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Exhibit 10.19
Restricted Share Unit Agreement
Granted Under The 2005 Equity Incentive Plan
1. Grant of Award.
Pursuant to the authority delegated by the Board of Directors of VistaPrint Limited, a Bermuda corporation (the “Company”), to VistaPrint
USA, Incorporated, a Delaware corporation (“VistaPrint USA”) pursuant to Section 3 of the 2005 Equity Incentive Plan (the “Plan”), this Agreement
evidences the grant by the Company on «GrantDate» (the “Grant Date”) to «Name» (the “Participant”) of «Numbershares» restricted share units
(the “Units”) with respect to a total of «Numbershares» common shares of the Company (the “Shares”), $0.001 par value per share (the “Common
Shares”).
Except as otherwise indicated by the context, the term “Participant”, as used in this award, shall be deemed to include any person who
acquires rights under this award validly under its terms.
2. Vesting Schedule.
(a) Subject to the terms and conditions of this award, the Units will vest in accordance with the following schedule. Vesting amounts
pursuant to the following schedule are cumulative:
Ÿ25% of the original number of Units on «Vestdate» (the “Vesting Date”),
Ÿand an additional 6.25% of the original number of Units at the end of each successive three−month period following the Vesting Date
until the third anniversary of the Vesting Date.
(b) Continuous Relationship with the Company Required. This vesting schedule requires that the Participant, at the time any Units vest, is,
and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company and as defined in Section 424(e) or (f) of the United States Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”) (an “Eligible Participant”). If the Participant is employed by a parent or subsidiary of the
Company, any references in this Agreement to employment by or with the Company or termination of employment by or with the Company shall
instead be deemed to refer to such parent or subsidiary.
(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then the vesting of
Units shall cease and the Participant shall have no further rights with respect to any unvested Units. Notwithstanding the foregoing, if the
Participant, prior to this Award becoming vested in full, violates the non−competition or confidentiality provisions of any employment contract,
confidentiality and nondisclosure agreement or other agreement between the Participant and the Company a parent or subsidiary of the Company,
the vesting of Units shall cease and this award shall terminate immediately upon such violation.
3. Timing and Form of Distribution.
The distribution date (the “Distribution Date”) for Units that become vested pursuant to this award will be made in a lump sum on the date
that such Units vest. Distribution of vested Units will be made by the Company in Common Shares (on a one−to−one basis) on or as soon as
practicable after the Distribution Date with respect to such vested Units. The Participant will only receive distributions in respect of his/her vested
Units and will have no right to distribution of a Common Share with respect to unvested Units unless and until such Units vest. Once a Common
Share with respect to a vested Unit has been distributed pursuant to this award, the Participant will have no further rights with respect to that Unit.