Vistaprint 2011 Annual Report Download - page 127

Download and view the complete annual report

Please find page 127 of the 2011 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 139

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139

Name
Cash Payment
($)(1)
Accelerated
Vesting of
Share Options
($)(2)
Accelerated
Vesting of
Restricted
Share Units
($)(3)
Welfare
Benefits
($)(4)
Tax Gross-Up
Payment
($)(5)
Total
($)
Nicholas Ruotolo
Termination Without
Cause or With Good
Reason ............... 619,745 — 19,808 639,553
Change in Control ...... 365,000 158,832 2,830,328 3,354,160
Change in Control w/
Termination Without
Cause or With Good
Reason ............... 984,745 158,832 2,830,328 19,808 3,993,713
Ernst J. Teunissen
Termination Without
Cause or With Good
Reason ............... 510,983 — 5,230 516,213
Change in Control ...... 90,000 — 2,064,967 2,154,967
Change in Control w/
Termination Without Cause
or With Good Reason . . . . . 600,983 2,064,967 5,230 2,671,180
Michael Giannetto(6)
Termination Without
Cause or With Good
Reason ............... 671,760 — 20,182 691,942
Change in Control ...... 486,250 — 1,532,827 2,019,077
Change in Control w/
Termination Without
Cause or With Good
Reason ............... 1,158,010 1,532,827 20,182 2,711,019
(1) Amounts in this column for Termination Without Cause or With Good Reason represent severance
amounts payable under the executive retention agreements, and amounts in this column for Change in
Control represent the acceleration of cash incentive awards. The amounts of the incentive awards included
in these amounts were calculated based on the target amounts payable if Vistaprint had met its targets for
the applicable periods. Cash incentive awards that the named executive officers earned as of June 30, 2011
irrespective of a termination without cause or change in control have been excluded.
(2) Amounts in this column represent the value of share options upon the triggering event described in the first
column. The value of share options is based on the difference between the exercise price of the options
and $47.85 per share, which was the closing price of our ordinary shares on the NASDAQ Global Select
Market on June 30, 2011.
(3) Amounts in this column represent the value of restricted share units upon the triggering event described in the
first column, based on $47.85 per share, which was the closing price of our ordinary shares on June 30, 2011.
(4) Amounts reported in this column represent the estimated cost of providing employment related benefits
during the period the named executive officer is eligible to receive those benefits under the executive
retention agreements, which is two years for Mr. Keane and one year for the other named executive
officers.
(5) Amounts in this column are estimates based on a number of assumptions and do not necessarily reflect the
actual amounts of tax gross-up payments that the named executive officers would receive.
(6) Mr. Giannetto resigned as an executive officer of Vistaprint in March 2011 and remained a Vistaprint
employee in a non-executive capacity until June 30, 2011.
34