Vistaprint 2009 Annual Report Download - page 146

executive officer’s employment without cause (as defined in the retention agreements) or the executive
terminates his or her employment for good reason (as defined in the retention agreements) before a change in
control of Vistaprint or within one year after a change in control (as defined in the retention agreements), then the
executive is entitled to receive:
• a lump sum severance payment equal to two years’ salary and bonus, in the case of Mr. Keane, or one
year’s salary and bonus, in the case of Ms. Cebula, Mr. Giannetto and Ms. Holian, based on the
executive’s then current base salary and the greater of (1) the target bonus for the then current fiscal
year, or (2) the target bonus for the then current fiscal year multiplied by the average actual bonus
payout percentage for the previous three fiscal years;
• with respect to any outstanding annual incentive award under our Performance Incentive Plan, a pro rata
portion, based on the number of days from the beginning of the then current fiscal year until the date of
termination, of his or her target incentive for the fiscal year multiplied by the average actual payout
percentage for the previous two fiscal years, up to a maximum, if there is no change in control of
Vistaprint during the fiscal year, of the amount of annual incentive that the executive would have
received had he or she remained employed by Vistaprint through the end of the fiscal year;
• with respect to any outstanding multi-year award under our Performance Incentive Plan, a pro rata
portion, based on the number of days from the beginning of the then current performance period until
the date of termination, of his or her mid-range target incentive for the then current performance period
multiplied by the average actual payout percentage for the previous two fiscal years, up to a maximum,
if there is no change in control of Vistaprint during the applicable performance period, of the amount of
incentive for the performance period that the executive would have received had he or she remained
employed by Vistaprint through the end of the performance period; and
• the continuation of all other employment-related benefits for two years after the termination, in the case
of Mr. Keane, or one year after the termination, in the case of our other three named executive officers.
The retention agreements also provide that, upon a change in control of Vistaprint, all equity awards granted
to each executive will accelerate and become fully vested; each executive’s multi-year incentive awards under
our Performance Incentive Plan will accelerate such that the executive will receive the mid-range target bonus for
the then current performance period and each performance period after the change in control; and each executive
will receive a pro rata portion, based on the number of days in the fiscal year before the change in control, of his
or her target annual incentive award for that fiscal year. In addition, if after a change in control Vistaprint’s
successor terminates the executive without cause, or the executive terminates his or her employment for good
reason (as defined in the retention agreements), then each of the executive’s equity awards remains exercisable
until the earlier of one year after termination or the original expiration date of the award. If an executive is
required to pay any excise tax pursuant to Section 280G of the Internal Revenue Code of 1986, as amended, as a
result of compensation payments made to him or her, or benefits obtained by him or her (including the
acceleration of equity awards) resulting from a change in ownership or control of Vistaprint, we are required to
pay the executive an amount, referred to as a gross-up payment, equal to the amount of such excise tax plus any
additional taxes attributable to such gross-up payment. However, if reducing the executive’s compensation
payments by up to $50,000 would eliminate the requirement to pay an excise tax under Section 280G of the
Code, then Vistaprint has the right to reduce the payment by up to $50,000 to avoid triggering the excise tax and
thus avoid providing gross-up payments to the executive.
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