exv10w8






Exhibit 10.8




FOUR-YEAR AWARD AGREEMENT




Vistaprint N.V.




Award Agreement for Fiscal Years [20__] to [20__]

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 each of the dates set forth below (the “Vesting Dates”) 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 any Cash Payment Amounts 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 applicable Cash Payment Amounts will be paid under the Plan on the applicable
Payment Date (as defined in the Terms and Conditions).



For purposes of this Agreement, there shall be four performance periods, each of which shall last
for one fiscal year of the Company (the “Performance Periods”) and each of which ends on a Vesting
Date. Except as otherwise provided in the Plan and the Terms and Conditions, for each Performance
Period, 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.




Base Amount and EPS Targets



As more fully described in the Terms and Conditions, the Cash Payment Amount paid on the applicable
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 targets (“EPS Targets”) indicated
below. The EPS achieved by the Company during a given Performance Period shall be determined in
accordance with US generally accepted accounting principles (“US GAAP”). For avoidance of doubt,
EPS calculations shall be inclusive (net of) the expense associated with any and all employee
compensation or bonus plans, including those made pursuant to the Plan.





 









 








Base Amount Per Performance Period: $_______________



EPS Targets:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Performance Periods ending on the following Vesting Dates	 
	 	 	June 30, 2011	 	 	June 30, 2012	 	 	June 30, 2013	 	 	June 30, 2014	 
	EPS Low Target
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Medium Target
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Upper Target
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Calculation of Cash Payment Amount




Payout Threshold Percentages:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Performance Periods ending on the following Vesting Dates
	 	 	June 30, 2011	 	June 30, 2012	 	June 30, 2013	 	June 30, 2014
	EPS Low Target
	 	 	50	%	 	 	50	%	 	 	50	%	 	 	50	%
	EPS Medium Target
	 	 	100	%	 	 	100	%	 	 	100	%	 	 	100	%
	EPS Upper Target
	 	 	130	%	 	 	160	%	 	 	200	%	 	 	250	%





The Cash Payment Amount for any Performance Period shall equal the Base Amount set forth above
multiplied by the Applicable Percentage (as defined below).





	 	•	 	If the EPS Low Target is not achieved for the applicable Performance Period, then the
Applicable Percentage shall be deemed to be equal to 0% and no Cash Payment Amount shall be
paid.
	 
	 	•	 	If the EPS Upper Target is achieved or exceeded for the applicable Performance Period,
then the Applicable Percentage shall be equal to the highest Payout Threshold Percentage
set forth above (for the applicable Vesting Date).
	 
	 	•	 	If the Company’s earnings per share are greater than or equal to the EPS Low Target, but
less than the EPS Upper Target, the Applicable Percentage shall be equal to






	 	i.	 	the Payout Threshold Percentage for the highest EPS Target achieved
with respect to the applicable Performance Period, plus
	 
	 	ii.	 	a number calculated as follows: (A) a percentage equal to a fraction,
the numerator of which shall equal the amount by which earnings per share exceeded
such applicable EPS Target and the denominator of which shall equal the difference
between the next highest EPS Target that was not achieved and the highest EPS
Target achieved, multiplied by (B) the difference between the Payout Threshold
Percentage for the next highest EPS Target that was not achieved and the Payout
Threshold Percentage for the highest EPS Target achieved.




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Example (the following is an example only and does not reflect actual targets or awards)



For example, if for the Performance Period ending June 30, 2014 the Base Amount was $50,000 and the
EPS Targets were as follows:




	 	 	 	 	 	 	 	 	 
	Example EPS Low	 	Example EPS Medium	 	Example EPS Upper
	Target	 	Target	 	Target
	$1.64
	 	$	2.96	 	 	$	3.65	 





and the earnings per share as certified by the Compensation Committee for such Performance Period
were $3.00, then the Applicable Percentage would be equal to 108.68%, calculated as follows:





(i) the Payout Threshold Percentage for the EPS Medium Target (the highest EPS Target
achieved), or 100%, plus




(ii) 8.68%, calculated as follows: (A) a percentage equal to $0.04 (the amount by which the
$3.00 earnings per share achieved exceeded the $2.96 EPS Medium Target) divided by $0.69
(the difference between the $3.65 EPS Upper Target (the next highest EPS Target that was not
achieved) and the $2.96 EPS Medium Target (the highest EPS Target achieved), or 5.79%,
multiplied by (B) the difference between the Payout Threshold Percentage for the EPS Upper
Target (the next highest EPS Target that was not achieved) and the Payout Threshold
Percentage for the EPS Medium Target (the highest EPS Target achieved), or 150%.


The Cash Payment Amount for the applicable Performance Period would equal $50,000 (the Base Amount)
multiplied by 108.68% (the Applicable Percentage) or $54,340.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Accepted and Agreed:	 	 	 	Vistaprint N.V.	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	By:	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Title	 	 	 






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Vistaprint N.V.




Award Agreement for Fiscal Years [20__] to [20__]

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
applicable Payment Date (as defined below), a Cash Payment Amount will be made 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) no Cash Payment Amount shall be made until the applicable
Payment Date, and (ii) the Participant shall have no rights to any Cash Payment Amount until the
Vesting Date. Except where the context otherwise requires, the term “the Company” shall include
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 any acquisitions or dispositions of businesses 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”), including but not limited to the amortization of intangibles and other assets,
transaction costs and expenses, and additional dilution resulting from the acquisition or
disposition.




     (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the
Award Agreement for the applicable Performance Period, that result directly from amounts
that are paid or payable by the Consolidated Company during the applicable Performance
Period (1) under any settlement agreement between the Consolidated Company and Soverain
Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in
a final, nonappealable judgment, in each case in connection with the lawsuit originally
filed by Soverain Software on June 26, 2009 in the United States District Court for the
Eastern District of Texas, including any appeals thereto, and in each case where the
settlement or court award occurred during Eligible Period.




     (3) Changes (whether reductions or increases) in earnings per share, as compared to the
EPS Targets set forth in the Award Agreement for the applicable Performance Period, that
result directly from amounts that are paid or payable to or by the Consolidated Company
during the applicable Performance Period (1) under any agreement that the Consolidated
Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages
or penalties awarded by a court or other governmental agency in final nonappealable judgment
of a Lawsuit, in each case where the settlement or award occurred during the Eligible
Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication
by any state, federal, national or local court or governmental or regulatory agency in which
(a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages
and/or penalties paid or payable



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to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold
applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the
Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or
adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted
to take into account the full amount of the settlement, damages or penalties, not just the
amounts over $2,000,000.




     (4) Any effect of the Company’s changing the basis of its financial statements filed
with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International
Financial Reporting Standards or another accounting standard permitted by the SEC for use by
registered companies (“New Accounting Standard”). If the EPS Targets are determined in
accordance with US GAAP and the Company elects 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 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.



     (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula
provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If the
applicable EPS Low Target is not achieved during the applicable Performance Period, no Cash Payment
Amount shall be paid for such period.



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) prior to the end of any Performance Period, then the Participant or his estate will
nevertheless be 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 at any time
prior to the Vesting Date, then except to the extent specifically provided to the contrary in any
other agreement between the Participant and the Company, no Cash Payment Amount will be paid and
this Agreement will be 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 shall be
forfeited and revert to the Company as of the date of such determination and the Company shall be
entitled to recover from the Participant the Cash Payment Amount.



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     (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 shall be
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, the performance criteria set forth in the
accompanying Award Agreement for each EPS Medium Target shall be deemed satisfied for the
Performance Period in which the Change in Control occurs and for each subsequent Performance Period
that is a part of this Award. In lieu of amounts to be determined pursuant to the formula under
the heading “Calculation of Cash Payment Amount” in the Award Agreement for each such subsequent
Performance Period, the Participant shall be entitled to receive instead a Cash Payment Amount
equal to the Base Amount multiplied by the Applicable Percentage for the EPS Medium
Target for each applicable subsequent Performance Period, which amount shall be 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 shall be
subject to the Participant’s satisfaction of all applicable income, employment, social charge and
other tax withholding requirements under all applicable laws and regulations.



7. Transferability. This Agreement may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of (whether by operation of law or otherwise) (collectively, a
“transfer”) by the Participant, 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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