Vistaprint 2007 Annual Report Download - page 139

Mr. Keane’s executive retention agreement provides that, in the event his employment is terminated by us
without cause, as defined in his executive retention agreement, or he terminates his employment for good reason,
as defined in his executive retention agreement, he will receive severance payments equal to one year’s salary
and bonus, based upon the highest annual salary and bonus paid or payable to Mr. Keane during the five-year
period prior to his termination, and all other employment related benefits for one year following such
termination. Mr. Keane’s executive retention agreement also provides that, upon a change of control, as defined
in the executive retention agreement, all share awards granted to Mr. Keane will accelerate and become fully
vested and, if Mr. Keane’s employment is subsequently terminated following the change of control by the
successor company without cause or Mr. Keane terminates his employment for good reason, he will have one
year from the date of termination in which to exercise certain of the unexercised options he holds. In addition, if
Mr. Keane is required to pay any excise tax as a result of certain compensation payments made to him, or
benefits obtained by him (such as the acceleration of options), contingent upon a change in ownership or control
of VistaPrint under Section 280G of the Internal Revenue Code of 1986, as amended, we are required to pay him
an amount, referred to as a gross-up payment, equal to the amount of such excise tax plus any additional taxes
attributable to such gross-up payment.
The executive retention agreements with Mr. Grewal, Ms. Holian, Ms. Drapeau and Ms. Cebula provide
that, in the event the executive’s employment is terminated by us without cause, as defined in the executive
retention agreements, or by the executive for good reason, as defined in the executive retention agreements, prior
to a change of control, as defined in the executive retention agreements, the executive will receive severance
payments equal to six months’ salary and bonus, based upon the highest annual salary and bonus paid or payable
to the executive during the five-year period prior to termination, and all other employment related benefits for six
months following such termination. These executive retention agreements also provide that, upon a change of
control of the company, all share awards granted to the executive will accelerate and become fully vested. In
addition, if the executive’s employment is terminated by the successor company following the change of control
without cause or by the executive for good reason, the severance payment to the executive is increased to one
year’s salary and bonus and benefit continuation, and the executive will have one year from the date of
termination to exercise certain of the unexercised options he or she holds. In addition, if the executive is required
to pay any excise tax as a result of certain compensation payments made to the executive, or benefits obtained by
the executive (such as the acceleration of options), contingent upon a change in ownership or control of
VistaPrint under Section 280G of the Internal Revenue Code of 1986, as amended, we are required to pay the
executive an amount, referred to as a gross-up payment, equal to the amount of such excise tax plus any
additional taxes attributable to such gross-up payment.
Proxy Statement
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