Logitech 2012 Annual Report Download - page 157

faith with a governmental or internal investigation of Logitech or its directors, officers or employees, if Logitech
has requested his cooperation. “Good reason” in Mr. Darrell’s offer letter is defined as: (i) a material reduction of
his authority, duties or responsibilities, or (ii) if, by January 31, 2013, he is not reporting directly to the Logitech
International Board of Directors as Chief Executive Officer.
If any amounts become payable to Mr. Darrell under his change of control agreement, or any successor
agreement, the aggregate amount of any amounts payable to Mr. Darrell under his offer letter will be reduced to the
extent necessary so as to prevent the duplication of severance payments to him.
If amounts payable to Mr. Darrell under any arrangement or agreement with Logitech are payable as a result
of a change of ownership or control of Logitech and exceed the amount allowed under section 280G of the Code,
and would be subject to the excise tax imposed by section 4999 of the Code, then, prior to the making of any
Payments to Mr. Darrell, a “best-of” calculation will be made comparing (1) the total benefit to Mr. Darrell from
the Payments after payment of the excise tax, to (2) the total benefit to Mr. Darrell if the Payments are reduced to
the extent necessary to avoid being subject to the excise tax, and Mr. Darrell will be entitled to the Payments under
the more favorable outcome.
Agreements with Former Executive Officers
Gerald Quindlen Employment Agreement
Mr. Quindlen was subject to an employment agreement effective December 3, 2008. Under his employment
agreement, in the event he was terminated without “cause” other than after a change of control, he was entitled to:
• an amount equal to his current annual base salary; plus
• his current annual targeted bonus amount.
“Cause” in Mr. Quindlen’s employment agreement was defined as (i) theft, dishonesty, misconduct or
falsification of any employment or Company records; (ii) improper disclosure of the Company’s confidential or
proprietary information; (iii) any action which has a material detrimental effect on the Company’s reputation
or business; (iv) failure or inability to perform any assigned duties after written notice from the Company, and
a reasonable opportunity to cure such failure or inability; (v) the conviction (including any plea of guilty or no
contest) of a felony, or of any other criminal act if that act impairs the ability to perform duties or (vi) the failure to
cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or
employees, if the Company has requested cooperation.
If any amounts became payable to Mr. Quindlen under his change of control agreement, or any successor
agreement, the aggregate amount of any amounts payable to Mr. Quindlen under his employment agreement would
have been reduced to the extent necessary so as to prevent the duplication of severance payments to him.
Mr. Quindlen resigned from Logitech in July 2011 and received a severance package of $1,876,250 (including
the estimated value of COBRA health insurance) as prescribed under his Employment Agreement.
Werner Heid Offer Letter
We entered into an offer letter with Werner Heid dated December 24, 2008. Under his offer letter, in the event
he was terminated without “cause” other than after a change of control, he was entitled to:
• an amount equal to 75% of his current annual base salary; plus
• an amount equal to 75% of his current annual targeted bonus amount.
“Cause” in Mr. Heid’s offer letter was defined substantially the same as in Mr. Quindlen’s employment
agreement, described above. If any amounts became payable to Mr. Heid under his change of control agreement,
or any successor agreement, the aggregate amount of any amounts payable to Mr. Heid under his offer letter would
have been reduced to the extent necessary so as to prevent the duplication of severance payments to him.
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