Exhibit 10.2
ASSUMPTION AGREEMENT
by and between
VISTAPRINT LIMITED
an exempted company incorporated
under the laws of Bermuda
and
VISTAPRINT N.V.
a limited liability company
organized under the laws of the Netherlands
Dated as of June 30, 2009
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ASSUMPTION
AGREEMENT
This Assumption Agreement (this
“Agreement”) is made as of June 30, 2009 by and between
VistaPrint Limited, an exempted company incorporated with limited
liability under the laws of Bermuda (“VistaPrint
Limited”), and Vistaprint N.V., a limited liability company
organized under the laws of the Netherlands, and a direct,
wholly-owned subsidiary of VistaPrint Limited (“Vistaprint
N.V.”). Each of VistaPrint Limited and Vistaprint N.V. are
referred to in this Agreement individually as a “party”
and collectively as the “parties.”
PRELIMINARY
STATEMENTS
A. The Board of Directors of
VistaPrint Limited has determined that it is in the best interests
of its shareholders to enter into a transaction (the “Share
Exchange”) by way of a scheme of arrangement under
Section 99 of the Companies Act 1981, as amended, of Bermuda
(the “Companies Act”) in its present form at the date
hereof or with or subject to any modifications, additions or
conditions that are consented to by VistaPrint Limited and that the
Supreme Court of Bermuda (the “Court”) may approve,
impose or permit (the “Scheme”) whereby Vistaprint N.V.
will become the parent holding company of VistaPrint Limited as a
result of the exchange of all of the issued and outstanding common
shares of par value US$0.001 of VistaPrint Limited
(“VistaPrint Limited Common Shares”) for ordinary
shares of €0.01 par value per share of VistaPrint N.V.
(“Vistaprint N.V. Ordinary Shares”).
B. The Boards of Directors of
VistaPrint Limited and the Management Board and the Supervisory
Board of Vistaprint N.V. each have approved the Share Exchange,
whereby each issued and outstanding VistaPrint Limited Common Share
will be exchanged for one Vistaprint N.V. Ordinary
Share.
C. In connection with, and subject
to the consummation of, the Scheme and the Share Exchange,
VistaPrint Limited has agreed to assign and transfer, and
Vistaprint N.V. has agreed to assume and adopt, the Stock Plans (as
defined below), together with any other employee benefit and
compensation plans and agreements of VistaPrint Limited or its
affiliates.
D. Unless otherwise noted,
capitalized terms in this Agreement have the meanings set forth
herein.
AGREEMENT
The parties, intending to be legally
bound, agree as follows:
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1.
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EMPLOYEE
BENEFIT AND COMPENSATION PLANS AND AGREEMENTS
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(a) VistaPrint Limited maintains and
sponsors a variety of equity compensation-related plans, and
certain other plans, agreements, awards and arrangements, providing
for the grant or award to its directors, officers and employees and
other persons listed in Exhibit 1 (collectively, the
“Stock Plans”) of (i) options, restricted shares
or other rights to purchase or receive VistaPrint Limited Common
Shares or (ii) the right to receive benefits or other amounts
by reference to VistaPrint Limited Common Shares (individually, an
“Award” and collectively, the “Awards”). At
the Transaction Time (as such term is defined in the Share Exchange
Agreement by and between VistaPrint Limited and VistaPrint N.V.,
dated as of the date hereof (the “Share Exchange
Agreement”)), the Stock Plans, together with any other
employee benefit and compensation plans and agreements of
VistaPrint Limited or its affiliates as determined by the Board of
Directors of VistaPrint Limited in its sole discretion, shall be
assumed and adopted by and become plans and agreements of
Vistaprint N.V. (collectively, the “Assumed Plans”).
Vistaprint N.V. shall, pursuant to the terms hereof and thereof,
assume the rights and obligations of VistaPrint Limited under the
Assumed Plans.
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(b) To the extent any Stock Plan
(whether or not an Assumed Plan) provides for the issuance,
acquisition, holding or purchase of, or otherwise relates to or
references, VistaPrint Limited Common Shares, then, pursuant to the
terms hereof and thereof, after the Transaction Time, such Stock
Plan shall be deemed to provide for the issuance, acquisition,
purchase or holding of, or otherwise relate to or reference,
Vistaprint N.V. Ordinary Shares (or benefits or other amounts
determined in accordance with the Assumed Plans). In furtherance
thereof, all references in the Stock Plans to VistaPrint Limited or
its predecessors shall be amended to be references to Vistaprint
N.V. Such amendments to the Assumed Plans deemed necessary or
appropriate by VistaPrint Limited and Vistaprint N.V. to effect the
Scheme and related transactions, including to facilitate the
assignment to, and assumption and adoption by, Vistaprint N.V. of
the Assumed Plans or the actions contemplated hereby (subject to
this Section 1), shall be adopted and entered into with
respect to the Assumed Plans or any other Stock Plan. The vote of
the Shareholders at the meeting of the holders of VistaPrint
Limited Common Shares convened at the direction of the Court at
which the Scheme will be voted upon shall, pursuant to the terms
hereof and of the Stock Plans, be deemed to satisfy any requirement
of shareholder approval of such amendments and the assignment to,
and assumption and adoption by, Vistaprint N.V. of the Assumed
Plans and/or Awards or the actions contemplated hereby with respect
to any other Stock Plan.
(c) All outstanding Awards or any
other benefits available which are based on VistaPrint Limited
Common Shares and which have been granted under the Stock Plans
(including, as applicable, any VistaPrint Limited Common Shares
exchanged pursuant to Section 2 of the Share Exchange
Agreement) shall remain outstanding and, after the Transaction
Time, pursuant to the terms thereof, be deemed to provide for the
issuance, acquisition, purchase or holding of, or otherwise
rel
