Vistaprint 2007 Annual Report Download - page 149

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of common shares with a fair value equal to $50,000, up to a maximum of 12,500 shares, at each year’s annual
general meeting at which he or she served as a director. The fair value of each share option was determined by
our Board of Directors using a generally accepted option pricing valuation methodology, such as the Black-
Scholes model or binomial method, with such modifications as it may deem appropriate to reflect the fair value
of the share options. Options granted under this plan vest at a rate of 8.33% per quarter so long as the option
holder continues to serve as a director of VistaPrint Limited on such vesting date. Each option terminates upon
the earlier of ten years from the date of grant or three months after the optionee ceases to serve as a director. The
exercise price of these options is the fair market value of our common shares on the date of grant. In accordance
with this plan, upon his initial appointment to the Board of Directors on August 21, 2006, Mr. Gavin received an
option to purchase 12,018 common shares at an exercise price of $24.32 per share.
Changes to Non-Employee Director Compensation for Fiscal 2008
In fiscal 2007, the compensation committee requested competitive director compensation data from Pearl
Meyer, our compensation consultant. Based upon specific recommendations from Pearl Meyer, we adjusted our
non-employee director compensation in August 2007, effective upon our 2007 annual meeting. In setting director
compensation, primary consideration was given to ensuring our ability to attract and retain highly qualified
candidates to serve on our Board. As such, the committee considered factors including the amount of time that
directors spend fulfilling their duties as a director, their experience and also the extent to which our director
compensation structure is competitive as compared with selected peer companies. The adjusted compensation
also reflects the significant importance we place on aligning our directors’ interests with those of our
shareholders.
Effective upon our 2007 annual meeting, each non-employee director of VistaPrint Limited will receive an
annual cash retainer of $13,000 per year, payable in quarterly installments, plus $3,000 for each regularly
scheduled meeting of the board that the director physically attends and $10,000 annually for each committee on
which the director serves. Non-employee directors are also reimbursed for reasonable travel and other expenses
incurred in connection with attending meetings of the board of directors and its committees.
On the date of each annual general meeting, each non-employee director will receive two equity grants: (i) a
share option to purchase a number of common shares having a fair value equal to $50,000, up to a maximum of
12,500 shares, granted under our 2005 Non-Employee Directors’ Share Option Plan, as amended, and
(ii) restricted share units having a fair value equal to $110,000.
Each newly elected or appointed non-employee director will receive two equity grants upon his or her initial
appointment or election to the board: (i) a share option to purchase a number of common shares having a fair
value equal to $150,000, up to a maximum of 50,000 shares, granted under our 2005 Non-Employee Directors’
Share Option Plan, as amended, and (ii) restricted share units having a fair value equal to $125,000.
The directors’ options and restricted share units vest at a rate of 8.33% per quarter over a period of three
years from the date of grant, so long as the director continues to serve as a director on each such vesting date.
Each option and restricted share unit terminates upon the earlier of ten years from the date of grant or 90 days
after the director ceases to serve as a director. The exercise price of the options granted under our 2005
Non-Employee Directors’ Share Option Plan, as amended, will be the fair market value of VistaPrint Limited
common shares on the date of grant.
The fair market value of each share option and restricted share unit is determined by the board of directors
using a generally accepted option pricing valuation methodology, such as the Black-Scholes model or binomial
method, with such modifications as it may deem appropriate to reflect the fair market value of the share options
or restricted share units.
Proxy Statement
33