Form of] Vistaprint N.V. Award Agreement for Fiscal Years 2012 to 2015 under the Vistaprint N.V. Performance Incentive Plan For Covered Employees

Exhibit 10.5
FOUR-YEAR AWARD AGREEMENT

[Form of]

Vistaprint N.V.

Award Agreement for Fiscal Years 2012 to 2015
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 Company will pay the applicable Cash Payment Amounts under the Plan on the applicable Payment Date (as defined in the Terms and Conditions).

For purposes of this Agreement, there are four performance periods, each of which lasts 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 is 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 is determined in accordance with US generally accepted accounting principles (“US GAAP”), adjusted as set forth in Section 2(b) of the Terms and Conditions, if applicable. For avoidance of doubt, EPS calculations are inclusive (net of) the expense associated with any and all employee compensation or bonus plans, including those made pursuant to the Plan.

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Base Amount Per Performance Period: $_______________

EPS Targets:

		Performance Periods ending on the following Vesting Dates
		June 30, 2012		June 30, 2013		June 30, 2014		June 30, 2015
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, 2012				June 30, 2013				June 30, 2014				June 30, 2015
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 equals 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 is deemed to equal 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 is 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 is 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 equals the amount by which earnings per share exceeded such applicable EPS Target and the denominator of which equals 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, 2015 the Base Amount were $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 108.69%, calculated as follows:

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

(ii) 8.69%, 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 108.69% (the Applicable Percentage) or $54,345.

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

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Vistaprint N.V.

Award Agreement for Fiscal Years 2012 to 2015
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), the Company will make a Cash Payment Amount 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) the Company shall make no Cash Payment Amount until the applicable Payment Date, and (ii) the Participant has no rights to any Cash Payment Amount until the Vesting Date. Except where the context otherwise requires, the term “the Company” includes 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 dilutive acquisitions of businesses or assets 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”) (each, an “M&A Transaction”), provided that the exclusion for each applicable year during the Performance Period shall not exceed the lesser of (i) the total expense from the amortization of intangibles for such year in connection with such M&A transaction, and (ii) such amount that will cause the M&A Transaction to be EPS-neutral for such year after giving effect to such exclusion (in both cases when measured against the plan originally established by the company at the time of the transaction).

     (2) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC”) resulting from either (1) a change from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies or (2) a change to existing US GAAP required to be made in the Performance Period but not contemplated in determining the EPS Targets (collectively the “New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects or is required 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 used for the EPS targets 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.

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     (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.

     (d) Notwithstanding the foregoing, the Compensation Committee may reduce any Cash Payment Amount, including to $0, if the Compensation Committee believes, in its sole discretion, that such a reduction is necessary or appropriate.

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) before the end of any Performance Period, then the Participant or his estate is nevertheless 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, the Company shall pay no Cash Payment Amount, and this Agreement is 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 are forfeited and revert to the Company as of the date of such determination and the Company is entitled to recover from the Participant the Cash Payment Amount.

     (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 is 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, except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, the performance criteria set forth in the accompanying Award Agreement for each EPS Medium Target are 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 is 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

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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 is 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. The Participant may not sell, assign, transfer, pledge, hypothecate or otherwise disposed of this Agreement (whether by operation of law or otherwise) (collectively, a “transfer”), 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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