Vistaprint 2009 Annual Report Download - page 145

Download and view the complete annual report

Please find page 145 of the 2009 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 160

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

Long-Term Incentive Cash Compensation
Subject to shareholder approval, we are adding a new long-term incentive cash component to the
compensation of our named executive officers in the form of the Performance Incentive Plan for Covered
Employees that we are asking our shareholders to approve at the annual meeting. An identical plan is already in
place for many of our employees who are not named executive officers. The Compensation Committee believes
that including all of our named executive officers under this new incentive vehicle will continue to build on our
pay-for-performance culture and philosophy and balance the focus on stock price appreciation created through
equity awards with cash awards that will be based on the achievement of financial metrics that are drivers of
long-term shareholder value creation. Each long-term award under the plan will have a performance cycle of
multiple years. At the beginning of each performance cycle, we will develop performance targets for each of the
years within that specific cycle. We will measure performance on an annual basis and make payments over the
full performance cycle. Actual payout levels will be based on actual achieved performance and can range from
0% - 250% of target award depending on the year.
In September 2009, we granted two awards to each of our named executive officers under the Performance
Incentive Plan for Covered Employees: Each named executive officer received an annual award relating to our
revenue and earnings per share performance during fiscal 2010 and a long-term award relating to our earnings
per share performance over four years. You can find more information about these awards in the “Estimate of
Benefits” section under Proposal 4 above.
Benefit Programs
The Compensation Committee has specifically chosen to provide named executive officers with the same
health and welfare benefits provided to other employees based in the same geographic location. The
Compensation Committee believes that all employees based in the same geographic location should have access
to similar levels of health and welfare benefits. As such, named executive officers have the opportunity to
participate in our medical, dental, vision, and disability plans. Additionally, they are also offered the same
flexible spending accounts, group life and accidental death and disability insurance as those offered to all other
employees based in the same geographic location. U.S. based employees may also participate in a 401(k) plan
which provides a company match of up to 50% on the first 6% of the participant’s annual salary that is
contributed, with company matching contributions vesting ratably over a four year period.
Perquisites
In general, executives are not entitled to benefits that are not otherwise available to all other employees who
work in the same geographic location. Although in past years we reimbursed the CEO for the expense of a health
club membership, we discontinued this benefit in fiscal 2009.
We do, however, have arrangements with some of our executives to reimburse them for living and
relocation expenses relating to their work outside of their home countries. During fiscal year 2009, Janet Holian
frequently traveled to our Barcelona office in her role of President of Vistaprint Europe, and we paid a total of
$59,472 during the year for rent, telephone and real estate agency fees. In addition, in fiscal year 2009, we
announced that our CEO would move to Paris, France from our Lexington, Massachusetts office. The
Compensation Committee approved a total of up to $40,000 be paid to the CEO in reimbursement for relocation
services. We did not pay any of this amount during fiscal 2009.
Executive Retention and Other Agreements
In October 2009, we entered into amended and restated executive retention agreements with Messrs. Keane
and Giannetto, Ms. Cebula and Ms. Holian that replace their previous executive retention agreements. Under the
amended and restated executive retention agreements, or retention agreements, if we terminate a named
Proxy Statement
29