Vistaprint 2006 Annual Report Download - page 96

4. Dividend Equivalent Rights.
During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section 3, the Participant
will have the right to receive, in cash, with respect to such Unit, the amount of any cash dividend paid by the Company on a Common Share (a
“Dividend Equivalent Right”). The Participant will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date
of such dividend. Dividend Equivalent Rights will be paid to the Participant at the same time or within 30 days after dividends are paid to
shareholders of the Company. Dividend Equivalent Rights will not be paid to the Participant with respect to any Units that are forfeited pursuant to
Section 2(c), effective as of the date such Units are forfeited. The Participant will have no Dividend Equivalent Rights as of the record date of any
cash dividend in respect of any Units that have been distributed in Common Shares.
5. Withholding.
The Participant will be required to pay in cash any sums required by federal, state or local tax law to be withheld (“Withholding Taxes”) with
respect to the payment of Dividend Equivalent Rights. The Participant also will be required to satisfy Withholding Taxes with respect to the vesting
of Units. In order to satisfy the Withholding Taxes owed with respect to the vesting of Units, the Participant agrees that:
(a) Unless the Company, in its sole discretion, determines that the procedure set forth in this Section 5(a) is not advisable, at the
Distribution Date, the Company shall withhold a number of Common Shares with a market value (based on the closing price of the Common
Shares on the last trading day prior to the Distribution Date) equal to the amount necessary to satisfy the minimum amount of Withholding Taxes
due on such Distribution Date.
(b) If the Company, in its sole discretion, determines that the procedure set forth in Section 5(a) is not advisable or sufficient, then the
Participant, as a condition to receiving any Common Shares upon the vesting of Units, shall either (i) pay to the Company, by cash or check, an
amount sufficient to satisfy any Withholding Taxes or otherwise make arrangements satisfactory to the Company in its sole discretion for the
payment of such amounts (including through offset of any amounts otherwise payable by the Company to the Participant, including salary or other
compensation), or (ii) if the Company in its sole discretion determines to permit Participants to so elect, execute and deliver to the Company an
irrevocable standing order authorizing E−Trade or any broker approved by the Company (the “Broker”) to sell, at the market price on the
applicable Distribution Date, the number of Common Shares that the Company has instructed the Broker is necessary to obtain proceeds
sufficient to satisfy the Withholding Taxes applicable to the Common Shares to be distributed to the Participant on the Distribution Date (based on
the closing price of Common Shares on the last trading day prior to the Distribution Date) and to remit such proceeds to the Company. The
Participant agrees to execute and deliver such documents as may be reasonably required in connection with the sale of any Common Shares
pursuant to this Section 5(b).
6. Nontransferability of Award.
This award may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation
of law, except by will or the laws of descent and distribution.
7. No Right to Employment or Other Status.
This award shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company
or any parent or subsidiary of the Company. The Company and any parent or subsidiary of the Company expressly reserves the right to dismiss or
otherwise terminate its relationship with the Participant free from any liability or claim under the Plan or this award, except as expressly provided in
this award.