Vistaprint 2007 Annual Report Download - page 141

Each executive officer has signed nondisclosure, invention assignment and non-competition and
non-solicitation agreements providing for the protection of our confidential information and ownership of
intellectual property developed by such executive officer and post-employment non-compete and non-solicitation
provisions.
We have also entered into indemnification agreements with Mr. Grewal, Ms. Holian, Ms. Drapeau and
Ms. Cebula, which provide such executive with indemnification comparable to that provided under our Amended
and Restated Bye-Laws.
Transition Agreement
In January 2006, we entered into a transition agreement with Paul Flanagan, who was at that time serving as
our Chief Financial Officer. Under the terms of the transition agreement, Mr. Flanagan agreed to remain
employed by us until at least June 30, 2006. Thereafter, either Mr. Flanagan or VistaPrint could terminate
Mr. Flanagan’s employment and, upon such termination, Mr. Flanagan would be entitled to receive severance
benefits equal to six months’ base salary, at the greater of his then current base salary or his base salary for any
prior year during which he was employed, 50% of the greater of the bonus payable to him for the year of his
termination or that had been paid to him during any prior fiscal during which he was employed, and six months
of benefit continuation.
In accordance with the terms of the Transition Agreement, Mr. Flanagan’s employment was terminated on
July 3, 2006. He continued to provide consulting services to VistaPrint through January 1, 2007. Mr. Flanagan
was paid $225,000, the cash component of the severance benefits in accordance with the terms of the Transition
Agreement.
Share options granted to Mr. Flanagan in May 2005 for 350,000 options continued to vest through
January 1, 2007 in accordance with the vesting schedules set forth in such options. In addition, in accordance
with the terms of the Transition Agreement, as a result of the termination of Mr. Flanagan’s employment, the
unvested portion of the February 2004 share option grant for an aggregate of 300,000 shares became exercisable
in full on January 1, 2007. For the year ended June 30, 2006, we recorded a share-based compensation charge of
$3,237,000 related to this modification of the terms of the February 2004 share option grant.
The Role of Company Executives in the Compensation Process
Although the compensation process is managed and driven and decisions are made by the Compensation
Committee, the views of certain executive officers are taken into account in connection with setting the
compensation of other executive officers. The CEO makes initial recommendations with respect to executive
officers other than himself. Executive officers may also participate in the preparation of materials requested by
the Compensation Committee for use and consideration at Compensation Committee meetings.
Chief Executive Officer Compensation
Mr. Keane’s compensation as CEO was set through the process described above. The criteria that the
Compensation Committee took into account included leadership of the Company, maintenance of business ethics
and effective governance, our revenue and profit growth, strategic planning and new product development and
enhancement of shareholder value. The CEO’s base salary was set at $337,100 annually commencing July 1,
2006. The Compensation Committee set the CEO’s target bonus opportunity at 73% of base salary for fiscal
2007.
The Compensation Committee reviews the CEO’s total compensation package on an annual basis and
analyzes it in view of competitive data provided by the independent compensation consultant as described above
and our performance for the fiscal year.
Proxy Statement
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