AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 10.6

AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT

     This Amendment No. 2 to Employment Agreement is entered into this September 28, 2011 by Vistaprint USA, Incorporated (the “Company”) and Xxxxxx X. Xxxxx (the “Employee”). The Company and the Employee previously entered into an Employment Agreement dated September 1, 2009, as amended (the “Agreement”), and now wish to amend the Agreement further to reflect the Employee’s compensation for the Company’s 2012 fiscal year.

     The parties agree as follows:

     1. Compensation and Benefits.

          1.1 Salary. The Company shall pay the Employee, in accordance with the Company’s regular payroll practices, an annualized base salary of $128,768 (approximate, based on the 30-day trailing average currency exchange rate in effect at May 5, 2011) for the one-year period commencing on July 1, 2011.

          1.2 FY 2012 Incentive Compensation. 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.

          1.3 Withholding. All salary, bonus and other compensation payable to the Employee is subject to applicable withholding taxes.

     2. No Other Modification. Except as specifically modified by this Amendment, the Agreement remains unchanged and in full force and effect.

     The parties have executed this Agreement as of the date set forth above.

	VISTAPRINT USA, INCORPORATED
	By:	/s/ Xxxxxxxx X. Gold
		Title: General Counsel and Senior Vice President
	EMPLOYEE
	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx

SCHEDULE A

Compensation Payable by the Company for fiscal year 2012

Annual base salary of $128,768*.

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 $877,365* 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 $570,000 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 $2,850,000

     Restricted share units with value at grant of $2,280,000

* Approximate, based on the 30-day trailing average currency exchange rate in effect at May 5, 2011