Vistaprint 2015 Annual Report Download - page 146

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34
before a change in control of Cimpress or within one year after a change in control (as defined in the agreements),
then the executive is entitled to receive:
• A lump sum severance payment equal to two years’ salary and bonus, in the case of Mr. Keane, or one year’s
salary and bonus, in the case of the other executive officers. These severance payments are based on the
executive’s then current base salary plus the greater of (1) the target bonus for the then current fiscal year, or
(2) the target bonus for the then current fiscal year multiplied by the average actual bonus payout percentage
for the previous three fiscal years.
• With respect to any outstanding annual cash incentive award under our Performance Incentive Plan, a pro rata
portion, based on the number of days from the beginning of the then current fiscal year until the date of
termination, of his or her target incentive for the fiscal year multiplied by the average actual payout percentage
for the previous two fiscal years. If there is no change in control of Cimpress during the fiscal year, this pro rata
portion is capped at the actual amount of annual cash incentive that the executive would have received had he
or she remained employed by Cimpress through the end of the fiscal year.
• With respect to any outstanding multi-year cash incentive award under our Performance Incentive Plan, a pro
rata portion, based on the number of days from the beginning of the then current performance period until the
date of termination, of his or her mid-range target incentive for the then current performance period multiplied
by the average actual payout percentage for the previous two fiscal years. If there is no change in control of
Cimpress during the applicable performance period, this pro rata portion is capped at the actual amount of
cash incentive for the performance period that the executive would have received had he or she remained
employed by Cimpress 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 Cimpress, all equity awards
granted to each executive officer will accelerate and become fully vested; each executive’s multi-year cash
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 cash incentive award for that fiscal year.
In addition, if after a change in control Cimpress' 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 Cimpress, 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 Cimpress 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 we would
no longer include such excise tax gross-up provisions in any executive retention agreements we enter into with new
executives after August 1, 2012.
The following table sets forth information on the potential payments to named executive officers upon their
termination or a change in control of Cimpress, assuming that a termination or change in control took place on
June 30, 2015.