Vistaprint 2014 Annual Report Download - page 146

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42
(1) 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 at a rate of 8.33% per quarter over a period of three years from the date of grant, so long as the supervisory
director continues to serve as a supervisory director on each such vesting date. Each share option expires 10 years after
the date on which it was granted.
(2) Upon the vesting of each restricted share unit, shares are issued to the supervisory director on a one-to-one basis. Restricted
share units issued to supervisory directors before July 1, 2013 vest as to 8.33% of the shares subject to the unit per quarter
over a period of three years, so long as the supervisory director continues to serve as a supervisory director on each such
vesting date. Restricted share units issued to supervisory directors after July 1, 2013 vest as to 12.5% of the shares subject
to the unit per quarter over a period of two years, so long as the supervisory director continues to serve as a supervisory
director on each such vesting date.
(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.
We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates
to serve on our Supervisory Board. When considering our supervisory directors’ compensation, our Compensation
Committee considers the significant amount of time that supervisory directors expend in fulfilling their duties to Vistaprint,
the skill level that we require of members of our Supervisory Board, and competitive compensation data from our peer
group.
Fees
We pay our supervisory directors the following fees for their service on our Supervisory Board:
All supervisory directors $34,000 retainer per fiscal year
$10,000 retainer per fiscal year for each committee of the
Supervisory Board on which the director serves
$3,000 for each regularly scheduled Supervisory Board meeting that
the director physically attends
Chairman of the Supervisory Board $15,000 retainer per fiscal year
Chairman of our Audit Committee $15,000 retainer per fiscal year
Chairmen of our Compensation Committee and
Nominating and Corporate Governance
Committee
$10,000 retainer per fiscal year
We also reimburse our supervisory directors for reasonable travel and other expenses incurred in connection with
attending meetings of our Supervisory Board and its committees, and we pay for their tax preparation fees and filings
for their Dutch income tax returns.
Equity Grants
Share Options. Upon his or her initial appointment to the Supervisory Board, each supervisory director receives a
share option to purchase a number of ordinary shares having a fair value equal to $150,000, up to a maximum of
50,000 shares. On the date of each annual general meeting, each incumbent supervisory director receives a share
option to purchase a number of ordinary shares having a fair value equal to $50,000, up to a maximum of 12,500 shares.
We grant options to our supervisory directors under our 2005 Non-Employee Directors’ Share Option Plan, as amended,
with an exercise price equal to the fair market value of our ordinary shares on the date of grant. The supervisory
directors’ options vest at a rate of 8.33% per quarter over a period of three years from the date of grant, so long as
the supervisory director continues to serve as a director on each such vesting date, and expire upon the earlier of ten
years from the date of grant or three months after the supervisory director ceases to serve as a director.
Restricted Share Units. On the date of each annual general meeting, in addition to the share option described above,
each incumbent supervisory director receives restricted share units having a fair value equal to $110,000 granted
under our 2011 Equity Incentive Plan. Restricted share units granted to our supervisory directors after July 1, 2013