Form of] Vistaprint N.V. Award Agreement For Fiscal Year 2012 under the Vistaprint N.V. Performance Incentive Plan For Covered Employees
Exhibit 10.4
ANNUAL AWARD AGREEMENT
ANNUAL AWARD AGREEMENT
[Form of]
Award Agreement For Fiscal Year 2012
under the
Vistaprint N.V. Performance Incentive Plan For Covered Employees
under the
Vistaprint N.V. Performance Incentive Plan For Covered Employees
Participant: ______________________
Vistaprint N.V. (the “Company”) hereby agrees to award to the participant named above (the
“Participant”) on the date set forth below (the “Vesting Date”) a cash amount determined pursuant
to the formula set forth below (the “Cash Payment Amount”).
By your acceptance of this Award Agreement, you agree that the Cash Payment Amount will be awarded
under and governed by the terms and conditions of the Vistaprint N.V. Performance Incentive Plan
for Covered Employees, as amended from time to time (the “Plan”), and by the terms and conditions
of the Vistaprint N.V. Performance Incentive Award Agreement — Terms and Conditions (“Terms and
Conditions”), which is attached hereto (this Award Agreement and the Terms and Conditions are
together referred to as the “Agreement”). If the conditions described in this Agreement are
satisfied, the Company will pay the Cash Payment Amount under the Plan on the applicable Payment
Date (as defined in the Terms and Conditions).
For purposes of this Agreement, the performance period lasts for one fiscal year of the Company
(the “Performance Period”) and ends on the Vesting Date set forth below. Except as otherwise
provided in the Plan and the Terms and Conditions, the Compensation Committee of the Supervisory
Board of the Company (the “Compensation Committee”) must certify in writing that the performance
criteria set forth below have been satisfied for the Performance Period.
Base Amount, EPS Target and Revenue Target
As more fully described below and in the Terms and Conditions, the Cash Payment Amount paid on the
Payment Date shall be determined based on the base amount indicated below (the “Base Amount”) and
the extent to which the Company achieves the earnings per share target (“EPS Target”) and revenue
target (“Revenue Target”) indicated below.
Base Amount for the Performance Period: $_______________
Targets:
| Vesting Date | EPS Target | Revenue Target | ||||||
June 30, 2012 |
||||||||
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Calculation of Cash Payment Amount
Payout Percentage = (0.5 X Revenue Target Percentage^0.5 + 0.5 X EPS Target
Percentage^0.5)^19.2
The Cash Payment Amount for the Performance Period equals the Base Amount set forth above
multiplied by the Payout Percentage (as defined below).
| • | If achievement of either the EPS Target or Revenue Target is less than 90% of such Target for the Performance Period, then the Payout Percentage is deemed to equal 0% and no Cash Payment Amount shall be paid. | ||
| • | If achievement of both of the EPS Target and Revenue Target is greater than 90%, the Payout Percentage is determined based on the formula set forth above, where: |
| • | “Revenue Target Percentage” equals the percentage obtained by dividing |
| (i) | the “Constant Currency Revenue”, defined below, achieved by the Company during the Performance Period, by | ||
| (ii) | the Revenue Target. | ||
| • | Constant Currency Revenue is calculated by adjusting the revenue achieved in accordance with United States generally accepted accounting principles (“US GAAP”) to use the currency exchange rates set forth in the Company’s budget for the Performance Period, so long as the Company’s Supervisory Board approves such budget before the 90th day of the Performance Period. If the Supervisory Board fails to approve the budget for the Performance Period before the 90th day, then the Company shall use the currency exchange rates set forth in the Company’s budget for the fiscal year immediately preceding the Performance Period. In each case, the Compensation Committee must certify the adjusted revenue so calculated. |
| • | “EPS Target Percentage” equals the percentage obtained by dividing |
| (i) | the earnings per share determined in accordance with US GAAP achieved by the Company during the Performance Period, adjusted as set forth in Section 2(b) of the Terms and Conditions, if applicable, by | ||
| (ii) | the EPS Target. | ||
| • | For avoidance of doubt, EPS calculations are inclusive (net of) the expense associated with any and all employee compensation or bonus plans, including those made pursuant to the Plan. |
| • | Notwithstanding anything herein to the contrary, in no event shall the Payout Percentage exceed 250%. |
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Example (the following is an example only and does not reflect actual targets or awards)
The following chart sets forth example Payout Percentages that would result from the formula set
forth above based on various combinations of Revenue Target Percentages and EPS Target Percentages.
The table shows only a subset of possible combinations; actual target percentages are to be
calculated directly using the methodology described above.
Revenue Target Percentage
| 90 | % | 95 | % | 100 | % | 105 | % | 110 | % | 115 | % | 120 | % | |||||||||||||||||||
| 90 | % | 36 | % | 47 | % | 61 | % | 77 | % | 98 | % | 122 | % | 152 | % | |||||||||||||||||
| 95 | % | 47 | % | 61 | % | 78 | % | 99 | % | 125 | % | 156 | % | 194 | % | |||||||||||||||||
| EPS Target Percentage |
100 | % | 61 | % | 78 | % | 100 | % | 127 | % | 159 | % | 198 | % | 245 | % | ||||||||||||||||
| 105 | % | 77 | % | 99 | % | 127 | % | 160 | % | 200 | % | 248 | % | 250 | % | |||||||||||||||||
| 110 | % | 98 | % | 125 | % | 159 | % | 200 | % | 250 | % | 250 | % | 250 | % | |||||||||||||||||
| 115 | % | 122 | % | 156 | % | 198 | % | 248 | % | 250 | % | 250 | % | 250 | % | |||||||||||||||||
| 120 | % | 152 | % | 194 | % | 245 | % | 250 | % | 250 | % | 250 | % | 250 | % |
For example, if for the Performance Period ending June 30, 2012 the Base Amount, EPS Target
and Revenue Target were as follows:
| Example Base Amount | Example EPS Target | Example Revenue Target | ||
$50,000
|
$2.00 | $50,000,000 |
and the Company’s adjusted earnings per share as certified by the Compensation Committee for such
Performance Period were $2.10 and the Company’s adjusted revenue as certified by the Compensation
Committee for such Performance Period were $45,000,000, then the Payout Percentage would be 77% and
the Cash Payout Amount would be $38,500, determined as follows: “EPS Target Percentage” is equal to
105% (the amount obtained by dividing the $2.10 adjusted earnings per share as certified by the
Compensation Committee by the $2.00 EPS Target) and “Revenue Target Percentage” is equal to 90%
(the amount obtained by dividing the $45,000,000 adjusted revenue as certified by the Compensation
Committee by the $50,000,000 Revenue Target), resulting in the following calculations:
Payout Percentage
|
= (0.5 X 90%^0.5 + 0.5 X 105%^0.5)^19.2 | |
Payout Percentage
|
= 77% | |
Cash Payment Amount
|
= Base Amount × Payout Percentage | |
Cash Payment Amount
|
= $50,000 × 77% | |
Cash Payment Amount
|
= $38,500 |
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| Accepted and Agreed: | Vistaprint N.V. | |||
| By: | ||||
| Title |
||||
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Award Agreement For Fiscal Year 2012
under the
Vistaprint N.V. Performance Incentive Plan For Covered Employees
under the
Vistaprint N.V. Performance Incentive Plan For Covered Employees
Terms and Conditions
1. Award. If all the conditions set forth in this Agreement are satisfied, on the Payment
Date (as defined below), the Company will make a Cash Payment Amount under the Plan to the
Participant named in the accompanying Award Agreement. Except as provided in Section 3 below or
Articles VI and XI of the Plan, (i) the Company shall make no Cash Payment Amount until the Payment
Date, and (ii) the Participant has no rights to any Cash Payment Amount until the Vesting Date.
Except where the context otherwise requires, the term “the Company” includes any Related Company.
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Award
Agreement or the Plan.
2. Conditions for the Award. Except as provided in Section 3 below or Articles VI and XI
of the Plan, a Cash Payment Amount shall be paid only if all of the following conditions are
satisfied:
(a) The Participant is, and has continuously been, an employee of the Company beginning with
the date of this Agreement and continuing through the Vesting Date.
(b) The performance criteria set forth in the accompanying Award Agreement are satisfied
during the Performance Period. The Compensation Committee must determine and certify in writing at
the end of the Performance Period the extent, if any, to which the performance criteria have been
achieved. In making its determination, the Compensation Committee shall adjust the performance
criteria proportionately to take into account:
(1) Reductions in earnings per share, as compared to the EPS Targets set forth in the
Award Agreement for the applicable Performance Period, that the Compensation Committee
reasonably determines have resulted from dilutive acquisitions of businesses or assets by
the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed
during or before the Performance Period but after the date on which the Compensation
Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible
Period”) (each, an “M&A Transaction”), provided that the exclusion for each applicable year
during the Performance Period shall not exceed the lesser of (i) the total expense from the
amortization of intangibles for such year in connection with such M&A transaction, and (ii)
such amount that will cause the M&A Transaction to be EPS-neutral for such year after giving
effect to such exclusion (in both cases when measured against the plan originally
established by the company at the time of the transaction).
(2) Any effect of the Company’s changing the basis of its financial statements filed
with the US Securities and Exchange Commission (the “SEC”) resulting from either (1) a
change from US GAAP to International Financial Reporting Standards or another accounting
standard permitted by the SEC for use by registered companies or (2) a change to existing US
GAAP required to be made in the Performance Period but not contemplated in determining the
EPS Targets (collectively the “New Accounting Standard”). If the EPS Targets are determined
in accordance with US GAAP and the Company elects or is required to report its financial
results to the SEC in accordance with the New Accounting Standard for a Performance Period,
then the Compensation Committee shall reconcile the financial results prepared in accordance
with the New Accounting Standard for filing with the SEC to the results that would have been
reported for such Performance Period in accordance with US GAAP used for the EPS targets and
determine the extent, if any, to which the performance criteria have been achieved by
comparing the EPS Targets set forth in the Award Agreement for the applicable Performance
Period to the reconciled US GAAP results for such Performance Period.
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(c) The Cash Payment Amount shall be paid only in the amount determined pursuant to the
formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If
achievement of either the EPS Target or Revenue Target is below 90% for the Performance Period, no
Cash Payment Amount shall be paid for such period.
(d) Notwithstanding the foregoing, the Compensation Committee may reduce the Cash Payment
Amount, including to $0, if the Compensation Committee believes, in its sole discretion, that such
a reduction is necessary or appropriate.
| 3. | Employment Events Affecting Payment of Award. |
(a) If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the
Code) before the end of the Performance Period, then the Participant or his estate is nevertheless
eligible to receive on the Payment Date the pro rata share of the Cash Payment Amount based on the
number of months of participation during any portion of the Performance Period in which the death
or disability occurs.
(b) If the Participant is terminated other than by reason of death or disability, then except
to the extent specifically provided to the contrary in any other agreement between the Participant
and the Company, the Company shall pay no Cash Payment Amount, and this Agreement is of no further
force or effect unless the performance criteria set forth in the accompanying Award Agreement are
satisfied and the Compensation Committee determines, in its sole discretion, that the Cash Payment
Amount is merited.
(c) If, at any time after the Vesting Date but before the Payment Date, (i) the Participant’s
relationship with the Company is terminated by the Company for Cause (as defined below) or (ii) the
Participant’s conduct after termination of the employment relationship violates the terms of any
non-competition, non-solicitation or confidentiality provision contained in any employment,
consulting, advisory, proprietary information, non-competition, non-solicitation or other similar
agreement between the Participant and the Company, then, without limiting any other remedy
available to the Company, all right, title and interest in and to the Cash Payment Amount are
forfeited and revert to the Company as of the date of such determination and the Company is
entitled to recover from the Participant the Cash Payment Amount.
(d) “Cause,” as determined by the Company (which determination shall be conclusive), means:
(1) the Participant’s willful and continued failure to substantially perform his or her
reasonable assigned duties (other than any such failure resulting from incapacity due to
physical or mental illness or, if applicable, any failure after the Participant gives notice
of termination for Good Reason, as defined in an agreement between the Participant and the
Company), which failure is not cured within 30 days after a written demand for substantial
performance is received by the Participant from the Supervisory Board which specifically
identifies the manner in which the Board believes the Participant has not substantially
performed the Participant’s duties; or
(2) the Participant’s willful engagement in illegal conduct or gross misconduct that is
materially and demonstrably injurious to the Company.
For purposes of this Section 3(d), no act or failure to act by the Participant is considered
“willful” unless it is done, or omitted to be done, in bad faith and without reasonable
belief that the Participant’s action or omission was in the best interests of the Company.
4. Change in Control. Upon a Change in Control, except to the extent specifically provided
to the contrary in any other agreement between the Participant and the Company, the performance
criteria set forth in the accompanying Award Agreement for the EPS Target and Revenue Target are
deemed satisfied for the Performance Period in which the Change in Control occurs, and in lieu of
the amounts to be determined pursuant to the formula under the heading “Calculation of Cash Payment
Amount” in the Award Agreement, the Participant is entitled to receive instead a Cash Payment
Amount equal to 100% of the Base Amount, pro-rated through the date of the Change in Control, for
the Performance Period in which the Change in Control occurs, which amount shall be
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payable as soon as practicable following the Change in Control, but no later than two and one-half
months following the Change in Control.
5. No Special Employment or Similar Rights. Nothing contained in the Plan or this
Agreement shall be construed or deemed by any person under any circumstances to bind the Company to
continue the employment or other relationship of the Participant with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with
the Participant free from any liability or claim under the Plan or this Agreement.
6. Withholding Taxes. The Company’s obligation to pay the Cash Payment Amount is subject
to the Participant’s satisfaction of all applicable income, employment, social charge and other tax
withholding requirements under all applicable rules and regulations.
7. Transferability. The Participant may not sell, assign, transfer, pledge, hypothecate or
otherwise dispose of this Agreement (whether by operation of law or otherwise) (collectively, a
“transfer”), except that this Agreement may be transferred (i) by the laws of descent and
distribution, (ii) pursuant to a qualified domestic relations order, or (iii) with the prior
consent of the Compensation Committee, to or for the benefit of any immediate family member, family
trust, family partnership or family limited liability company established solely for the benefit of
the Participant and/or an immediate family member of the Participant.
8. Miscellaneous.
(a) Except as provided herein, this Agreement may not be amended or otherwise modified unless
evidenced in writing and signed by the Company and the Participant, unless the Compensation
Committee determines that the amendment or modification, taking into account any related action,
would not materially and adversely affect the Participant.
(b) All notices under this Agreement shall be mailed or delivered by hand to the Company at
its main office, Attn: Secretary, and to the Participant at his or her last known address on the
employment records of the Company or at such other address as may be designated in writing by
either of the parties to one another.
(c) This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, USA.
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