Vistaprint 2008 Annual Report Download - page 138

to the executive during the five-year period prior to termination, and all other employment related benefits for six
months following such termination. These executive retention agreements also provide that, upon a change of
control of the company, all share awards granted to the executive will accelerate and become fully vested. In
addition, if the executive’s employment is terminated by the successor company following the change of control
without cause or by the executive for good reason, the severance payment to the executive is increased to one
year’s salary and bonus and benefit continuation, and the executive will have one year from the date of
termination to exercise certain of the unexercised options he or she holds. In addition, if the executive 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 the executive (including the acceleration of
options) resulting from a change in ownership or control of VistaPrint, we are required to pay the executive 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.
In addition, our former Chief Financial Officer, Mr. Grewal, and our former Chief People Officer,
Ms. Drapeau, previously had retention agreements identical to those of Ms. Holian, Ms. Cebula and
Mr. Giannetto described above. On April 3, 2008, Ms. Drapeau’s retention agreement was cancelled and replaced
with a transition agreement. This transition agreement is described in the Transition Agreements sections of this
document. On May 13, 2008, Mr. Grewal’s retention agreement was cancelled and replaced with a transition
agreement. This transition agreement is also described in the Transition Agreements section of this document.
The following table sets forth information on the potential payments to Named Executive Officers upon
termination or change in control of the Company, assuming the termination or change of control took place on
June 30, 2008. Note that, as discussed above, Mr. Grewal’s and Ms. Drapeau’s retention agreements were not in
effect on June 30, 2008 and neither would have received any payments upon termination of their employment,
other than pursuant to their transition agreements described below. Mr. Giannetto does not appear on the table
below because he was not a named executive officer during our 2008 fiscal year. The actual amounts that would
be paid to any named executive officer can only be determined at the time of actual termination of employment
or change in control and would vary from the amount listed below.
Name
Cash Payment
($)(1)
Accelerated
Vesting of
Share Awards
($)(2)
Accelerated
Vesting of
Restricted
Shares
($)(3)
Welfare
Benefits
($)(4)
Tax Gross Up
Payment
($)(5)
Total
($)
Robert S. Keane
• Termination Without Cause
or With Good Reason ...... 1,123,359 — — 19,351 — 1,142,710
• Change in Control ........ — 2,777,631 — — 4,344,500 7,122,131
Wendy Cebula
• Termination Without Cause
or With Good Reason prior
to Change in Control ...... 255,728 — — 8,697 — 264,425
• Change in Control ........ — 554,813 1,664,472 — 3,471,189 5,690,474
• Change in Control w/
Termination Without Cause
or With Good Reason ...... 511,455 554,813 1,664,472 8,697 3,471,189 6,210,626
Janet Holian
• Termination Without Cause
or With Good Reason prior
to Change in Control ...... 255,728 — — 6,220 — 261,948
• Change in Control ........ — 1,456,688 1,664,472 — 4,881,814 8,002,974
• Change in Control w/
Termination Without Cause
or With Good Reason ...... 511,455 1,456,688 1,664,472 6,220 4,881,814 8,520,649
(1) Amounts in this column reflect salary and bonus earned as of June 30, 2008.
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