named executive officers to
realize any returns on these awards.
(7) The amounts reported in this column represent the grant date fair value for each executive officer’s share-
based awards computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in
the calculations for these amounts in Note 11 to our audited financial statements included in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2013. The value of the share option granted to
Dr. Hansen represents the total approximate value of all traditional share options that Vistaprint would have
granted to him over a four-year period. The value of Mr. Keane’s share option reported in this table plus a
previous premium-priced option to purchase 1,000,000 shares granted to him on May 4, 2012 (which does
not appear in this table because it was granted in fiscal 2012) represent in the aggregate the total approximate
value of all long-term incentive awards of any kind that Vistaprint would have granted to Mr. Keane over a
four-year period. Our Supervisory Board has passed resolutions that, until fiscal 2016 at the earliest,
Vistaprint shall not grant any additional long-term incentive award in any form (including equity or long-
term cash awards) to Mr. Keane.
(8) The estimated amounts in this row would be payable to Messrs. Keane and Teunissen in Euros and to
Dr. Hansen in Swiss Francs. For purposes of this table, we converted these estimated incentive payments
from Euros to U.S. dollars at a currency exchange rate of 1.31774 and from Swiss Francs to U.S. dollars at a
currency exchange rate of 1.06948, in each case based on the 30-day average currency exchange rate for
June 1-30, 2013, which was the end of our most recent fiscal year.
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