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Exhibit 10.
1
Transition
Agreement
This Transition Agreement
made as of this 3rd day of April, 2008 by and between VistaPrint
Limited (“VistaPrint”), VistaPrint USA, Incorporated
(“VistaPrint USA” and, together with VistaPrint, the
“Company”) and Anne S. Drapeau (“Ms.
Drapeau”).
WHEREAS,
Ms. Drapeau currently serves the Company as an Executive Vice
President and as its Chief People Officer;
WHEREAS ,
Ms. Drapeau informed the Company of her desire to resign all
positions she currently holds with the Company to pursue other
employment; and
WHEREAS, the Company
and Ms. Drapeau believe that it is in both of their interests
for her to continue her employment until September 30, 2008
(the “Resignation Date”) pursuant to the provisions set
forth in this Transition Agreement.
NOW, THEREFORE , in
consideration of the foregoing and the mutual covenants contained
herein, the parties agree as follows.
1. Contractual
Status. The Company and Ms. Drapeau agree that she
will remain employed by the Company in either her current position
or in another position designated by the Company from the date of
this Transition Agreement until September 30, 2008 (the
“Contractual Period”). During the Contractual Period,
Ms. Drapeau will continue to receive the same level of pay and
benefits from the Company that she received immediately prior to
the execution of this Transition Agreement. In addition, provided
Ms. Drapeau remains employed by the Company through the
Resignation Date, the Company will provide her with (i) a
bonus for the fiscal year ending June 30, 2008 (“Fiscal
2008”) and (ii) a prorated bonus for the fiscal year
ending June 30, 2009 (“Fiscal 2009”) relating to
the period from July 1, 2008 to the Resignation Date, in each
case in accordance with its normal practices. The amounts payable
pursuant to this Section 1 shall be subject to the terms and
conditions set forth in Exhibit A.
2. Early
Termination.
(i) If the Company terminates
Ms. Drapeau’s employment other than for
“Cause” prior to the Resignation Date, the Company
shall pay her the compensation she would have earned from the
effective date of the termination until the Resignation Date and it
will pay her a bonus for Fiscal 2008 (if such termination occurs
during Fiscal 2008) or for Fiscal 2009 (if such termination occurs
during Fiscal 2009) prorated through the Resignation Date. Such
payment will be made in a lump sum within fifteen (15) days of
her date of termination without Cause. In addition, (i) each
of Ms. Drapeau’s outstanding options to purchase shares
of VistaPrint to the extent not currently exercisable that would
have vested on or before the Resignation Date but for such
termination of employment shall become immediately exercisable as
to such number of shares as would have become vested as of the
Resignation Date had Ms. Drapeau’s employment not been
so terminated and (ii) any restricted stock award subject to a
right of repurchase by VistaPrint shall become vested as to such
number of shares as would have become vested as of the
Resignation Date had
Ms. Drapeau’s employment not so terminated and such
vested shares shall no longer be subject to a right of repurchase
by VistaPrint. The amounts payable pursuant to this Section 2
shall be subject to the terms and conditions set forth in Exhibit
A. For purposes of this Transition Agreement, “ Cause
” means:
(a) Ms. Drapeau’s
willful and continued failure to substantially perform her
reasonable assigned duties (other than any such failure resulting
from incapacity due to physical or mental), which failure is not
cured within 30 days after a written demand for substantial
performance is received by Ms. Drapeau from the Board which
specifically identifies the manner in which the Board of Directors
believes she has not substantially performed her duties;
or
(b) Ms. Drapeau’s
willful engagement in illegal conduct or gross misconduct that is
materially and demonstrably injurious to the Company.
(ii) If the Contractual
Period terminates for any reason other than a termination by the
Company without Cause, Ms. Drapeau shall only be entitled to
receive the pay and benefits she earned as of the termination
date.
3. Termination of the
Executive Retention Agreement. This Transition Agreement
supersedes and replaces in its entirety the Executive Retention
Agreement between the parties dated September 12, 2005, as
amended, which shall hereafter be null and void and of no further
force and effect.
4. Non-Disclosure,
Non-Competition and Non-Solicitation Obligations
Ms. Drapeau acknowledges and reaffirms her obligation,
consistent with applicable law, to keep confidential and not to
disclose any and all non-public information concerning the Company
that she acquired during the course of her employment with the
Company, including, but not limited to, any non-public information
concerning the Company’s business affairs, business prospects
and financial condition, as is stated more fully in the Invention
and Non-Disclosure Agreement she executed, which remains in full
force and effect. Ms. Drapeau further acknowledges and
reaffirms her obligations under the Non-Competition and
Non-Solicitation Agreement she previously executed for the benefit
of the Company, which also remains in full force and
effect.
5. Return of Company
Property. Ms. Drapeau agrees and warrants that on or
before her final date of employment with the Company, she will
return to the Company all keys, files, records (and copies
thereof), equipment (including, but not limited to, computer
hardware, software and printers, wireless handheld devices,
cellular phones, pagers, etc.), Company identification, Company
vehicles and any other Company-owned property in her possession or
control, and that she will leave intact all electronic Company
documents, including, but not limited to, those which she developed
or he
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