Vistaprint 2009 Annual Report Download - page 155

Fees
In fiscal 2009, each non-employee director received an annual cash retainer of $13,000, payable in quarterly
installments, plus $3,000 for each regularly scheduled meeting of our Board of Directors that the director
physically attended and $10,000 annually for each committee on which the director served. Directors are also
reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of our Board
of Directors and its committees.
Equity Grants
On the date of each annual general meeting, each director receives two equity grants: (i) A share option to
purchase a number of ordinary shares having a fair value equal to $50,000, up to a maximum of 12,500 shares,
granted under our 2005 Non-Employee Directors’ Share Option Plan, as amended; and (ii) restricted share units
having a fair value equal to $110,000, granted under our Amended and Restated 2005 Equity Incentive Plan.
Each newly appointed director receives two equity grants upon his or her initial appointment to the board:
(i) A share option to purchase a number of ordinary shares having a fair value equal to $150,000, up to a
maximum of 50,000 shares, granted under our 2005 Non-Employee Directors’ Share Option Plan, as amended;
and (ii) restricted share units having a fair value equal to $125,000, granted under our Amended and Restated
2005 Equity Incentive Plan.
The directors’ options and restricted share units vest at a rate of 8.33% per quarter over a period of three
years from the date of grant, so long as the director continues to serve as a director on each such vesting date.
Each option expires upon the earlier of ten years from the date of grant or 90 days after the director ceases to
serve as a director. The exercise price of the options granted under our 2005 Non-Employee Directors’ Share
Option Plan, as amended, is the fair market value of our ordinary shares on the date of grant.
For the purposes of determining the number of share options and restricted share units to be granted at each
annual general meeting or upon initial appointment, the fair value of each share option and restricted share unit is
determined by the Supervisory Board using a generally accepted option pricing valuation methodology, such as
the Black-Scholes model or binomial method, with such modifications as it may deem appropriate to reflect the
fair market value of the share options or restricted share units. In fiscal year 2009, we used the Black-Scholes
model to determine fair market value of share options.
Compensation Committee Interlocks and Insider Participation
During fiscal 2009, Messrs. Gyenes, Overholser and Page served as members of our Compensation
Committee. During fiscal 2009, no member of our Compensation Committee was an officer or employee of
Vistaprint or of our subsidiaries or had any relationship with us requiring disclosure under SEC rules.
During fiscal 2009, none of our executive officers served as a member of the board of directors or
compensation committee (or other committee serving an equivalent function) of any entity that had one or more
executive officers serving as a member of our Board of Directors or Compensation Committee.
Proxy Statement
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