Vistaprint 2010 Annual Report Download - page 133

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. These severance
payments are based on the executive’s then current base salary plus 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. If there is no change in control of Vistaprint during
the fiscal year, this pro rata portion is capped at the actual 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. If there is no
change in control of Vistaprint during the applicable performance period, this pro rata portion is capped
at the actual 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.
• 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 named executive officer 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 U.S. 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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