Vistaprint 2008 Annual Report Download - page 137

Employee Benefit Programs
The Compensation Committee has specifically chosen to provide named executive officers with the same
health and welfare benefits provided to other US-based employees. The Compensation Committee believes that
all US-based employees should have access to similar levels of health and welfare benefits. Participation in the
plans offered requires employee contributions at an industry standard or better rate. As such, named executive
officers have the opportunity to participate in our medical, dental, vision, and disability plans. Additionally, they
are also offered the same flexible spending accounts, group life and accidental death and dismemberment
insurance as those offered to all employees. They may also participate in the 401(k) plan which provides a
company match of up to 50% on the first 6% of the participant’s annual salary that is contributed, with company
matching contributions vesting ratably over a four year period.
Perquisites
Executives generally are not entitled to benefits that are not otherwise available to all other employees that
work in our US subsidiary. In fiscal 2008 the only perquisite offered to our named executive officers was
reimbursement for health club membership fees for the CEO. This perquisite historically has been granted to the
CEO for many years and the cost of this benefit constitutes an extremely small percentage of the CEO’s total
compensation.
Executive Retention and Other Agreements
We have entered into executive retention agreements with each of the following individuals who were
named executive officers as of October 10, 2008:
• Robert S. Keane, President and Chief Executive Officer;
• Janet Holian, President, VistaPrint Europe
• Wendy Cebula, President, VistaPrint North America; and
• Michael Giannetto, Chief Financial Officer
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 pursuant to Section 280G of the Internal Revenue Code of 1986, as
amended, as a result of compensation payments made to him, or benefits obtained by him (including the
acceleration of options) resulting from a change in ownership or control of VistaPrint, 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 Ms. Holian, Ms. Cebula and Mr. Giannetto 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
Proxy Statement
25