Vistaprint 2013 Annual Report Download - page 75

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our ordinary shares or payments of dividends, and the amount of consolidated capital expenditures that we may
make in each of our fiscal years ending June 30, 2013 through 2018, and (2) financial covenants calculated on a
trailing twelve month, or TTM, basis that:
• our consolidated leverage ratio, which is the ratio of our consolidated indebtedness (*) to our TTM
consolidated EBITDA (*), will not exceed (i) 3.5 during the period from December 31, 2012 through
December 31, 2013; (ii) 3.25 during the period from March 31, 2014 through December 31, 2014; and (iii)
3.0 after March 31, 2015; and
• our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest
expense, will be at least 3.0.
As of June 30, 2013, we were in compliance with all financial covenants under the credit agreement. The
restated agreement also contains customary representations, warranties and events of default.
(*) The definitions of EBITDA and consolidated indebtedness are maintained in the restated credit agreement included as an exhibit to Form 8-K
filed on February 13, 2013.
11. Shareholders’ Equity
Share purchases
During the years ended June 30, 2013 and 2012, we purchased our ordinary shares for a cost of $64,351
and $309,701, respectively. On February 13, 2013, we announced that our Supervisory Board authorized the
purchase of up to 6,800,000 of our ordinary shares, of which 6,152,275 shares remain available for purchase under
this program.
For RSUs that vest, we withhold shares from certain transactions with a value equivalent to the minimum
statutory tax withholding obligation and remit a cash payment equal to those obligations to the appropriate taxing
authorities. Total payments for the employees’ tax obligations to the taxing authorities were $3,556, $4,149, and
$5,653 in fiscal 2013, 2012, and 2011, respectively, and are reflected as a financing activity within the consolidated
statements of cash flows. These withholdings have the effect of share purchases by us as they reduce the number
of shares that would have otherwise been issued as a result of the vesting.
Share-based awards
The 2011 Equity Incentive Plan (the “2011 Plan”) became effective upon shareholder approval on June 30,
2011 and allows us to grant share options, share appreciation rights, restricted shares, restricted share units and
other awards based on our ordinary shares to our employees, officers, non-employee directors, consultants and
advisors. Among other terms, the 2011 Plan requires that the exercise price of any share option or share
appreciation right granted under the 2011 Plan be at least 100% of the fair market value of the ordinary shares on
the date of grant; limits the term of any share option or share appreciation right to a maximum period of 10 years;
provides that shares underlying outstanding awards under the Amended and Restated 2005 Equity Incentive Plan
that are canceled, forfeited, expired or otherwise terminated without having been issued in full will become available
for the grant of new awards under the 2011 Plan; and prohibits the repricing of any share options or share
appreciation rights without shareholder approval. In addition, the 2011 Plan provides that the number of ordinary
shares available for issuance under the plan will be reduced by (i) 1.56 ordinary shares for each share subject to a
restricted share or other share-based award with a per share or per unit purchase price lower than 100% of the fair
market value of the ordinary shares on the date of grant and (ii) one ordinary share for each share subject to any
other award under the 2011 Plan.
Our 2005 Non-Employee Directors’ Share Option Plan provides for non-employee directors to receive
share option grants upon initial appointment as a director and annually thereafter in connection with our annual
general meeting of shareholders if they are continuing to serve as a director at such time.
We also have three additional plans with options, RSUs, and RSAs outstanding from which we will not
grant any additional awards. An aggregate of 2,905,755 ordinary shares are available for future awards under all of
our share-based award plans as of June 30, 2013. A combination of new shares and treasury shares has
historically been used in fulfillment of option exercises and RSU award vests.