Vistaprint 2013 Annual Report Download - page 140

tives over a four-year period, and the aggregate value of Mr. Keane’s share options, which was intended to
equal approximately $21,580,700, represents 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 prohibits us from granting 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 Mr. Keane’s fiscal 2012 row of this table represents the first portion of the
share option, which was granted on May 4, 2012, and the $3,450,821 amount that appears in Mr. Keane’s fis-
cal 2013 row of this table represents the balance of the share option that was granted on August 1, 2012. The
fiscal 2012 and 2013 dollar amounts do not add up to exactly $21,580,700 because the value of the options
was determined as of May 4, 2012, but, as required by SEC rules, the value of the fiscal 2013 portion of the
option set forth in the table above is as of August 1, 2012, the grant date of the second portion. Our Super-
visory Board has passed resolutions that, until fiscal 2016 at the earliest, Vistaprint shall not grant any addi-
tional 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) This amount represents tax gross-up payments relating to the reimbursement of business travel expenses.
(6) $429,146 of this amount represents reimbursements and payments for foreign allowances, children’s tuition
and care, home leave, property maintenance and transportation in connection with Ms. Blake’s expatriate
assignment to our Paris office; $73,434 of this amount represents U.S. tax payments and tax gross-up
amounts relating to the expatriate payments; and $7,714 of this amount represents our matching con-
tributions under Vistaprint USA’s 401(k) deferred savings plan.
(7) Dr. Hansen was appointed an executive officer in August 2012.
(8) $47,800 of this amount represents contributions made to our Swiss pension plan for Dr. Hansen, $23,635 of
this amount represents car allowance payments, and $2,567 of this amount represents a health allowance.
(9) This amount represents our matching contributions under Vistaprint USA’s 401(k) deferred savings retirement plan.
(10) This amount represents payments of school tuition for Mr. Teunissen’s children.
Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2013
The following table contains information about plan-based awards granted to each of our named executive
officers during the fiscal year ended June 30, 2013.
All Other
Share
Awards:
Number
of Shares
or Share
Units
(4)(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(5)(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)(6)
Grant Date
Fair Value
of Share
and Option
Awards
($)(7)
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards
Name Grant Date
Threshold
($)(1)
Target
($)(2)
Maximum
($)(3)
RobertS.Keane .......09/28/2012(8) 0 996,211 1,992,423
08/01/2012 — 224,462 50.00 3,450,821
KatrynS.Blake .......09/28/2012 0 305,000 610,000
05/31/2013 21,871 — — 1,004,972
HaukeK.U.Hansen ....07/01/2012(8) 0 96,253 192,506
08/15/2012 9,457 30,146 50.00 955,088
05/31/2013 9,793 — — 449,988
DonaldR.Nelson......09/28/2012 0 210,000 420,000
05/31/2013 14,145 — — 649,963
ErnstJ.Teunissen .....09/28/2012(8) 0 322,846 645,693
05/31/2013 16,322 — — 749,996
(1) The amounts reported in this column represent the amounts that would have been payable under our named
executive officers’ annual cash incentive awards if we did not meet our minimum constant currency revenue
and EPS targets.
Proxy Statement
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