Vistaprint 2012 Annual Report Download - page 138

2011 Equity Incentive Plan that we may not grant awards for more than 1,000,000 shares in any fiscal year to
any participant, we divided Mr. Keane’s share option into two parts that were granted separately in each of
our fiscal years 2012 and 2013 for purposes of complying with the limitation set forth in the plan: The
$17,624,626 amount that appears in this table represents the first portion of the share option, which was
granted on May 4, 2012; the balance of the share option was granted on August 1, 2012 and does not appear
in this table because it occurred in fiscal 2013. Our Supervisory Board has passed resolutions that, until fiscal
2016 at the earliest, Vistaprint shall not grant any additional long-term incentive award in any form
(including equity or long-term cash awards) to Mr. Keane or any additional share options to Ms. Blake or
Messrs. Nelson or Teunissen.
(5) These amounts represent tax gross-up payments relating to the reimbursement of business travel expenses.
(6) Ms. Blake and Mr. Ruotolo were appointed executive officers in November 2010, and Messrs. Nelson and
Teunissen were appointed executive officers in March 2011. Mr. Ruotolo resigned as a Vistaprint executive
officer effective July 1, 2012.
(7) These amounts represent our matching contributions under Vistaprint USA’s 401(k) deferred savings retire-
ment plan.
(8) $1,111,413 of this amount represents severance payments in connection with Mr. Ruotolo’s resignation as an
executive officer; $818,683 of this amount represents reimbursements and payments for foreign allowances,
children’s tuition, transportation and local Spanish taxes in connection with Mr. Ruotolo’s expatriate
assignment to our Barcelona office; $83,923 of this amount represents tax gross-up amounts relating to the
expatriate and severance payments; and $11,797 of this amount represents our matching contributions under
Vistaprint USA’s 401(k) deferred savings retirement plan. We made the expatriate payments in Euros and
converted the amounts to U.S. dollars for this table based on the currency conversion rate in effect on the
date of each payment.
(9) Represents payments of school tuition for Mr. Teunissen’s children.
Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2012
The following table contains information about plan-based awards granted to each of our named executive
officers during the fiscal year ended June 30, 2012.
All Other
Share
Awards:
Number
of Shares
or Share
Units
(2)(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(3)(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)(4)
Grant Date
Fair Value
of Share
and Option
Awards
($)(5)
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards
Name Grant Date
Threshold
($)(1)
Target
($)
Maximum
($)
RobertS.Keane ....09/26/2011(6) 0 752,725(7) 1,881,813(8)
09/26/2011 0 570,000(9) 1,054,500(10)
05/04/2012 — 1,000,000 50.00 17,624,626
KatrynBlake ......09/26/2011 0 270,000(7) 675,000(8)
09/26/2011 0 375,000(9) 693,750(10)
05/04/2012 31,100 148,755 50.00 3,852,663
Donald R. Nelson . . . 09/26/2011 0 180,000(7) 450,000(8)
09/26/2011 0 300,000(9) 555,000(10)
05/04/2012 19,893 193,189 50.00 4,230,749
Nicholas Ruotolo . . . 09/26/2011 0 270,000(7) 675,000(8)
09/26/2011 0 375,000(9) 693,750(10)
Ernst J. Teunissen . . 09/26/2011(6) 0 262,143(7) 655,358(8)
09/26/2011 0 375,000(9) 693,750(10)
05/04/2012 23,209 225,386 50.00 4,935,872
(1) The amounts reported in this column represent the amounts that would have been payable under our named
executive officers’ annual cash incentive and long-term cash incentive awards if we did not meet our mini-
mum constant currency revenue and EPS targets.
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