Vistaprint 2014 Annual Report Download - page 137

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Donald R. Nelson
•
Termination Without Cause or With Good
Reason ...................................................... 560,000 — — 20,401 — 580,401
• Change in Control ..................................... 75,000 — 1,731,486 — — 1,806,486
•
Change in Control w/ Termination Without
Cause or With Good Reason ..................... 635,000 — 1,731,486 20,401 — 2,386,887
Ernst J. Teunissen
•
Termination Without Cause or With Good
Reason ...................................................... 720,864 — — 5,321 — 726,185
• Change in Control ..................................... 93,750 — 1,961,663 — — 2,055,413
•
Change in Control w/ Termination Without
Cause or With Good Reason ..................... 814,614 — 1,961,663 5,321 — 2,781,598
Hauke K.U. Hansen (6)
•
Termination Without Cause or With Good
Reason ........................................................ 485,682 — — 2,680 — 488,362
• Change in Control ........................................ 41,250 — 1,277,727 — — 1,318,977
•
Change in Control w/ Termination Without
Cause or With Good Reason ....................... 526,932 — 1,277,727 2,680 — 1,807,339
_____________
(1) Amounts in this column for Termination Without Cause or With Good Reason represent severance amounts payable under
the executive retention agreements, and amounts in this column for Change in Control represent the acceleration of cash
incentive awards. The amounts of the incentive awards included in these amounts were calculated based on the target
amounts payable if Vistaprint had met its targets for the applicable periods. Cash incentive awards that the named executive
officers earned as of June 30, 2014 irrespective of a termination without cause or change in control have been excluded.
Some of the amounts would be payable to Messrs. Keane and Teunissen in Euros and to Dr. Hansen in Swiss Francs. For
purposes of this table, we converted these executive officers’ payments from Euros to U.S. dollars at a currency exchange
rate of 1.36012 and from Swiss Francs to U.S. dollars at a currency exchange rate of 1.11651, in each case based on the
30-day average currency exchange rate for June 1-30, 2014, which was the end of our most recent fiscal year.
(2) Amounts in this column represent the value of unvested, in-the-money share options that would vest upon the triggering
event described in the first column. The value of share options is based on the difference between the exercise price of the
options and $40.46 per share, which was the closing price of our ordinary shares on NASDAQ on June 30, 2014, the last
trading day of our fiscal year 2014. No unvested, in-the-money share options appear in this table
because all of the executives' unvested options have exercise prices that are higher than $40.46 per share.
(3) Amounts in this column represent the value of unvested restricted share units that would vest upon the triggering event
described in the first column, based on $40.46 per share, which was the closing price of our ordinary shares on NASDAQ
on June 30, 2014, the last trading day of our fiscal year 2014.
(4) Amounts reported in this column represent the estimated cost of providing employment related benefits (such as insurance
for medical, dental, and vision) during the period the named executive officer is eligible to receive those benefits under the
executive retention agreements, which is two years for Mr. Keane and one year for the other named executive officers.
(5) Amounts in this column are estimates based on a number of assumptions and do not necessarily reflect the actual amounts
of tax gross-up payments that the named executive officers would receive. Our Compensation Committee has decided that
after August 1, 2012, we will no longer include such tax gross-up provisions in the executive retention agreements that we
enter into with our future executives.
(6) Dr. Hansen's employment with Vistaprint terminated effective June 30, 2014. In connection with his termination, Dr. Hansen's
executive retention agreement terminated and was replaced by a separation agreement described in more detail in the
section entitled “Severance” above. Under the separation agreement, Dr. Hansen received severance payments, equity
acceleration, and other benefits that are different from the hypothetical amounts in this table.
We have also entered into indemnification agreements with our executive officers that provide the executives with
indemnification for actions they take in good faith as members of the Management Board.
The Role of Company Executives in the Compensation Process
Although the Compensation Committee manages and makes decisions about the compensation process, the
Committee also takes into account the views of our Chief Executive Officer, who makes initial recommendations
with respect to executive officers other than himself. Other employees of Vistaprint also participate in the
Proxy Statement