Vistaprint 2008 Annual Report Download - page 147

Each newly elected or appointed non-employee director receives two equity grants upon his or her initial
appointment or election to the board: (i) a share option to purchase a number of common shares having a fair
value equal to $150,000, up to a maximum of 50,000 shares, granted under our 2005 Non-Employee Directors’
Share Option Plan, as amended, and (ii) restricted share units having a fair value equal to $125,000.
The directors’ options and restricted share units vest at a rate of 8.33% per quarter over a period of three
years from the date of grant, so long as the director continues to serve as a director on each such vesting date.
Each option and restricted share unit terminates upon the earlier of ten years from the date of grant or 90 days
after the director ceases to serve as a director. The exercise price of the options granted under our 2005
Non-Employee Directors’ Share Option Plan, as amended, will be the fair market value of VistaPrint Limited
common shares on the date of grant.
For the purposes of determining the number of share options and restricted share units to be granted at each
annual general meeting or upon initial appointment, the fair value of each share option and restricted share unit is
determined by the Board of Directors using a generally accepted option pricing valuation methodology, such as
the Black-Scholes model or binomial method, with such modifications as it may deem appropriate to reflect the
fair market value of the share options or restricted share units. In fiscal year 2008, we used the Black-Scholes
model to determine fair market value of share options and restricted share units.
Compensation Committee Interlocks and Insider Participation
During fiscal 2008, Messrs. Overholser and Page served as members of our Compensation Committee. No
member of our Compensation Committee was at any time during fiscal 2008, or formerly, an officer or employee
of VistaPrint or any subsidiary of VistaPrint. No member of our Compensation Committee had any relationship
with us during fiscal 2008 requiring disclosure under Item 404 of Regulation S-K under the Securities Exchange
Act of 1933.
During fiscal 2008, none of our executive officers served as a member of the board of directors or
compensation committee (or other committee serving an equivalent function) of any entity that had one or more
executive officers serving as a member of our Board of Directors or Compensation Committee.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of June 30, 2008 about the securities issued, or authorized for
future issuance under our equity compensation plans.
Equity Compensation Plan Information
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a))
Equity compensation plans approved by
shareholders(1) .................... 4,303,607 $19.12 2,741,890(2)
Equity compensation plans not approved
by shareholders .................... — — —
Total .............................. 4,303,607 $19.12 2,741,890(2)
(1) Consists of our Amended and Restated 2000-2002 Share Incentive Plan, 2005 Amended and Restated
Equity Incentive Plan and 2005 Non-Employee Directors’ Share Option Plan, as amended. This column
does not include an aggregate of 1,272,131 restricted share units that were unvested as of June 30, 2008.
Proxy Statement
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