Logitech 2012 Annual Report Download - page 156

PSU and RSU Award Agreements
The PSU and RSU award agreements for named executive officers other than Guerrino De Luca provide for
the acceleration of vesting of the RSUs and PSUs subject to the award agreements under the same circumstances
and conditions as under the change of control agreements; namely, if the named executive officer is subject to an
involuntary termination within 12 months after a change of control because his or her employment is terminated
without cause or the executive resigns for good reason. In the event of such an involuntary termination:
• All shares subject to the RSUs will vest.
• 100% of the shares subject to the PSUs will vest if the change of control occurred within one year after
the grant date of the PSUs. If the change of control occurred more than one year after the grant date
of the PSUs, the number of shares subject to the PSU that will vest will be determined by applying the
performance criteria under the PSUs as if the performance period had ended on the date of the change
of control.
Bracken Darrell Offer Letter
We entered into an offer letter with Bracken Darrell dated March 13, 2012. Under his offer letter, in the event
he is terminated without “cause” or resigns (within 30 days after Logitech fails to remedy the condition reported to
be good reason during a 30-day cure period) for good reason, other than after a change of control, he is entitled to
receive severance benefits as follows:
• If the termination occurs within one year after his employment start date, he is entitled to:
▪ an amount equal to 200% of his then-current annual base salary, less applicable
withholdings; plus
▪ an amount equal to 200% of his then-current annual targeted bonus amount, less applicable
withholdings; plus
▪ 25% of his initial stock option grant for 500,000 Logitech shares and 25% of his initial restricted
stock unit grant for 100,000 shares will accelerate and vest.
• If the termination occurs more than one year but within two years after his employment start date, he is
entitled to:
▪ an amount equal to 150% of his then-current annual base salary, less applicable
withholdings; plus
▪ an amount equal to 150% of his then-current annual targeted bonus amount, less
applicable withholdings.
• If the termination occurs more than two years after his employment start date, he is entitled to:
▪ an amount equal to 100% of his then-current annual base salary, less applicable
withholdings; plus
▪ an amount equal to 100% of his then-current annual targeted bonus amount, less
applicable withholdings.
In each case, Mr. Darrell would also be entitled to have Logitech pay the premiums to continue his group
health insurance coverage under COBRA during the applicable severance period, subject to any maximum length
of coverage limits under applicable law and until he becomes eligible for benefits from a subsequent employer.
“Cause” in Mr. Darrell’s offer letter is defined as: (i) theft, dishonesty, misconduct or falsification of any
employment or Logitech records; (ii) improper disclosure of Logitech’s confidential or proprietary information;
(iii) failure or inability to perform any assigned duties after written notice from Logitech of, and a reasonable
opportunity to cure, such failure or inability; (iv) conviction (including any plea of guilty or no contest) of a felony,
or of any other criminal act if that act impairs his ability to perform his duties; or (v) failure to cooperate in good
146