Vistaprint 2009 Annual Report Download - page 148

(2) Amounts in this column represent the value of share options upon the triggering event described in the first
column. The value of share options is based on the difference between the exercise price of the options and
$42.65 per share, which was the closing price of our common shares on the NASDAQ Global Select Market
on June 30, 2009.
(3) Amounts in this column represent the value of restricted share units upon the triggering event described in
the first column, based on $42.65 per share, which was the closing price of our common shares on June 30,
2009.
(4) Amounts reported in this column represent the estimated cost of providing employment related benefits
during the period the named executive officer was eligible to receive those benefits under the previous
executive retention agreements. This period was one year for Mr. Keane, whether his termination was
before or after a change in control, six months for the other named executive officers for termination before
a change in control, and one year for the other named executive officers for termination after a change in
control.
(5) Amounts in this column are estimates based on a number of assumptions and do not necessarily reflect the
actual amounts of tax gross-up payments that the named executive officers would receive. We used an
outside consultant to calculate the amounts in this column for this proxy statement, and the consultant used a
different methodology for the calculation than we did for last year’s proxy statement.
Each executive officer has signed nondisclosure, invention assignment and non-competition and
non-solicitation agreements providing for the protection of our confidential information and ownership of
intellectual property developed by such executive officer and post-employment non-compete and non-solicitation
provisions. We have also entered into indemnification agreements with our named executive officers that provide
the executives with indemnification for actions they take in good faith as members of the Management Board.
The Role of Company Executives in the Compensation Process
Although the Compensation Committee manages and makes decisions about the compensation process, the
Committee also takes into account the views of the CEO, who makes initial recommendations with respect to
named executive officers other than himself. Other employees of Vistaprint also participate in the preparation of
materials presented to or requested by the Compensation Committee for use and consideration at Compensation
Committee meetings.
Share Ownership Guidelines
We encourage, but do not require, the members of our Management Board (who are our named executive
officers) and our supervisory directors to own our ordinary shares.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of
1986, as amended, generally disallows a tax deduction for compensation in excess of $1.0 million paid to our
CEO and to each other named executive officer (other than the chief financial officer) whose compensation is
required to be reported to our shareholders pursuant to SEC rules by reason of being among our three most highly
paid executive officers. This deduction limitation can apply to compensation paid by U.S. subsidiaries of
Vistaprint. Qualifying performance-based compensation is not subject to the deduction limitation if certain
requirements are met.
We are asking our shareholders to approve our Performance Incentive Plan for Covered Employees to allow
us to take a tax deduction for compensation paid to our named executive officers under the plan, which we
believe is in the best interests of Vistaprint and its shareholders.
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