Vistaprint 2008 Annual Report Download - page 139

(2) Amounts in this column represent the value of share options upon the triggering event described in the first
column. The value of share options is based on the difference between the exercise price of the options and
$26.76 which is the closing price of our common shares on the last trading day of fiscal 2008, June 30,
2008.
(3) Amounts in this column represent the value of restricted shares upon the triggering event described in the
first column, based on a closing price of our common shares of $26.76 on the last trading day of fiscal
2008, June 30, 2008.
(4) Amounts reported in this column represent the estimated cost of providing employment related benefits
during the period the named executive officer is eligible to receive those benefits as provided in the
applicable executive retention agreement.
(5) This estimate is based on assumed values in the table.
Each executive officer has signed nondisclosure, invention assignment and non-competition and
non-solicitation agreements providing for the protection of our confidential information and ownership of
intellectual property developed by such executive officer and post-employment non-compete and non-solicitation
provisions.
We have also entered into indemnification agreements with Ms. Cebula, Ms. Drapeau, Mr. Giannetto,
Mr. Grewal and Ms. Holian and which provide such executive with indemnification comparable to that provided
under our Amended and Restated Bye-Laws.
Transition Agreements
On May 13, 2008, we entered into a transition agreement with Harpreet Grewal, our former Executive Vice
President and Chief Financial Officer, in connection with Mr. Grewal tendering his resignation, effective
October 2, 2008. Pursuant to the transition agreement, Mr. Grewal continued to be employed by us as Chief
Financial Officer through September 2, 2008, on which date he resigned as Executive Vice President Chief
Financial Officer and was employed by us through October 2, 2008. The transition agreement further provides
that Mr. Grewal will perform limited consulting services for us through July 2, 2009. Mr. Grewal continued to
receive the same level of pay and benefits, including base salary, bonus and vesting of outstanding options and
restricted share units, that he was entitled to immediately prior to the execution of the transition agreement
through October 2, 2009; provided that his annualized base salary increased to $280,000 and his annual target
bonus increased to $170,000 effective July 1, 2008. Mr. Grewal will not receive any additional compensation for
rendering consulting services pursuant to the transition agreement.
Upon termination of his employment, Mr. Grewal became entitled to receive severance benefits equal to
$180,000, plus an additional amount equal to $112,500 multiplied by the applicable yearly payout rate for fiscal
year 2008 under our Executive Officer Fiscal Year 2008 bonus plan, less $5,000 multiplied by the applicable
quarterly payout rate for the first quarter of fiscal year 2009 under our Executive Officer Fiscal Year 2009 bonus
plan. The share options granted to Mr. Grewal in October 2006 and March 2007, for an aggregate of 139,714
common shares, ceased vesting as of the date of termination of Mr. Grewal’s employment and the unvested
options as of such date were forfeited. On October 2, 2008, the vesting of the restricted share units granted to
Mr. Grewal in October 2006, for an aggregate of 100,000 common shares, accelerated such that the number of
common shares that would have vested as of October 2, 2009 were fully vested as of the date of termination of
Mr. Grewal’s employment. The balance of the common shares issuable in connection with such restricted share
unit were forfeited as of such termination date.
On April 3, 2008, we entered into a transition agreement with Anne S. Drapeau, our former Executive Vice
President and Chief People Officer, in connection with Ms. Drapeau tendering her resignation effective
September 30, 2008. Pursuant to the Transition Agreement, Ms. Drapeau was employed by us on a full-time
basis through September 30, 2008 and received the same level of pay and benefits, including base salary, bonus
Proxy Statement
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