Item  5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 3, 2008, Anne S. Drapeau, the Executive Vice President and Chief People Officer of VistaPrint Limited (the “Registrant”), tendered her resignation effective September 30, 2008 (the “Resignation Date”), in order to join a human resources consulting company as a Managing Partner. In order to facilitate an effective transition of her responsibilities, the Registrant, the Registrant’s wholly-owned subsidiary VistaPrint USA, Incorporated (together with the Registrant, the “Company”) and Ms. Drapeau entered into a Transition Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Ms. Drapeau will continue to be employed by the Company through the Resignation Date and will continue to receive the same level of pay and benefits (including base salary, bonus and vesting of outstanding options) through the Resignation Date that she was entitled to immediately prior to the execution of the Transition Agreement. In the event the Company terminates Ms. Drapeau’s employment other than for “Cause” (as defined in the Transition Agreement) prior to the Resignation Date, the Company will pay her the compensation she would have earned from the effective date of the termination through the Resignation Date (including base salary and prorated bonus), and any of Ms. Drapeau’s outstanding, unvested options that would have vested on or before the Resignation Date but for such termination of employment shall become immediately exercisable in full. The Transition Agreement supersedes in its entirety the Executive Retention Agreement between the Company and Ms. Drapeau dated as of September 12, 2005, as amended.

The Transition Agreement is included in this filing as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

10.1   Transition Agreement by and among the Registrant, VistaPrint USA, Incorporated, and Anne S. Drapeau dated as of April 3, 2008

 

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Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VistaPrint Limited
Date: April 7, 2008   By:  

/s/ Harpreet Grewal

    Harpreet Grewal
    Executive Vice President and Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.

 

Description

10.1   Transition Agreement by and among the Registrant, VistaPrint USA, Incorporated, and Anne S. Drapeau dated as of April 3, 2008

 

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