Vistaprint 2011 Annual Report Download - page 125

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Benefit Programs
The Compensation Committee has chosen to provide executive officers with the same health and welfare
benefits provided to other employees based in the same geographic location. The Compensation Committee
believes that all employees based in the same geographic location should have access to similar levels of
health and welfare benefits. As such, executive officers have the opportunity to participate in the same
medical, dental, vision, and disability plans, group life and accidental death and disability insurance and other
benefit plans as those offered to all other employees based in the same geographic location. U.S. based
employees may also participate in a 401(k) plan that provides a company match of up to 50% on the first 6%
of the participant’s eligible compensation that is contributed, subject to certain limits under the U.S. Internal
Revenue Code, with company matching contributions vesting over a four-year period.
Perquisites
In general, executives are not entitled to benefits that are not otherwise available to all other employees
who work in the same geographic location. We do, however, have arrangements with some of our named
executive officers to reimburse them for living and relocation expenses relating to their work outside of their
home countries. You can find more information about these arrangements in the Summary Compensation
Table of this proxy statement.
Executive Retention and Other Agreements
We have entered into executive retention agreements with all of our executive officers. Under the
executive retention agreements, if we terminate an executive officer’s employment without cause (as defined in
the agreements) or the executive terminates his or her employment for good reason (as defined in the
agreements) before a change in control of Vistaprint or within one year after a change in control (as defined in
the 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 the other executive officers. 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 named executive officers.
The executive retention agreements also provide that, upon a change in control of Vistaprint, all equity
awards granted to each 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
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