Vistaprint 2011 Annual Report Download - page 126

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Proxy Statement
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 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 $50,000 to avoid triggering the excise tax and thus avoid providing gross-up payments to
the executive.
The following table sets forth information on the potential payments to named executive officers upon
their termination or a change in control of Vistaprint, assuming that a termination or change in control took
place on June 30, 2011.
Name
Cash Payment
($)(1)
Accelerated
Vesting of
Share Options
($)(2)
Accelerated
Vesting of
Restricted
Share Units
($)(3)
Welfare
Benefits
($)(4)
Tax Gross-Up
Payment
($)(5)
Total
($)
Robert S. Keane
• Termination Without
Cause or With Good
Reason ............... 2,339,537 — — 36,329 — 2,375,866
• Change in Control ...... 890,625 2,074,641 3,839,340 — — 6,804,606
• Change in Control w/
Termination Without
Cause or With Good
Reason ............... 3,230,162 2,074,641 3,839,340 36,329 1,630,407 10,810,879
Katryn Blake
• Termination Without
Cause or With Good
Reason ............... 601,580 — — 23,141 — 624,721
• Change in Control ...... 390,000 158,832 2,864,397 — — 3,413,229
• Change in Control w/
Termination Without
Cause or With Good
Reason ............... 991,580 158,832 2,864,397 23,141 — 4,037,950
Wendy M. Cebula
• Termination Without
Cause or With Good
Reason ............... 906,182 — — 19,898 — 926,080
• Change in Control ...... 580,000 379,469 4,561,684 — — 5,521,153
• Change in Control w/
Termination Without
Cause or With Good
Reason ............... 1,486,182 379,469 4,561,684 19,898 — 6,447,233
33