Vistaprint 2014 Annual Report Download - page 136

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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 US Tax 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 US Tax Code, then Vistaprint has the right to reduce
the payment by up to $50,000 to avoid triggering the excise tax and thus avoid providing gross-up payments to the
executive. Our Compensation Committee has decided that after August 1, 2012, we will no longer include such excise
tax gross-up provisions in the executive retention agreements that we enter into with our future executives.
The following table sets forth information on the potential payments to named executive officers upon their termination
or a change in control of Vistaprint, assuming that a termination or change in control took place on June 30, 2014.
Name Cash Payment
($)(1)
Accelerated
Vesting of
Share Options
($)(2)
Accelerated
Vesting of
Restricted
Share Units
($)(3)
Welfare
Benefits
($)(4)
Tax
Gross-Up
Payment
($)(5)
Total
($)
Robert S. Keane
•
Termination Without Cause or With Good
Reason ...................................................... 3,218,044 — — 54,194 — 3,272,238
• Change in Control ..................................... 142,500 — 426,934 — — 569,434
•
Change in Control w/ Termination Without
Cause or With Good Reason ..................... 3,360,544 — 426,934 54,194 — 3,841,672
Katryn S. Blake
•
Termination Without Cause or With Good
Reason ...................................................... 700,000 — — 20,685 — 720,685
• Change in Control ..................................... 93,750 — 2,538,541 — — 2,632,291
•
Change in Control w/ Termination Without
Cause or With Good Reason ..................... 793,750 — 2,538,541 20,685 — 3,352,976