Vistaprint 2008 Annual Report Download - page 136

increases while balancing the volatility risk by providing the officer with the opportunity to receive VistaPrint
common shares on the date the applicable vesting period lapses so long as the officer continues to be employed
by us. To reflect the more balanced risk profile of our restricted share units, the Committee granted fewer
restricted share units than if share options had been granted, which allows us to more efficiently deliver incentive
compensation by reducing the number of shares issued under our incentive compensation plans.
New executive hires are generally offered restricted share units at the time of hire. The Compensation
Committee has also determined that all non-executive employees are eligible to receive restricted share units at
the time of hire. Some non-executive employees are also eligible to receive additional restricted share unit grants
as part of the annual retention grant program.
While share prices may reflect corporate performance over the long-term, the Compensation Committee
recognizes that other factors, such as general economic conditions and varying attitudes among investors toward
the stock market in general, and specific industries and/or companies in particular, may significantly affect share
prices at any point in time. Accordingly, the annual base salary and cash bonus components of the executive
compensation program emphasize current company performance and the realization of defined financial
objectives that are independent of short-term fluctuations in share price, which may be affected by general stock
market conditions and other factors beyond the control of our named executive officers.
Share Awards Granted
Share Options and Restricted Share Units for Executives
Equity compensation is a significant portion of each named executive officer’s total direct compensation
package. Share options and restricted share units are granted to our named executive officers based on
assessment of past performance, the importance of retaining their services, the potential for their performance to
help us attain long-term goals, and competitive peer group data. The Compensation Committee worked with
DolmatConnell to analyze the competitive practices of the primary peer group to determine individual share
option and restricted share unit awards. Share options are granted with an exercise price equal to the closing price
of the Company’s common shares on the date of grant. Both share options and restricted share units vest ratably
over a four year period.
Restricted Share Units for Employees
The framework for providing restricted share units to employees follows a similar methodology to equity
grants to executives and is based upon market practices for our industry, size and geographic locations. Time-
vested restricted share units are intended to align the employees’ interests with those of our shareholders and
serve as a retention tool. The restricted unit awards vest ratably over a four year period.
Timing of Grants
Share option awards to our named executive officers are granted annually in conjunction with the review of
their individual performance and the independent consultant’s compensation study. The intent is to conduct this
review at the regularly scheduled meeting of the Compensation Committee, held in conjunction with the
quarterly Board of Directors meeting in April or May of each year. Fiscal 2008 grants were made at the May
2008 Compensation Committee meeting. Future annual grants are expected to be made in April or May of the
given fiscal year. Restricted share unit grants to employees who are not named executive officers typically are
made during the company performance review cycle which concludes in June each year.
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