SEC Filings

CIMPRESS N.V. filed this Form 10-Q on 11/03/2017
Entire Document

2016 Performance Equity Plan
Supplemental Performance Share Unit Agreement

1.    Grant of Award. This Agreement evidences the grant by Cimpress N.V., a Netherlands company (the “Company”), on %%OPTION_DATE,’Month DD, YYYY’%-% to %%FIRST_NAME%-% %%LAST_NAME%-% (the “Participant”) of %%TOTAL_PSUs_GRANTED%-% performance share units (the “PSUs”) on the terms of this Agreement and the Company’s 2016 Performance Equity Plan (the “Plan”). Each PSU represents a right to receive between 0 and 2.5 ordinary shares of the Company, €0.01 par value per share (the “Shares”), upon the satisfaction of (A) service-based vesting as described in Section 2 below, (B) a performance condition relating to the Company’s cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020 (“UFCF Goal”) as described in Section 3 below, and (C) performance conditions relating to the compound annual growth rate (“CAGR”) of the three-year moving average daily price per Share (“3YMA”) as described in Section 4 below. The issuance of Shares to the Participant pursuant to a PSU upon satisfaction of the service-based condition and both performance conditions described in this Agreement is a “Performance Dependent Issuance.”

Except as otherwise indicated by the context, the term “Participant,” as used in this award, is deemed to include any person who acquires rights under this award validly under its terms. All references to the “Company” throughout this Agreement include Cimpress N.V. and all current and future parents and subsidiaries of Cimpress N.V., and if the Participant is employed by a parent or subsidiary of Cimpress N.V., then any references in this Agreement to employment by or with the Company or termination of employment by or with the Company are instead deemed to refer to such parent or subsidiary.

2.    Service-Based Vesting.

(a)    Vesting Schedule. Throughout this Agreement, the term “vest” refers only to the satisfaction of the service-based condition described in this Section 2 and does not refer to the UFCF Goal or 3YMA CAGR performance conditions, the satisfaction of which are necessary for a Performance Dependent Issuance. Subject to the terms and conditions of this award, the PSUs vest as to one third of the original number of PSUs on June 30, 2018 and as to an additional one third of the original number of PSUs on each of the successive two anniversaries of such date, so long as, at the time any PSUs vest, the Participant is, and has been at all times since the date in Section 1 above on which the PSUs were granted, an “Eligible Participant,” which is defined as an employee, officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the United States Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).

(b)    Forfeiture of Unvested PSUs. If for any reason the Participant ceases to be an Eligible Participant, then the vesting of PSUs ceases and the Participant has no further rights with respect to any unvested PSUs, but except as set forth in Section 2(c) below, the Participant retains the PSUs that have vested as of the last day on which he or she was an Eligible Participant. The Participant expressly accepts and agrees that any termination of his or her relationship with the Company for any reason whatsoever (including without limitation unfair or objective dismissal, permanent disability, death, resignation or desistance) automatically means the forfeiture of all of his or her unvested PSUs, with no compensation whatsoever. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition.

(c)    Forfeiture of Vested PSUs. The Participant expressly accepts and agrees that if the Participant’s status as an Eligible Participant is terminated for Cause, then all of the Participant’s PSUs,

Employee SPSU agreement