Vistaprint 2013 Annual Report Download - page 135

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‰With respect to any outstanding multi-year award under our Performance Incentive Plan, a pro rata por-
tion, based on the number of days from the beginning of the then current performance period until the date
of termination, of his or her mid-range target incentive for the then current performance period multiplied
by the average actual payout percentage for the previous two fiscal years. If there is no change in control
of Vistaprint during the applicable performance period, this pro rata portion is capped at the actual amount
of incentive for the performance period that the executive would have received had he or she remained
employed by Vistaprint through the end of the performance period.
‰The continuation of all other employment-related benefits for two years after the termination in the case of
Mr. Keane, or one year after the termination in the case of our other executive officers.
The executive retention agreements also provide that, upon a change in control of Vistaprint, all equity
awards granted to each executive officer will accelerate and become fully vested; each executive’s multi-year
incentive awards under our Performance Incentive Plan will accelerate such that the executive will receive the
mid-range target bonus for the then current performance period and each performance period after the change 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
Code 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 termination or 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. Our Compensation
Committee has decided that after August 1, 2012, we will no longer include such excise tax gross-up provisions
in the executive retention agreements that we enter into with our future executives.
38