Vistaprint 2011 Annual Report Download - page 73

total cost of $148,023 including transaction costs. There is no amount remaining available for future
purchases under this program as we have reached the limit of 10% of our issued and outstanding
ordinary shares.
For RSUs that vest, we also withhold shares with value equivalent to certain employees’
minimum statutory withholding obligation for the applicable income and other employment taxes and
remit the cash to the appropriate taxing authorities. Total payments for the employees’ tax obligations
to the taxing authorities were $5,653, $6,142, and $4,176 in fiscal 2011, 2010, and 2009, respectively,
and are reflected as a financing activity within the Consolidated Statement of Cash Flows. These
withholdings have the effect of share repurchases by us as they reduce the number of shares that
would have otherwise been issued as a result of the vesting.
Share-based awards
The 2011 Equity Incentive Plan (the “2011 Plan”) became effective upon shareholder approval
on June 30, 2011, and provides for employees, officers, non-employee directors, consultants and
advisors to receive restricted share awards or other share-based awards or options to purchase
ordinary shares. Among other terms, the 2011 Plan requires that the exercise price of any share
option or share appreciation right granted under the 2011 Plan be at least 100% of the fair market
value of the ordinary 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 Amended and Restated 2005 Equity Incentive Plan that are cancelled, forfeited,
expired or otherwise terminated without having been exercised in full will become available for the
grant of new awards under the 2011 Plan; and prohibits the repricing of any share options or share
appreciation rights without shareholder approval. In addition, the 2011 Plan provides that the number
of ordinary shares available for issuance under the Plan will be reduced by (i) 1.56 ordinary shares for
each share subject to a restricted share or other share-based award with a per share or per unit
purchase price lower than 100% of the fair market value of the ordinary shares on the date of grant
and (ii) one ordinary share for each share subject to any other award under the 2011 Plan.
Our 2005 Non-Employee Directors’ Share Option Plan provides for non-employee directors to
receive option grants upon initial appointment as a director and annually thereafter in connection with
our annual general meeting of shareholders if they are continuing to serve as a director at such time.
We also have two additional plans with options and RSUs outstanding and from which we will
not grant any additional awards. An aggregate of 6,491,968 ordinary shares are available for future
awards under all of our share-based award plans as of June 30, 2011. A combination of new shares
and treasury shares has historically been used in fulfillment of option exercises and RSU award vests.
Share options
Options are granted to purchase ordinary shares at prices that are equal to the fair market
value of the shares on the date the option is granted and have a contractual term of ten years.
Options generally vest quarterly over 3 years for directors and 25% after one year and quarterly
thereafter for employees.
The fair value of each option award is estimated on the date of grant using the Black-Scholes
option pricing model and is recognized as expense on a straight-line basis over the requisite service
period, net of estimated forfeitures based on historical experience. Use of a valuation model requires
management to make certain assumptions with respect to inputs. The expected volatility assumption
is based upon historical volatility of our share price. The expected life assumption is based on the
contractual and vesting term of the option and historical experience. The risk-free interest rate is
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