Vistaprint 2009 Annual Report Download - page 147

The following table sets forth information on the potential payments to named executive officers upon their
termination or a change in control of Vistaprint, assuming the termination or change in control took place on
June 30, 2009. Because we entered into the retention agreements described above after the measurement date of
June 30, 2009, this table shows what the potential payments might have been under our previous executive
retention agreement with each named executive officer as of that date. The table also does not include
Mr. Grewal or Ms. Drapeau because they were no longer executive officers of Vistaprint on that date. The actual
amounts that would be paid to any named executive officer can only be determined at the time of actual
termination of employment or change in control and would vary from the amount listed below.
Name
Cash Payment
($)(1)
Accelerated
Vesting of
Share Options
($)(2)
Accelerated
Vesting of
Restricted
Share Units
($)(3)
Welfare
Benefits
($)(4)
Tax Gross Up
Payment
($)(5)
Total
($)
Robert S. Keane
• Termination Without Cause
or With Good Reason ...... 1,452,500 — — 13,416 — 1,465,916
• Change in Control ........ — 4,326,677 747,356 — — 5,074,033
• Change in Control w/
Termination Without Cause
or With Good Reason ...... 1,452,500 4,326,677 747,356 13,416 836,518 7,376,467
Wendy M. Cebula
• Termination Without Cause
or With Good Reason prior
to Change in Control ...... 468,750 — — 5,930 — 474,680
• Change in Control ........ — 808,468 2,919,691 — — 3,728,159
• Change in Control w/
Termination Without Cause
or With Good Reason ...... 937,500 808,468 2,919,691 11,861 — 4,677,520
Janet F. Holian
• Termination Without Cause
or With Good Reason prior
to Change in Control ...... 468,750 — — 3,840 — 472,590
• Change in Control ........ — 808,468 2,919,691 — — 3,728,159
• Change in Control w/
Termination Without Cause
or With Good Reason ...... 937,500 808,468 2,919,691 7,680 — 4,673,339
Michael Giannetto
• Termination Without Cause
or With Good Reason prior
to Change in Control ...... 352,500 — — 6,165 — 358,665
• Change in Control ........ — 379,834 2,315,213 — — 2,695,047
• Change in Control w/
Termination Without Cause
or With Good Reason ...... 705,000 379,834 2,315,213 12,330 — 3,412,377
(1) Amounts in this column represent severance amounts payable under the executives’ previous executive
retention agreements, which provided for one year’s salary and bonus for Mr. Keane, whether his
termination was before or after a change in control, six months’ salary and bonus for the other named
executive officers for termination before a change in control, and one year’s salary and bonus for the other
named executive officers for termination after a change in control. The amount of bonus included in the
severance amount was calculated based on the maximum amount of bonus payable if Vistaprint had
overachieved its targets for fiscal 2009.
Proxy Statement
31