Vistaprint 2012 Annual Report Download - page 139

(2) The amounts reported in this column represent restricted share units granted under our 2011 Equity
Incentive Plan that vest 25% one year after they are granted and 6.25% per quarter thereafter. As the
restricted share units vest, we automatically issue the vested shares to the employee; the employee does not
need to exercise them or pay any amount to us for the purchase of the shares.
(3) The amounts reported in this column represent premium-priced share options granted under our 2011
Equity Incentive Plan that vest over seven years and have an eight-year term.
(4) The exercise price of these premium-priced share options was 33% higher than the closing price of Vistap-
rint’s ordinary shares on NASDAQ on the grant dates. The Compensation Committee chose this exercise
price in part because it is higher than the highest of the three-, six-, and twelve-month trailing averages of
Vistaprint’s share price on NASDAQ as of the July 28, 2011 public announcement of our five-year growth
strategy. Thus this premium exercise price ensures that Vistaprint’s share price must increase above the
price before the announcement of our strategy in order for the named executive officers to realize any
returns on these awards.
(5) The amounts reported in this column represent the grant date fair value for each executive officer’s share-
based awards computed in accordance with FASB ASC Topic 718. You can find the assumptions we used
in the calculations for these amounts in Note 9 to our audited financial statements included in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2012. The value of the share options granted to
Ms. Blake and Messrs. Nelson and Teunissen represents the total approximate value of all traditional share
options that Vistaprint would have granted to these executives over a four-year period. The value of
Mr. Keane’s share option reported in this table plus a subsequent option to purchase 224,462 shares granted
to him on August 1, 2012 (which does not appear in this table because it was granted in fiscal 2013) repre-
sent in the aggregate the total approximate value of all long-term incentive awards of any kind that
Vistaprint would have granted to Mr. Keane over a four-year period. Due to a limitation in our 2011 Equity
Incentive Plan that we may not grant awards for more than 1,000,000 shares in any fiscal year to any partic-
ipant, we divided Mr. Keane’s share option into two parts that were granted separately in each of Vistap-
rint’s fiscal years 2012 and 2013 for purposes of complying with the limitation set forth in the plan. 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.
(6) The estimated amounts in this row would be payable to Messrs. Keane and Teunissen in Euros. For pur-
poses of this table, we converted these estimated incentive payments from Euros to U.S. dollars at a cur-
rency exchange rate of 1.2483, based on the 30-day average currency exchange rate for June 1-30, 2012,
which was the end of our most recent fiscal year.
(7) These amounts represent target annual cash incentives for our fiscal year ended June 30, 2012, which were
based 50% on our achievement of constant currency revenue targets and 50% on our achievement of EPS
targets for fiscal 2012. These amounts represent payments that our named executive officers are eligible to
receive under their fiscal 2012 annual cash incentive awards for 100% achievement of our targets for fiscal
2012. You can find more information on the amounts actually paid to our executive officers under their
fiscal 2012 annual cash incentive awards above in the Compensation Discussion and Analysis section of
this proxy statement.
(8) These amounts represent the maximum amounts that would have been payable under our named executive
officers’ annual cash incentive awards for our fiscal year ended June 30, 2012. The payout under our annual
cash incentives is capped at 250% of each executive officer’s target amount. In fact, based on our achieve-
ment of our targets for fiscal 2012, our executive officers received payments that were less than these
amounts. You can find more information on the amounts actually paid to our executive officers under their
fiscal 2012 annual cash incentive awards above in the Compensation Discussion and Analysis section of
this proxy statement.
(9) These amounts represent target long-term cash incentives. Each named executive officer is eligible to receive
25% of his or her total award for each of our fiscal years ending June 30, 2012, 2013, 2014 and 2015 based on
our achievement of EPS targets for each fiscal year. The EPS targets are expressed as dollar values in the low,
medium and upper ranges. These amounts represent potential aggregate payments that our executive officers
Proxy Statement
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