EMPLOYMENT AGREEMENT
Exhibit 10.7
This Employment Agreement is entered into this July 1, 2011 by Vistaprint USA, Incorporated
(the “Company”) and Xxxxx Xxxxxxxxx (the “Employee”).
The parties agree as follows:
1. Term of Employment. The Company agrees to employ the Employee, and the Employee
hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the
period commencing on the date of this Agreement and ending upon the termination of the Employee’s
employment as set forth in Section 4 below (the “Employment Period”).
2. Duties and Capacity. During the Employment Period, the Employee shall perform the
duties described on Schedule A attached to this Agreement. The Employee is subject to the
supervision of, and has such authority as is delegated to the Employee by, the Company’s Board of
Directors or such officer of the Company as may be designated by the Board. The Employee hereby
accepts such employment and agrees to undertake the duties and responsibilities described on
Schedule A. The Employee agrees to abide by the rules, regulations, instructions,
personnel practices and policies of the Company and any changes therein that the Company may adopt
from time to time.
3. Compensation and Benefits.
3.1 Salary. The Company shall pay the Employee, in accordance with the Company’s
regular payroll practices, an annualized base salary in the amount set forth on Schedule A.
3.2 Bonuses. The Employee is entitled to receive the bonuses, incentive awards and
equity compensation awards for the Company’s fiscal year 2012 described on Schedule A.
3.3 Reimbursement of Expenses. The Company shall reimburse the Employee for all
reasonable travel, entertainment and other expenses incurred or paid by the Employee in connection
with, or related to, the performance of his duties, responsibilities or services under this
Agreement, upon presentation by the Employee of documentation, expense statements, vouchers and/or
such other supporting information as the Company may request.
3.4 Withholding. All salary, bonus and other compensation payable to the Employee is
subject to applicable withholding taxes.
4. Employment Termination. This Agreement and the employment of the Employee
terminate upon the occurrence of any of the following:
4.1 Upon the death or disability of the Employee. As used in this Agreement, the term
“disability” has the definition set forth in the Company’s then-applicable long-term disability
plan.
4.2 At the election of the Employee or the Company, upon not less than 30 calendar days’ prior
written notice of termination to the other party.
5. Other Agreements. The Employee shall comply with the terms and obligations set
forth in all other agreements between the Employee and the Company, the Company’s parent
corporation and other subsidiaries of the Company’s parent (collectively, the “Vistaprint Group”),
including but not
limited to non-competition, non-solicitation, non-disclosure, proprietary rights
and developments, and executive retention agreements.
6. Notices. Any notice delivered under this Agreement is deemed duly delivered three
business days after it is sent by registered or certified mail, return receipt requested, postage
prepaid, or one business day after it is sent for next business day delivery via a reputable
nationwide overnight courier service.
7. Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular forms of
nouns and pronouns shall include the plural, and vice versa.
8. Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Employee.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts (without reference to the conflict of laws
provisions thereof). The parties agree to commence any action, suit or other legal proceeding
arising under or relating to any provision of this Agreement only in a court of the Commonwealth of
Massachusetts (or, if appropriate, a federal court located within the Commonwealth of
Massachusetts), and the Company and the Employee each consent to the jurisdiction of such a court.
The Company and the Employee each hereby irrevocably waive any
right to a trial by jury in any action, suit or other legal proceeding arising under or
relating to any provision of this Agreement.
10. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including any corporation with
which or into which the Company may be merged or which may succeed to its assets or business,
except that the obligations of the Employee are personal and shall not be assigned by him.
11. Acknowledgment. The Employee represents that he has had an opportunity to fully
discuss and review the terms of this Agreement with an attorney. The Employee further states and
represents that he has carefully read this Agreement, understands the contents herein, freely and
voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free
act.
12. Miscellaneous.
12.1 No delay or omission by the Company in exercising any right under this Agreement shall
operate as a waiver of that or any other right. A waiver or consent given by the Company on any
one occasion shall be effective only in that instance and shall not be construed as a bar to or
waiver of any right on any other occasion.
12.2 The captions of the sections of this Agreement are for convenience of reference only and
in no way define, limit or affect the scope or substance of any section of this Agreement.
12.3 In case any provision of this Agreement is invalid, illegal or otherwise unenforceable,
the validity, legality and enforceability of the remaining provisions shall in no way be affected
or impaired thereby.
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The parties hereto have executed this Agreement as of the date set forth above.
| VISTAPRINT USA, INCORPORATED |
||||
| By: | /s/ Xxxxxxxx X. Gold | |||
| Title: Senior Vice President and General Counsel | ||||
| EMPLOYEE |
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| /s/ Xxxxx X. Xxxxxxxxx | ||||
| Xxxxx Xxxxxxxxx | ||||
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SCHEDULE A
Duties of the Employee
As Chief Financial Officer:
| • | Provide vision and leadership for all financial functions of the Vistaprint Group | |
| • | Oversee the global finance department of the Vistaprint Group, including the global accounting, treasury, financial systems, internal audit, external reporting, tax, investor relations and financial planning functions | |
| • | Recruit, retain and develop highly qualified leaders and teams in all areas of the finance function | |
| • | Oversee activities of the Vistaprint Group relating to U.S. Xxxxxxxx-Xxxxx, U.S. Securities and Exchange Commission and other regulatory compliance | |
| • | Participate as a member of the global executive team of the Vistaprint Group in a strategic capacity |
Compensation Payable by the Company for fiscal year 2012
Annual base salary of $132,696*.
Annual incentive, pursuant to the terms of the Employee’s award agreement under the Vistaprint
Performance Incentive Plan for Covered Employees, with a target amount of $305,550* subject to the
satisfaction of the performance criteria set forth in such award agreement.
Long-term cash incentive, pursuant to the terms of the Employee’s award agreement under the
Vistaprint Performance Incentive Plan for Covered Employees, with a target amount of $375,000
payable over four years subject to the satisfaction of the performance criteria set forth in such
award agreement.
Long-term equity incentive, pursuant to the terms of the Employee’s grant agreements under the
Vistaprint Amended and Restated 2005 Equity Incentive Plan:
Share options with Black Scholes value of $225,000
Restricted share units with value at grant of $900,000
| * | Approximate, based on 30-day trailing average currency exchange rate in effect at May 5, 2011 |
