Vistaprint 2009 Annual Report Download - page 90

VISTAPRINT LIMITED
(predecessor to Vistaprint N.V.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Years Ended June 30, 2009, 2008 and 2007
(in thousands, except share and per share data)
“Directors’ Plan”). Options previously granted to U.S. tax residents under the 2000-2002 Plan were
either “Incentive Stock Options” or “Nonstatutory Options” under the applicable provisions of the U.S.
Internal Revenue Code.
The Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”) provides for
employees, officers, non-employee directors, consultants and advisors of the Company to receive
restricted share awards or other share-based awards or be granted options to purchase common
shares. Among other terms, the 2005 Plan, requires that the exercise price of any share option or
share appreciation right granted under the 2005 Plan be at least 100% of the fair market value of the
common shares on the date of grant; limits the term of any share option or share appreciation right to a
maximum period of ten years; provides that shares underlying outstanding awards under the Vistaprint
Limited 2000-2002 Plan that are cancelled, forfeited, expired or otherwise terminated without having
been exercised in full will no longer become available for the grant of new awards under the 2005 Plan;
and prohibits the repricing of any share options or share appreciation rights without shareholder
approval. In addition, the 2005 Plan provides that the number of common shares available for issuance
under the Plan will be reduced by (i) 1.56 common shares for each share subject to any restricted
share award, restricted share unit or other share-based award with a per share or per unit purchase
price lower than 100% of the fair market value of the common shares on the date of grant and (ii) one
common share for each share subject to any other award under the 2005 Plan.
As of June 30, 2009, there were awards to purchase or acquire 2,868,379 common shares
outstanding under the 2005 Plan, 349,192 common shares had been issued upon exercise of options
granted under the 2005 Plan, and 2,312,137 common shares remained available for issuance under
the 2005 Plan.
The Directors’ Plan provides for non-employee directors of the Company to receive option grants
upon initial appointment as a director and annually thereafter in connection with the Company’s annual
general meeting of shareholders if they are continuing to serve as a director at such time. Under the
Directors’ Plan, the Company reserved 250,000 shares for such awards. As of June 30, 2009, there
were 88,375 options outstanding under the Directors’ Plan and 161,625 shares available for future
grant under the Directors Plan.
While the Company may grant options to employees, officers, non-employee directors,
consultants and advisors which become exercisable at different times or within different periods, the
Company has generally granted options to employees, officers, consultants and advisors that are
exercisable on a cumulative basis, with 25% exercisable on the first anniversary of the date of grant,
and 6.25% quarterly thereafter. In addition, the Company has generally granted awards to
non-employee directors that are exercisable on a cumulative basis, with 8.33% exercisable each
quarter. Given these vesting rates, the requisite service period to achieve 100% vesting is normally
four years for employees and officers and three years for non-employee directors. The contractual life
of the options is ten years.
The Company has issued new shares in fulfillment of all option exercises and restricted share
award vests for periods through June 30, 2009.
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