exv10w1









Exhibit 10.1




[Form of]




2011 Equity Incentive Plan

Restricted Share Unit Agreement



1. Grant of Award. This Agreement evidences the grant by Vistaprint N.V., a Netherlands
company (the “Company”), on %%OPTION_DATE,’Month DD, YYYY’%-% to %%FIRST_NAME%-% %%LAST_NAME%-%
(the “Participant”) of %%TOTAL_SHARES_GRANTED%-% restricted share units (the “Units”) with respect
to a total of %%TOTAL_SHARES_GRANTED%-% ordinary shares of the Company, €0.01 par value per share
(the “Shares”), on the terms of this Agreement and the Company’s 2011 Equity Incentive Plan (the
“Plan”).




     Except as otherwise indicated by the context, the term “Participant,” as used in this award,
is deemed to include any person who acquires rights under this award validly under its terms.



2. Vesting.




     (a) Subject to the terms and conditions of this award, the Units vest in accordance with the
following schedule. On each vesting date, each Unit becoming vested is automatically converted
into a Share on a one-to-one basis.




	 	•	 	25% of the original number of Units on %%VEST_DATE_PERIOD1,’Month DD, YYYY’%-%, and






	 	•	 	an additional 6.25% of the original number of Units at the end of each successive
three-month period after the date immediately above until the third anniversary of such
date.





     (b) This vesting schedule requires that, at the time any Units vest, the Participant is, and
has been at all times since the date in Section 1 above on which the Units were granted, an
employee, officer or director of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of the United States Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Therefore, the
Participant expressly accepts and agrees that any termination of his or her relationship with the
Company for any reason whatsoever (including without limitation unfair or objective dismissal,
permanent disability, resignation or desistance) automatically means the forfeiture of all of his
or her unvested Units, with no compensation whatsoever. The Participant acknowledges and accepts
that this is an essential condition of this Agreement and expressly agrees to this condition. If
the Participant is employed by a parent or subsidiary of the Company, any references in this
Agreement to employment by or with the Company or termination of employment by or with the Company
are instead deemed to refer to such parent or subsidiary.



     (c) If for any reason the Participant ceases to be an employee officer or director of, or
consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in
Section 2(b) above, then the vesting of Units ceases and the Participant has no further rights with
respect to any unvested Units. If the Participant violates the non-competition or confidentiality
provisions of any employment contract, confidentiality and nondisclosure agreement or other
agreement between the Participant and the Company or a parent or subsidiary of the Company, then
the vesting of Units ceases, and this award terminates immediately upon such violation.



3. Timing and Form of Distribution. The Company shall distribute to the Participant Shares
on a one-to-one basis with respect to the Units that become vested on each vesting date, as soon as
practicable after each vesting date but in no event later than 45 days after the applicable vesting
date, except that in the case of Participants who are not subject to U.S. income taxes on this
award, the Distribution Date may
be a later date if required by local law. Each date of distribution of Shares is referred to as
the “Distribution Date.” The Participant receives distributions only with respect to his or her
vested Units




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and has no right to a distribution of Shares with respect to unvested Units unless and
until such Units vest. Once a Share with respect to a vested Unit has been distributed pursuant to
this award, the Participant has no further rights with respect to that Unit.




4. Withholding. The Participant is required to satisfy the payment of any Withholding
Taxes required to be withheld with respect to the vesting of Units. “Withholding Taxes” includes,
as applicable and without limitation, federal, state, local, foreign and provincial income tax,
social insurance contributions, payroll tax, payment on account or other tax-related items. The
Participant acknowledges that the ultimate liability for all taxes relating to this award is and
remains the Participant’s responsibility and may exceed the amount that the Company withholds. The
Company has no obligation to structure the terms of this award to reduce or eliminate the
Participant’s liability for Withholding Taxes or to achieve any particular tax result.
Furthermore, if the Participant is subject to tax in more than one jurisdiction, the Participant
acknowledges that the Company may be required to withhold or account for Withholding Taxes in more
than one jurisdiction. In order to satisfy the Withholding Taxes owed with respect to the vesting
of Units, the Participant agrees as follows:




     (a) Unless the Company, in its sole discretion, determines that the procedure set forth in
this Section 4(a) is not advisable or unless the Participant is subject to Swiss income taxes on
any income from this award, at the Distribution Date the Company shall withhold a number of Shares
with a fair market value equal to the amount necessary to satisfy the minimum amount of Withholding
Taxes due on such Distribution Date.



     (b) If the Company, in its sole discretion, determines that the procedure set forth in Section
4(a) is not advisable or sufficient or if the Participant is subject to Swiss income taxes on any
income from this award, then the Participant, as a condition to receiving any Shares upon the
vesting of Units, shall (i) pay to the Company, by cash or check, or in the sole discretion of the
Company, payroll deduction, an amount sufficient to satisfy any Withholding Taxes or otherwise make
arrangements satisfactory to the Company for the payment of such amounts (including through offset
of any amounts otherwise payable by the Company to the Participant, including salary or other
compensation); or (ii) if the Company permits, make an arrangement that is acceptable to the
Company with a creditworthy broker to sell, at the market price on the applicable Distribution
Date, the number of Shares that the Company has instructed such broker is necessary to obtain
proceeds sufficient to satisfy the Withholding Taxes applicable to the Shares to be distributed to
the Participant on the Distribution Date (based on the fair market value of Shares on the
Distribution Date) and to remit such proceeds to the Company; or (iii) only if the Participant is
subject to Swiss income taxes on any income from this award, instruct the Company to withhold
Shares as set forth in Section 4(a) above. The Participant agrees to execute and deliver such
documents as may be reasonably required in connection with the sale of any Shares pursuant to this
Section 4(b).



5. Nontransferability of Award. The Participant shall not sell, assign, transfer, pledge
or otherwise encumber this award, either voluntarily or by operation of law, except by will or the
laws of descent and distribution. However, with respect to any award that is exempt from the
provisions of Section 409A of the Code and the guidance thereunder (“Section 409A”) or with respect
to a Participant who is not subject to U.S. income taxes on any income from this award, the
Participant may transfer the award (a) pursuant to a qualified domestic relations order or (b) if
the Company consents, 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 holder
and/or an immediate family member of the holder, if, in each case, as a condition to the transfer
the transferee agrees to be subject to, and bound by, the terms of this Agreement. However, the
Participant shall not transfer this award to any proposed transferee if, with respect to such
proposed transferee, the Company would not be eligible to use a Form S-8 for the
registration of the issuance and sale of the Shares subject to this award under the United States
Securities Act of 1933, as amended.




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6. No Right to Employment or Other Status. This award shall not be construed as giving the
Participant the right to continued employment or any other relationship with the Company or any
parent or subsidiary of the Company. The Company and any parent or subsidiary of the Company
expressly reserve the right to dismiss or otherwise terminate its relationship with the Participant
free from any liability or claim under the Plan or this award, except as expressly provided in this
award.




7. No Rights as Shareholder. The Participant has no rights as a shareholder with respect
to any Shares distributable under this award until such Shares are issued to the Participant.




8. Provisions of the Plan. This award is subject to the provisions of the Plan, a copy of
which is furnished to the Participant with this award.




9. Nature of the Grant. By accepting this Agreement, the Participant acknowledges as
follows:




     (a) The Plan is established voluntarily by the Company, is discretionary in nature and cannot
be regarded as a contractual employment condition, benefit or other right in any way whatsoever.
Thus, the Company may modify, amend, suspend or terminate the Plan at the Company’s sole discretion
at any time, unless otherwise provided in the Plan or this Agreement. The Participant’s
participation in the Plan is voluntary.



     (b) The grant of the Units and the Shares is voluntary and occasional and does not create any
contractual or other right to receive future awards of Units or benefits in lieu of Units even if
Units have been awarded repeatedly in the past. All decisions with respect to future grants of
Units and/or Shares, if any, are at the Company’s sole discretion.



     (c) The Units and the Shares are extraordinary items that do not constitute compensation of
any kind for services of any kind rendered to the Company or to the Participant’s employer, and the
Units are outside the scope of the Participant’s employment contract, if any.



     (d) The Units and the Shares are not part of normal or expected compensation or salary for any
purpose, including but not limited to the calculation of any severance, resignation, termination,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments, and in no event should be considered as compensation for, or relating in any
way to, past services for the Company or the Participant’s employer.



     (e) The future value of the Shares underlying the Units is unknown and cannot be predicted
with certainty. If the Participant receives Shares upon vesting, the value of such Shares may
increase or decrease in value.



     (f) In consideration of the grant of the Units, no claim or entitlement to compensation or
damages arises from termination of the Units or Shares, diminution in value of the Shares or
termination of the Participant’s employment by the Company or the Participant’s employer for any
reason whatsoever and whether or not in breach of local labor laws. The Participant irrevocably
releases the Company and his or her employer from any such claim that may arise. If,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by accepting this Agreement, the Participant is deemed irrevocably to have waived his
or her entitlement to pursue such claim.



     (g) Further, if the Participant ceases to be a employee for any reason whatsoever and whether
or not in breach of local labor laws, the Participant’s right to vesting of the Units under this
Agreement and the Plan, if any, terminates effective as of the date that the Participant is no
longer actively employed
by the Company and will not be extended by any notice period mandated under local law. The
Company has the exclusive discretion to determine when the Participant is no longer actively
employed for purposes of this Agreement and the Plan.



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10. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the Units and on any Shares
acquired under the Plan to the extent the Company determines it is necessary or advisable in order
to comply with federal, state, local, foreign or provincial laws or to facilitate the
administration of the Plan, except that with respect to awards that are subject to Section 409A, to
the extent so permitted under Section 409A. Furthermore, the parties hereto agree to execute such
further instruments and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement and the Plan.




11. Data Privacy Notice and Consent. The Participant understands that the Company and its
subsidiaries hold certain personal information about the Participant, including the Participant’s
name, home address and telephone number, date of birth, social security number or identification
number, salary, nationality, job title, any Shares or directorships held in the Company, details of
all equity awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested
or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan
(“Data”). The Participant hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of his or her Data by the Company and its subsidiaries and
affiliates and understands and agrees that the Company and/or its subsidiaries will transfer Data
amongst themselves as necessary for employment purposes, including implementation, administration
and management of the Participant’s participation in the Plan, and that the Company and/or any of
its subsidiaries may each further transfer Data to E*Trade Financial Services, Inc. or another
stock plan service provider or other third parties assisting the Company with processing of Data.
The Participant understands that these recipients may be located in the United States, and that the
recipient’s country may have different data privacy laws and protections than in the Participant’s
country. The Participant authorizes them to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes described in this Section, including any requisite
transfer to E*Trade Financial Services, Inc., or such other stock plan service provider or other
third party as may be required for the administration of the Plan or the subsequent holding of
Shares on the Participant’s behalf. The Participant understands that he or she may, at any time,
request access to the Data, request any necessary amendments to it or refuse or withdraw the
consents in this Section, in any case without cost, by contacting in writing his or her local human
resources representative. The Participant understands, however, that withdrawal of consent may
affect the Participant’s ability participate in or realize benefits from the Plan. For more
information on the consequences of refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact his or her local human resources representative.




12. Change in Control Events.




     (a) Upon the occurrence of a Change in Control Event (as defined below), regardless of whether
such event also constitutes a Reorganization Event (as defined in the Plan), except to the extent
specifically otherwise provided in another agreement between the Company and the Participant,
one-half of the number of then unvested Units become vested if, on or before the first anniversary
of the date of the consummation of the Change in Control Event, the Participant’s employment with
the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined
below) by the Participant or is terminated without Cause (as defined below) by the Company or the
acquiring or succeeding corporation.



     (b) For purposes of this Agreement, “Change in Control Event” means:




(i) the acquisition by an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of 1934) (a
“Person”)
of beneficial ownership of any capital shares or equity of the Company if, after
such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
promulgated under such Securities Exchange Act) 50% or more of either (x) the
then-



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outstanding ordinary shares of the Company (the “Outstanding Company Ordinary
Shares”) or (y) the combined voting power of the then-outstanding securities of the
Company entitled to vote generally in the election of the members of the Supervisory
Board (the “Outstanding Company Voting Securities”), except that for purposes of
this subsection (i), the following acquisitions do not constitute a Change in
Control Event: (A) any acquisition directly from the Company (excluding an
acquisition pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for ordinary shares or voting
securities of the Company, unless the Person exercising, converting or exchanging
such security acquired such security directly from the Company or an underwriter or
agent of the Company), (B) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by the
Company, or (C) any acquisition by any corporation pursuant to a Business
Combination (as defined below) that complies with clauses (x) and (y) of subsection
(ii) of this definition; or




(ii) the consummation of a merger, consolidation, reorganization, recapitalization
or share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business Combination”), unless,
immediately after such Business Combination, each of the following two conditions is
satisfied: (x) all or substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Company Ordinary Shares and Outstanding Company
Voting Securities immediately before such Business Combination beneficially own,
directly or indirectly, more than 50% of the then-outstanding ordinary shares and
the combined voting power of the then-outstanding securities entitled to vote
generally in the election of the members of the Supervisory Board or the members of
the Board of Directors, as the case may be, of the resulting or acquiring
corporation in such Business Combination (which includes, without limitation, a
corporation that as a result of such transaction owns the Company or substantially
all of the Company’s assets either directly or through one or more subsidiaries)
(such resulting or acquiring corporation is referred to as the “Acquiring
Corporation”) in substantially the same proportions as their ownership of the
Outstanding Company Ordinary Shares and Outstanding Company Voting Securities
immediately before such Business Combination and (y) no Person (excluding the
Acquiring Corporation or any employee benefit plan or related trust maintained or
sponsored by the Company or by the Acquiring Corporation) beneficially owns,
directly or indirectly, 30% or more of the then-outstanding ordinary shares of the
Acquiring Corporation, or of the combined voting power of the then-outstanding
securities of such corporation entitled to vote generally in the election of the
members of the Supervisory Board or the members of the Board of Directors, as the
case may be, (except to the extent that such ownership existed before the Business
Combination).



     (c) For purposes of this Agreement, “Cause” means any (i) willful failure by the Participant
to perform his material responsibilities to the Company, which failure is not cured within 30 days
of written notice to the Participant from the Company, or (ii) willful misconduct by the
Participant that affects the business reputation of the Company. The Participant is considered to
have been discharged for “Cause” if the Company determines, within 30 days after the Participant’s
termination, that discharge for Cause was warranted.



     (d) For purposes of this Agreement, “Good Reason” means (A) any significant diminution in the
Participant’s duties, authority or responsibilities from and after the Change in Control Event, (B)
any material reduction in base compensation payable to the Participant from and after the Change in
Control
Event, or (C) the relocation of the place of business at which the Participant is principally
located to a location that is greater than 50 miles from the current site without the Participant’s
consent. However, no such event or condition constitutes Good Reason unless (x) the Participant
gives the Company a written



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notice of termination for Good Reason not more than 90 days after the
initial existence of the condition, (y) the grounds for termination (if susceptible to correction)
are not corrected by the Company within 30 days of its receipt of such notice and (z) Participant’s
termination of employment occurs within six months after the Company’s receipt of such notice.




13. Section 409A.




     (a) This award is intended to comply with or be exempt from the requirements of Section 409A
and shall be construed consistently therewith. Subject to Sections 10(f) and 11(d) of the Plan,
the Company reserves the right, to the extent the Company deems necessary or advisable in its sole
discretion, to unilaterally amend the Plan or this Agreement to prevent this award from becoming
subject to the requirements of Section 409A. However, the Company makes no representations or
warranties and has no liability to the Participant or to any other person if any of the provisions
of or payments under this award are determined to constitute nonqualified deferred compensation
subject to Section 409A but do not satisfy the requirements of Section 409A.



     (b) If the Units are considered to be “nonqualified deferred compensation” within the meaning
of Section 409A, and the Participant is considered a “specified employee” within the meaning of
Section 409A, then notwithstanding anything to the contrary in this Agreement, the Company shall
not deliver to the Participant any Shares required to be delivered upon vesting of Units that
occurs upon a termination of employment until the earlier of (i) the six-month and one-day
anniversary of the Participant’s termination of employment and (ii) the Participant’s death. In
addition, solely to the extent that the Units are considered to be “nonqualified deferred
compensation” and solely to the extent that another agreement between the Participant and the
Company provides for vesting of the Units and delivery of the Shares upon a “change in control,”
such event must constitute a “change in control event” within the meaning of Treasury Regulation
Section 1.409A-3(i)(5)(i) in order for the Shares to be delivered.



     (c) For purposes of Sections 12(a) and 13(b) of this Agreement, “termination of employment”
and similar terms mean “separation from service” within the meaning of Section 409A. The
determination of whether and when Participant’s separation from service from the Company has
occurred shall be made 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 Section 13(c), “Company”
includes all persons with whom the Company would be considered a single employer under Section
414(b) and 414(c) of the Code.



14. Language. If the Participant receives this Agreement or any other document related to
the Plan translated into a language other than English, the English version controls.




15. Electronic Delivery. The Company may, in its sole discretion, deliver any documents
related to current or future participation in the Plan by electronic means. The Participant
consents to receive such documents by electronic delivery and agrees to participate in the Plan
through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.




16. Addendum. The Units and the Shares acquired under the Plan are subject to any
country-specific terms and conditions set forth in any addendum to this Agreement or the Plan, and
in the event of a conflict between this Agreement and any such addendum, the addendum governs. If
the Participant relocates his or her residence to one of the countries included in any such
addendum, the terms and conditions of such applicable addendum apply to the Participant to the
extent the Company determines that the application of such terms and conditions is necessary or
advisable in order to comply with local
law or facilitate the administration of the Plan. Each such addendum, if any, constitutes part of
this Agreement.




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PARTICIPANT’S ACCEPTANCE




     By signing or electronically accepting this Agreement, the Participant agrees to the terms and
conditions hereof. The Participant hereby acknowledges receipt of a copy of the Vistaprint N.V.
2011 Equity Incentive Plan.




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