Vistaprint 2009 Annual Report Download - page 130
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The annual incentive awards payable for the fiscal year ended June 30, 2009 under the annual incentive plan
in effect for such fiscal year is set forth in the Summary Compensation Table below.
Since none of the members of our Supervisory Board is employed by Vistaprint in any other capacity, none
of the members of our Supervisory Board is eligible to participate or receive any awards under the Performance
Incentive Plan.
Amendment and Termination of the Performance Incentive Plan
The Supervisory Board or the Compensation Committee may from time to time amend, suspend, terminate
or reinstate any or all provisions of the Performance Incentive Plan. However, the approval of the Supervisory
Board, Compensation Committee and/or shareholders is required for any amendment if such approval is
necessary to comply with the applicable provisions of Section 162(m) of the Code and other applicable laws or
stock exchange rules or regulations. The Performance Incentive Plan will continue in effect until the Supervisory
Board terminates it, except that the Performance Incentive Plan will terminate automatically if it is not
reapproved by the shareholders at the first shareholders meeting in the fifth year after the date of the adoption of
the Performance Incentive Plan.
United States Federal Income Tax Consequences
Under present United States federal income tax laws, participants will realize ordinary income in the year of
receipt. We will receive a deduction for the amount constituting ordinary income to the participant, so long as the
Performance Incentive Plan and the award satisfy the requirements of Section 162(m) of the Code. It is our
intention that the Performance Incentive Plan be constructed and administered in a manner which maximizes the
deductibility of compensation for Vistaprint under Section 162(m) of the Code. Tax consequences in countries
other than the United States will vary based on the laws of the foreign jurisdiction, but generally are similar to
the United States.
Our Management Board and Supervisory Board recommend that you vote FOR the approval of our
Performance Incentive Plan for Covered Employees.
PROPOSAL 5—APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting
firm for the fiscal year ending June 30, 2010. If this proposal is not approved by our shareholders at the annual
meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP. We do not expect that
Ernst & Young LLP will attend the annual meeting or be available to answer questions.
Our Management Board and Supervisory Board recommend that you vote FOR the appointment of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2010.
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