|CIMPRESS N.V. filed this Form 10-Q on 11/03/2017|
whether vested or unvested, are automatically forfeited with no compensation whatsoever, and the Participant has no further rights with respect to any PSUs hereunder. The Participant acknowledges and accepts that this is an essential condition of this Agreement and expressly agrees to this condition. For purposes of this Agreement and to the extent permitted under local law, “Cause” means the Participant’s (i) willful failure to substantially perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness), (ii) willful misconduct or gross negligence related to his or her employment with the Company, (iii) commission of any crime involving harassment, moral turpitude, fraud, misappropriation or embezzlement, (iv) breach of this Agreement or any confidentiality or restrictive covenant agreement with the Company, (v) failure to comply with any material provision of any written policy or rule of the Company, as may be in effect from time to time, or (vi) engagement in any act or failure to act that is so serious in its nature or extent that it breaks the purpose of the employment relationship and legally deprives the Participant of any right to notice and/or indemnification for dismissal.
3. UFCF Performance Condition. The UFCF Goal is %%UFCF_GOAL_$%-%.The Compensation Committee of the Company’s Supervisory Board (the “Compensation Committee”) may adjust the UFCF Goal at any time, from time to time, and in its sole discretion based on its assessment of the Company’s performance, and each reference to the UFCF Goal in this Agreement means the UFCF Goal as so adjusted. If the Company’s cumulative consolidated unlevered free cash flow over the period from July 1, 2017 to June 30, 2020 does not equal or exceed the UFCF Goal, as determined by the Compensation Committee as soon as practicable after the end of such period (the “UFCF Determination Date”), then a Performance Dependent Issuance will not be possible, this award expires in its entirety on the UFCF Determination Date, and no Shares are issued or issuable with respect to this award.
4. 3YMA CAGR Performance Conditions.
(a) Baseline and Measurements. The “Baseline 3YMA” for this award is %%BASELINE_3YMA_$%-%, and the “Baseline Date” is %%BASELINE_DATE,’Month DD, YYYY’%-%. If the UFCF Goal is achieved, then at each of the sixth through tenth anniversaries of the Baseline Date (each such date a “Measurement Date”) until such time as a Performance Dependent Issuance is triggered for this PSU award, the Company shall measure the 3YMA as of such Measurement Date and calculate the CAGR relative to the Baseline 3YMA as set forth in this Section 4.
(b) Performance Condition for Years 6-9. If the UFCF Goal is achieved and on a Measurement Date corresponding to the sixth through ninth anniversaries of the Baseline Date the CAGR of the 3YMA as of such Measurement Date, relative to the Baseline 3YMA, equals or exceeds the minimum CAGR set forth in Table 1 on Schedule A hereto, then a Performance Dependent Issuance is triggered at the first such Measurement Date, and the Company shall issue to the Participant in accordance with Section 5 below the number of Shares determined by multiplying the number of vested PSUs in this award by the percentage set forth in Table 1 that corresponds to the CAGR of the 3YMA from the Baseline Date to the Measurement Date, rounded down to the nearest whole Share.
(c) Performance Condition for Year 10. If the UFCF Goal is achieved but the 3YMA on the Measurement Dates corresponding to the sixth to ninth anniversaries of the Baseline Date does not represent at least an 11% CAGR from the Baseline 3YMA on any such Measurement Date, then the Company shall use Table 2 on Schedule A instead of Table 1 for the final Measurement Date. If the UFCF Goal is achieved and the 3YMA CAGR on the Measurement Date corresponding to the tenth anniversary of the Baseline Date, relative to the Baseline 3YMA, equals or exceeds the minimum CAGR set forth in Table 2, then a Performance Dependent Issuance is triggered at such Measurement Date, and the Company shall issue to the Participant in accordance with Section 5 below the number of Shares determined by multiplying the number of vested PSUs in this award by the percentage set forth in Table 2
Employee SPSU agreement