exv10w2






Exhibit 10.2




Transition Agreement




     This Transition Agreement made as of this 23rd day of December, 2010 by and among
Vistaprint N.V. (“Vistaprint”), Vistaprint USA, Incorporated (“Vistaprint USA” and, together with
Vistaprint, the “Company”) and Michael Giannetto (“Mr. Giannetto”).



     WHEREAS, Mr. Giannetto currently serves as the Company’s Executive Vice President and Chief
Financial Officer;



     WHEREAS, Mr. Giannetto informed the Company of his desire to resign his positions with the
Company; and



     WHEREAS, the Company and Mr. Giannetto believe that it is in both of their interests for him
to continue his employment until June 30, 2011 (the “Resignation Date”) pursuant to the provisions
set forth in this Transition Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein,
the parties agree as follows.



     1. Transition Period. The Company agrees that it will maintain Mr. Giannetto’s
employment as Executive Vice President and Chief Financial Officer until March 1, 2011 and then he
shall hold another management position designated by the Company from March 1, 2011 until the
Resignation Date (the “Transition Period”). During the Transition Period, Mr. Giannetto will
continue to perform services on a full-time basis for the Company and will continue to receive the
same level of pay and benefits from the Company that he received immediately prior to the execution
of this Transition Agreement. In addition, provided Mr. Giannetto remains employed with the
Company through the Resignation Date, provided he is not terminated by the Company for “Cause,” it
will provide him with the following benefits, subject to the requirements of Exhibit A:




	 	(i)	 	Retention Benefits if Mr. Giannetto Remains Employed
Through the Resignation Date.




          (a) Extension of Option Exercise Period. The Nonqualified Stock Option Agreements
pursuant to which Mr. Giannetto has been granted options to purchase Vistaprint ordinary shares
granted to him under the Vistaprint Amended and Restated 2005 Equity Plan (collectively, the
“Options”) shall be amended such that Mr. Giannetto shall have the right to exercise the portion of
all such Options that are vested as of the Resignation Date for a period of nine (9) months after
the Resignation Date.


          (b) COBRA Continuation. Provided Mr. Giannetto timely elects to continue receiving
group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq. and for so
long as he remains eligible to continue such coverage and does not become eligible for coverage
under another group health plan maintained by a subsequent employer, the Company shall pay the
share of the premium for health coverage that is paid by the Company for active and similarly
situated employees who receive the same type of coverage for a period of up to six (6) months from
the Resignation Date; provided, however, that the Company and Mr. Giannetto



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mutually agree that if such payments by the Company would cause either Mr. Giannetto or the
Company to be subject to material tax liability, the parties will use reasonable efforts to agree
to restructure the arrangement consistent with the intent of this provision so as to avoid such
adverse tax consequence. All other Company benefits will end upon the Resignation Date.



          (c) Annual and Four-Year Vesting Cash Incentive Payments. As Mr. Giannetto will have
remained employed through the end of Fiscal Year 2011, he shall receive payment for his Fiscal Year
2011 annual bonus award under the Company’s Performance Incentive Plan for Covered Employees (the
“Plan”) based on the amount calculated pursuant to the terms of the applicable award agreement,
with such bonus to be paid in accordance with normal Company practice. Furthermore, with respect
to Mr. Giannetto’s two outstanding four-year vesting long-term cash incentive awards granted under
the Plan on September 30, 2009 and August 6, 2010, respectively (the “Long-Term Cash Incentive
Awards”), the Cash Payment Amounts due under each such award with respect to the Performance Period
ending on the June 30, 2011 vesting date (as each such term is defined in the award agreements)
shall become fully vested as of the Resignation Date, with each applicable Cash Payment Amount to
be calculated in accordance with the terms of the respective award agreement. The Company shall
pay such Cash Payment Amounts on or before September 15, 2011.




	 	(ii)	 	Early Termination Benefits if the Company Terminates
Mr. Giannetto’s Employment Without Cause Prior to the Resignation Date.






	 	i.	 	If the Company terminates Mr.
Giannetto’s employment other than for “Cause” prior to the
Resignation Date, the Company shall pay him his base salary as
if he had remained employed from the termination date through
the Resignation Date. The payment of the base salary will be
made in a lump sum, less applicable taxes and withholdings,
within fifteen (15) days of his date of termination without
Cause. Mr. Giannetto shall also receive (A) his Fiscal Year
2011 annual bonus award under the Plan based on the amount
calculated pursuant to the terms of the award agreement as if
Mr. Giannetto had remained employed through the Resignation
Date, with such bonus to be paid in accordance with normal
Company practice and (B) any Cash Payment Amounts due under
the Long-Term Cash Incentive Awards with respect to the
Performance Period ending on the June 30, 2011 vesting date as
if Mr. Giannetto had remained employed through the Resignation
Date, with each Cash Payment Amount to be calculated in
accordance with the terms of the applicable award agreement
for such Performance Period. The amount set forth in clause
(B) above shall be paid on or before September 15, 2011. In
addition, to the extent that any portion of Mr. Giannetto’s
Options are not exercisable as of the termination date but
would have vested on or before the Resignation Date but for
such termination of employment, the Nonqualified Stock Option
Agreements applicable to such Options shall be





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	 	 	 	amended such that such Options shall become immediately vested
and exercisable as to such additional number of shares as would
have become vested as of the Resignation Date had Mr.
Giannetto’s employment not been so terminated, and Mr.
Giannetto shall have the right to exercise all then vested
portions of the Options for a period ending nine (9) months
after the Resignation Date. Similarly, if any of Mr.
Giannetto’s unvested restricted share units granted under the
Company’s Amended and Restated 2005 Equity Incentive Plan would
have vested on or before the Resignation Date but for such
termination of employment, the applicable restricted share unit
award agreements shall be amended such that those restricted
share units that would have become vested as of the Resignation
Date had Mr. Giannetto’s employment not been so terminated
shall become immediately vested as of the termination date. In
addition, and provided Mr. Giannetto timely elects to continue
receiving group medical insurance pursuant to the federal COBRA
law, and for so long as he remains eligible to continue such
coverage and does not become eligible for coverage under
another group health plan maintained by a subsequent employer,
the Company shall pay the share of the premium for health
coverage that is paid by the Company for active and similarly
situated employees who receive the same type of coverage for a
period ending up to six (6) months following the Resignation
Date; provided, however, that the Company and Mr. Giannetto
mutually agree that if such payments by the Company would cause
either Mr. Giannetto or the Company to be subject to material
tax liability, the parties will use reasonable efforts to agree
to restructure the arrangement consistent with the intent of
this provision so as to avoid such adverse tax consequence.
For purposes of this Transition Agreement, “Cause”
shall have the meaning as set forth on Exhibit B hereto. If the
Transition Period terminates for any reason other than a
termination by the Company without Cause, Mr. Giannetto shall
only be entitled to receive the pay and benefits he earned as
of the termination date.





     2. Termination of Existing Amended and Restated Executive Retention Agreement. This
Transition Agreement supersedes and replaces in its entirety the Amended and Restated Executive
Retention Agreement between the parties dated October 23, 2009, which shall hereafter be null and
void and of no further force and effect.



     3. Amendment. This Transition Agreement shall be binding upon the parties and may not
be modified in any manner, except by an instrument in writing of concurrent or subsequent date
signed by duly authorized representatives of the parties hereto. This Transition



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Agreement is binding upon and shall inure to the benefit of the parties and their respective
agents, assigns, heirs, executors, successors and administrators.




     4. No Waiver. No delay or omission by either party in exercising any right under this
Transition Agreement shall operate as a waiver of that or any other right. A waiver or consent
given by a party on any one occasion shall be effective only in that instance and shall not be
construed as a bar or waiver of any right on any other occasion.



     5. Validity. Should any provision of this Transition Agreement be declared or be
determined by any court of competent jurisdiction to be illegal or invalid, the validity of the
remaining parts, terms or provisions shall not be affected thereby and said illegal and/or invalid
part, term or provision shall be deemed not to be a part of this Transition Agreement.



     6. Voluntary Assent. Mr. Giannetto affirms that no other promises or agreements of
any kind have been made to or with his by any person or entity whatsoever to cause him to sign this
Transition Agreement, and that he fully understand the meaning and intent of this agreement. Mr.
Giannetto states and represents that he has had an opportunity to fully discuss and review the
terms of this Transition Agreement with an attorney.



     7. Tax Consequences; Section 409A. The parties intend that the payments and benefits
hereunder be exempt from the provisions of Section 409A. The Company makes no representation or
warranty and shall have no liability to Mr. Giannetto or any other person as to the tax
consequences of payments or benefits hereunder, including liability that may arise if any
provisions of this Transition Agreement and the attachments hereto are determined to constitute
deferred compensation subject to Section 409A but do not satisfy the conditions of such section.



     8. Applicable Law. This Transition Agreement shall be interpreted and construed by the
laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. The
parties hereby irrevocably submit to and acknowledge and recognize the jurisdiction of the courts
of the Commonwealth of Massachusetts, or if appropriate, a federal court located in Massachusetts
(which courts, for purposes of this Transition Agreement, are the only courts of competent
jurisdiction), over any suit, action or other proceeding arising out of, under or in connection
with this Transition Agreement or the subject matter hereof.



     9. Entire Agreement. This Transition Agreement contains and constitutes the entire
understanding and agreement between the parties hereto and cancels all previous oral and written
negotiations, agreements, commitments and writings in connection therewith. Nothing in this
paragraph, however, shall modify, cancel or supersede the obligations of Mr. Giannetto set forth in
his Invention and Non-Disclosure Agreement and his Non-Competition and Non-Solicitation Agreement
with the Company that he previously executed with the Company.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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Signature Page to Michael Giannetto Transition Agreement




	 	 	 	 	 	 	 	 	 

	VISTAPRINT N.V.	 	 	 	Michael Giannetto
	 
	 	 	 	 	 	 	 	 
	By:	 	/s/ Robert S. Keane	 	 	 	/s/ Michael Giannetto
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Robert S. Keane
	 	 	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	VISTAPRINT USA, INCORPORATED	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:	 	/s/ Lawrence A. Gold	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Lawrence A. Gold	 	 	 	 
	 

	 	Title:
	 	Senior Vice President and General Counsel	 	 	 	 






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Exhibit A: Payments subject to Section 409A




1. Subject to this Exhibit A, any severance payments that may be due under the Transition Agreement
shall begin only upon the date of Mr. Giannetto’s “separation from service” (determined as set
forth below) which occurs on or after the termination of his employment. The following rules shall
apply with respect to distribution of the severance payments, if any, to be provided to Mr.
Giannetto under the Transition Agreement, as applicable:





(a) It is intended that each installment of the severance payments under the Transition
Agreement shall be treated as a separate “payment” for purposes of Section 409A (“Section
409A”). Neither the Company nor Mr. Giannetto shall have the right to accelerate or defer
the delivery of any such payments except to the extent specifically permitted or required by
Section 409A.




(b) If, as of the date of Mr. Giannetto’s “separation from service” from the Company, he is
not a “specified employee” (within the meaning of Section 409A), then each installment of
the severance payments shall be made on the dates and terms set forth in the Transition
Agreement.




(c) If, as of the date of Mr. Giannetto’s “separation from service” from the Company, he is
a “specified employee” (within the meaning of Section 409A), then:




(i) Each installment of the severance payments due under the Transition Agreement
that, in accordance with the dates and terms set forth herein, will in all
circumstances, regardless of when Mr. Giannetto’s separation from service occurs, be
paid within the short-term deferral period (as defined under Section 409A) shall be
treated as a short-term deferral within the meaning of Treasury Regulation Section
1.409A-1(b)(4) to the maximum extent permissible under Section 409A; and




(ii) Each installment of the severance payments due under the Transition Agreement
that is not described in this Exhibit A, Section 1(c)(i) and that would, absent this
subsection, be paid within the six-month period following his “separation from
service” from the Company shall not be paid until the date that is six months and one
day after such separation from service (or, if earlier, Mr. Giannetto’s death), with
any such installments that are required to be delayed being accumulated during the
six-month period and paid in a lump sum on the date that is six months and one day
following his separation from service and any subsequent installments, if any, being
paid in accordance with the dates and terms set forth herein; provided, however, that
the preceding provisions of this sentence shall not apply to any installment of
payments if and to the maximum extent that that such installment is deemed to be paid
under a separation pay plan that does not provide for a deferral of compensation by
reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to
separation pay upon an involuntary separation from service). Any installments that
qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must
be paid no later than the last day of Mr.



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Giannetto’s second taxable year following the taxable year in which the separation
from service occurs.



2. The determination of whether and when Mr. Giannetto’s separation from service from the Company
has occurred shall be made and in a manner consistent with, and based on the presumptions set forth
in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Exhibit A, Section 2,
“Company” shall include all persons with whom the Company would be considered a single employer
under Section 414(b) and 414(c) of the Code.




3. The Company makes no representation or warranty and shall have no liability to Mr. Giannetto or
to any other person if any of the provisions of the Transition Agreement (including this Exhibit)
are determined to constitute deferred compensation subject to Section 409A but that do not satisfy
an exemption from, or the conditions of, that section.




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Exhibit B




     For purposes of the Transition Agreement, “Cause” shall mean:




1. Mr. Giannetto’s willful and continued failure to substantially
perform his reasonably assigned duties (other than any such failure
resulting from incapacity due to physical or mental), which failure
is not cured within 30 days after a written demand for substantial
performance is received by Mr. Giannetto from the Supervisory Board
which specifically identifies the manner in which the Supervisory
Board believes he has not substantially performed his duties; or




2. Mr. Giannetto’s willful engagement in illegal conduct or gross
misconduct that is materially and demonstrably injurious to the
Company.




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