Vistaprint 2007 Annual Report Download - page 87

VISTAPRINT LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Years Ended June 30, 2007, 2006 and 2005
(in thousands, except share and per share data)
10. Shareholders’ Equity
Share Options
The Company’s 2000-2002 Share Incentive Plan (the “2000-2002 Plan”) provided for employees,
officers, non-employee directors, consultants and advisors to receive restricted share awards or be
granted options to purchase the Company’s common shares. Under the 2000-2002 Plan, the Company
reserved an aggregate of 9,000,000 common shares for such awards. The Board of Directors
determined that no further grants of awards under the 2000-2002 Plan would be made after the IPO.
As of June 30, 2007, there were options to purchase 2,385,121 common shares outstanding under the
2000-2002 Plan. Upon the IPO, all shares reserved for issuance but not yet granted under the 2000-
2002 Plan were transferred to the Company’s 2005 Equity Incentive Plan and 2005 Non-Employee
Directors’ Share Option Plan (the “Directors’ Plan”). Options previously granted to U.S. tax residents
under the 2000-2002 Plan were either “Incentive Stock Options” or “Nonstatutory Options” under the
applicable provisions of the U.S. Internal Revenue Code.
The 2005 Equity Incentive Plan, adopted by the Board of Directors in July 2005, provided for
employees, officers, non-employee directors, consultants and advisors of the Company to receive
restricted share awards or other share-based awards or be granted options to purchase common
shares. In May 2007, at a special meeting of shareholders of the Company, the shareholders of the
Company approved the Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”), which
amended and restated the 2005 Equity Incentive Plan in order to, among other things:
‰increase the number of common shares available for issuance under the Plan by 3,900,000
shares, from an aggregate of 3,483,736 shares to an aggregate of 7,383,736 shares, and
eliminate the formula for automatic increases in the shares available for issuance under the
Plan;
‰reduce the number of common shares available for issuance under the Plan by (i) 1.56
common shares for each share subject to any restricted share award, restricted share unit or
other share-based award with a per share or per unit purchase price lower than 100% of the
fair market value of the common shares on the date of grant and (ii) one common share for
each share subject to any other award under the Plan;
‰require that the exercise price of any share option or share appreciation right granted under the
Plan be at least 100% of the fair market value of the common shares on the date of grant;
‰limit the term of any share option or share appreciation right to a maximum period of ten years;
‰provide that shares underlying outstanding awards under the 2000-2002 Plan that are
cancelled, forfeited, expired or otherwise terminated without having been exercised in full will
no longer become available for the grant of new awards under the 2005 Plan; and
‰prohibit the repricing of any share options or share appreciation rights without shareholder
approval.
As of June 30, 2007, there were awards to purchase or acquire 2,654,371 common shares
outstanding under the 2005 Plan, 213,093 common shares had been issued upon exercise of options
granted under the 2005 Plan, and 4,516,272 common shares remained available for issuance under
the 2005 Plan.
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Form 10-K