Vistaprint 2014 Annual Report Download - page 143

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39
(1) Except as set forth in footnote 6 below, each share option has an exercise price equal to the fair market value of our ordinary
shares on the date of grant and becomes exercisable, so long as the named executive officer continues to be employed with
us, as to 25% of the shares subject to the option after one year and 6.25% per quarter thereafter. Except as set forth in
footnote 6, each share option expires 10 years after the date on which it was granted.
(2) So long as the named executive officer continues to be employed with us, each restricted share unit vests, and the vested
shares are issued to the named executive officer, over a period of four years: 25% of the shares subject to the unit after one
year and 6.25% per quarter thereafter.
(3) The market value of the restricted share units is determined by multiplying the number of restricted share units by $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) All of Mr. Keane’s awards are held by his Trusts.
(5) Mr. Keane may not exercise his premium-priced options unless our share price on NASDAQ is at least $75.00 on the exercise
date. Because the closing price of our ordinary shares on NASDAQ on June 30, 2014, the last trading day of our fiscal year
2014, was $40.46, these options were not exercisable on that date.
(6) These awards are premium-priced share options with an exercise price that is significantly higher than the closing price of
Vistaprint’s ordinary shares on NASDAQ on the grant dates. The Compensation Committee chose this exercise price in part
because it is higher than the highest of the three-, six-, and twelve-month trailing averages of Vistaprint’s share price on
NASDAQ as of the July 28, 2011 public announcement of our growth strategy. The premium-priced share options vest over
seven years and have an eight-year term.
(7) Dr. Hansen is no longer an executive officer effective in June 2014.
Option Exercises and Shares Vested in the Fiscal Year Ended June 30, 2014
The following table contains information about option exercises and vesting of restricted share units on an aggregated
basis during fiscal 2014 for each of our named executive officers.
Option Awards Share Awards
Name
Number of Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
(1)($)
Number of Shares
Acquired on
Vesting
(#)
Value Realized
on Vesting
(2)($)
Robert S. Keane .............................................................. 150,000 7,911,000 20,308 1,016,147
Katryn S. Blake ................................................................ — — 25,863 1,250,775
Donald R. Nelson ............................................................ — — 17,547 858,444
Ernst J. Teunissen ........................................................... — — 20,203 972,179
Hauke K.U. Hansen (3) — — 18,675 865,553
_____________
(1) Represents the net amount realized from all option exercises during fiscal 2014. In cases involving an exercise and
immediate sale, the value was calculated on the basis of the actual sale price. In cases involving an exercise without
immediate sale, the value was calculated on the basis of our closing sale price of our ordinary shares on NASDAQ on the
date of exercise.
(2) The value realized on vesting of restricted share units is determined by multiplying the number of shares that vested by
the closing sale price of our ordinary shares on NASDAQ on the vesting date.
(3) Dr. Hansen is no longer an executive officer effective in June 2014.
Proxy Statement