Vistaprint 2009 Annual Report Download - page 129

performance period have been satisfied and (ii) the agreement between the participant and Vistaprint N.V. or a
related company specifically provides for the payment of the award (or a portion thereof) upon satisfaction of the
performance goals for the performance period in which the termination occurs.
Change in Control
The Performance Incentive Plan contains provisions for the treatment of awards upon a change in control
(as defined in the Performance Incentive Plan). In the event of a change in control of Vistaprint, the performance
goals for all performance periods under all awards outstanding under the Performance Incentive Plan will
automatically be deemed to have been satisfied as of the closing date of the change of control to the extent
specified in the applicable award agreement issued to a participant, and each such award shall be payable as
specified in the award agreement. The payment of awards in the event of a change of control shall be made in
cash as soon as practicable following the change of control, but no later than as permitted under Section 409A of
the Code.
Estimate of Benefits
The amount of incentive compensation to be paid to our Chief Executive Officer and other executive
officers is established by our Compensation Committee in its discretion, and the amounts that we ultimately pay
will depend on our performance. Although amounts to be paid under the Performance Incentive Plan are not
currently determinable, the table below shows potential amounts payable under awards granted to our executive
officers under the plan in September 2009, subject to shareholder approval of the plan.
Name and Principal Position
Target Incentive Annual
Award Amount(1)
Target Incentive Four Year
Award Amount(2)
Robert S. Keane ......................................
President and Chief Executive Officer
$464,441(3) $937,500
Wendy M. Cebula ....................................
President, Vistaprint North America
250,000 560,000
Michael Giannetto ....................................
Executive Vice President and Chief Financial Officer
215,000 440,000
Janet F. Holian .......................................
President, Vistaprint Europe
250,000 560,000
(1) The amounts reported in this column represent target annual cash incentives for our fiscal year ending
June 30, 2010, which are based 50% on our achievement of revenue targets and 50% on our achievement of
earnings per share (determined in accordance with generally accepted accounting principles), or EPS, targets
for fiscal 2010. These amounts represent potential payments that our named executive officers would be
eligible to receive under their fiscal 2010 annual cash incentive awards if we achieve 100% of both our
revenue target and our EPS target for fiscal 2010.
(2) The amounts reported in this column represent target four-year performance incentives. Each named
executive officer is eligible to receive 25% of his or her total award for each of our fiscal years ending
June 30, 2010, 2011, 2012 and 2013 based on our achievement of EPS targets for each fiscal year. These
amounts represent potential aggregate payments that our named executive officers would be eligible to
receive over four years under their long-term performance awards if we achieve the medium range of our
EPS targets in each of the four fiscal year covered by the awards.
(3) This estimated amount would be payable to Mr. Keane in Euros. For purposes of this table, we converted
Mr. Keane’s estimated incentive payments from Euros to US dollars based on the currency exchange rate in
effect on June 30, 2009. The US dollar amounts actually paid, when converted from Euros, will depend
upon the currency exchange rate in effect at the time of payout.
Proxy Statement
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