Vistaprint 2009 Annual Report Download - page 127

We are requesting shareholder approval in order to meet the third requirement listed above.
Summary of the Performance Incentive Plan
The following summary of the Performance Incentive Plan is qualified in its entirety by the text of the
Performance Incentive Plan, which is available on our website www.vistaprint.com or by contacting us at
Vistaprint N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington,
MA 02421, USA.
The major provisions of the Performance Incentive Plan are as follows:
Administration. Our Compensation Committee administers the Performance Incentive Plan, and all of the
members of the Committee are “outside directors” under Section 162(m) of the Code. The Compensation
Committee establishes the rules and regulations it deems necessary or advisable to administer the Performance
Incentive Plan, selects participants and sets the performance criteria and targets, and makes all decisions with
respect to the Performance Incentive Plan. To help our Compensation Committee with its administration of the
Performance Incentive Plan and executive compensation in general, the Committee has engaged the services of a
compensation consultant that provides information about our peer companies and conducts competitive
assessments of our executive compensation packages.
Eligibility. Eligibility for participation in the Performance Incentive Plan is limited to “covered employees”
under Section 162(m) of the Code and key employees of Vistaprint or a related company (as that term is used in
the Performance Incentive Plan) who are designated to participate in the Performance Incentive Plan from time to
time, as determined in the sole discretion of the Compensation Committee. The Compensation Committee
expects that the members of our Management Board and our other executive officers will participate in the
Performance Incentive Plan. The Compensation Committee will select eligible participants no later than 90 days
after the beginning of a performance period that is at least 12 months in duration (or, if shorter, before 25% of the
performance period has elapsed).
Limitation of Benefits. Under the Performance Incentive Plan, no participant may receive an award greater
than $15,000,000 for any year.
Determination of Performance Criteria and Performance Goals. No later than 90 days after the beginning
of a performance period that is at least 12 months in duration (or, if shorter, before 25% of the performance
period has elapsed), the Compensation Committee will specify in writing one or more performance criteria that
will apply during the performance period and develop performance goals for each participant. The Compensation
Committee has the right to use different performance criteria for different participants. When the Compensation
Committee sets the performance goals, the Compensation Committee will establish general, objective rules that
will be used to determine the extent to which a participant’s performance goals have been met, such as the dollar
amount or percentage target for each performance criterion and the measurement period(s) and date(s). The
Committee may also set specific, objective rules, if any, regarding any exceptions to such general rules to take
into account any one or more of the following: (i) extraordinary items, (ii) gains or losses on the dispositions of
discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of
any asset, (v) charges for restructuring and rationalization programs, (vi) fluctuations in currency exchange rates,
including by establishing performance goals based on fixed exchange rates during a performance period,
(vii) disposals of business segments, or (viii) acquisitions or dispositions.
The Compensation Committee may choose one or more of the following performance criteria, including
dollar amounts or percentages based on the following criteria:
• increase in shareowner value
• earnings per share
Proxy Statement
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