Amendment No. 5 to Employment Agreement between Vistaprint USA, Inc. and Robert S. Keane

Summary

This amendment updates the employment agreement between Vistaprint USA, Inc. and Robert S. Keane, effective September 30, 2014. It sets Mr. Keane’s annual base salary at approximately $206,780 for the year starting July 1, 2014, and outlines his eligibility for bonuses and equity awards for the 2015 fiscal year, with a target incentive of about $1,046,000, subject to performance criteria. All compensation is subject to applicable taxes. All other terms of the original agreement remain unchanged.

EX-10.1 2 ex101amendmentno5toemploym.htm R. KEANE AMENDMENT NO.5 TO EMPLOYMENT AGREEMENT EX 10.1 Amendment No.5 to Employment Agreement

AMENDMENT NO. 5 TO

EMPLOYMENT AGREEMENT

This Amendment No. 5 to Employment Agreement is entered into on September 30, 2014 by Vistaprint USA, Incorporated (the “Company”) and Robert S. Keane (the “Employee”). The Company and the Employee previously entered into an Employment Agreement dated September 1, 2009, as amended (the “Agreement”), and now wish to amend the Agreement further to reflect the Employee’s compensation for the Company’s 2015 fiscal year.

The parties agree as follows:

1.Compensation and Benefits.

1.1Salary. The Company shall pay the Employee, in accordance with the Company’s regular payroll practices, an annualized base salary of $206,780 (approximate, based on the 30-day trailing average currency exchange rate in effect at May 13, 2014) for the one-year period commencing on July 1, 2014.

1.2FY 2015 Incentive Compensation. The Employee is entitled to receive the bonuses, incentive awards, and equity compensation awards for the Company’s fiscal year 2015 described on Schedule A.

1.3Withholding. All salary, bonus, and other compensation payable to the Employee is subject to applicable withholding taxes.

2.No Other Modification. Except as specifically modified by this Amendment, the Agreement remains unchanged and in full force and effect.

The parties have executed this Amendment as of the date set forth above.

VISTAPRINT USA, INCORPORATED

By: /s/Lawrence A. Gold


Title:	Senior Vice President and Secretary

EMPLOYEE

/s/Robert S. Keane

Robert S. Keane

SCHEDULE A

Incentive Compensation Payable by the Company for fiscal year 2015

Annual incentive, pursuant to the terms of the Employee’s award agreement under the Vistaprint Amended and Restated Performance Incentive Plan for Covered Employees, with a target amount of $1,046,000 (approximate, based on the 30-day trailing average currency exchange rate in effect at May 13, 2014) subject to the satisfaction of the performance criteria set forth in such award agreement.