Exhibit 10.4
Form of
Nonqualified Share Option Agreement
Granted Under The 2005
Non-Employee Directors’ Share Option Plan, as
Amended
This agreement evidences a grant by
Vistaprint N.V., a Netherlands company (the “Company”),
on
(the “Grant Date”) to
(the “Participant”) of an option to purchase, in whole
or in part, on the terms provided herein and in the Company’s
2005 Non-Employee Directors’ Share Option Plan, as amended
(the “Plan”), a total of
ordinary shares of the Company (the “Shares”),
€0.01 par value per share (the “Ordinary Shares”),
at an exercise price of
per Share. Unless earlier terminated, this option shall expire on
(the “Final Exercise Date”).
It is intended that the option
evidenced by this agreement shall not be an incentive stock option
as defined in Section 422 of the United States Internal
Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”). Except as otherwise indicated
by the context, the term “Participant,” as used in this
option, is deemed to include any person who acquires the right to
exercise this option validly under its terms.
(a) Scheduled Vesting . This
option becomes exercisable (“vest”) as to 8.33% of the
original number of Shares each successive three-month period
following the Grant Date until the third anniversary of the Grant
Date.
The right of exercise is cumulative
so that, to the extent the option is not exercised in any period to
the maximum extent permissible, it continues to be exercisable, in
whole or in part, with respect to all Shares for which it is vested
until the earlier of the Final Exercise Date or the termination of
this option under Section 3 hereof or the Plan.
(b) Vesting Upon a Change of
Control . In the event of a Change of Control (as defined in
the Plan) all Shares subject to this Agreement that are not by
their terms then exercisable become exercisable.
(a) Form of Exercise . Each
election to exercise this option shall be in writing in the form of
the Notice of Stock Option Exercise attached hereto or such other
form as the Company may accept, signed by the Participant and
received by the Company at its principal office. Such notice shall
be accompanied by payment in full using any of the following
methods (unless determined otherwise by the Company’s
Supervisory Board in its sole discretion):
(i) in cash or by check, payable to
the order of the Company;
(ii) by (A) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker
to deliver promptly to the Company sufficient funds to pay the
exercise price and any required tax withholding or
(B) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to
pay the exercise price and any required tax withholding;
(iii) by delivery of Ordinary Shares
owned by the Participant, or by attestation to the ownership of a
sufficient number of Ordinary Shares, valued at their fair market
value as determined by (or in a manner approved by) the
Company’s Supervisory Board in good faith, so long as
(A) such methods of payment are then permitted under
applicable law and (B) such Ordinary Shares, if acquired
directly from the Company, were owned by the Participant at least
six months before such delivery; or
