Logitech 2012 Annual Report Download - page 158

Mr. Heid resigned from Logitech, effective as of May 2012, and received a severance package of $758,925
(including the estimated value of COBRA health insurance) as prescribed under his Offer Letter.
Tables of Potential Payments Upon Termination or Change in Control
The table below estimates the amount of compensation that would be paid in the event of an involuntary
termination of a listed named executive officer without cause after a change in control, assuming that each of the
terminations was effective as of March 31, 2012, subject to the terms of the change of control agreement and the
terms of the PSU and RSU award agreements with each of the listed named executive officers.
For Mr. Heid, the additional table below estimates the amount of compensation that would have been paid
in the event of an involuntary termination without cause, assuming that the termination was effective as of
March 31, 2012, subject to the terms of the agreement with him. As of March 31, 2012, no compensation amounts
were payable to any named executive officer in the event of a mutual agreement to terminate employment, whether
upon retirement or otherwise.
The price used for determining the value of accelerated equity in the tables below was the closing price
of Logitech’s shares on NASDAQ on March 31, 2012, the last business day of the fiscal year, of $7.80. For those
unvested options held by Mr. De Luca that have exercise prices denominated in Swiss Francs, the U.S. Dollar
equivalent of such exercise prices as of March 31, 2012 were calculated based on a Swiss Franc to U.S. Dollar
exchange rate on March 31, 2012 of 1 to 1.10705.
Involuntary Termination After Change in Control
Name Base Salary(1) Bonus(2)
Other
Benefits(3)
Value of
Accelerated
Equity Awards(4) 280G cut-back(5) Tot al
Guerrino De Luca ....... 500,000 —26,900 — — 526,900
Erik K. Bardman. . . . . . . . 440,000 —26,900 592,800 — 1,059,700
Junien Labrousse . . . . . . . 786,006 —26,900 643,500 — 1,456,406
L. Joseph Sullivan ....... 402,000 —26,900 460,200 — 889,100
Former Officer:
Werner Heid . . . . . . . . . . . 570,000 —26,900 627,900 — 1,224,800
(1) Represents fiscal year 2012 annual base salary in effect on March 31, 2012.
Mr. Labrousse’s salary amount was converted using the exchange rate of 1 CHF to 1.10705 USD as of
March 31, 2012.
(2) No bonuses were earned or paid for fiscal year 2012.
(3) Represents the estimated cost of medical and other health insurance premiums (COBRA) for one year after
termination and $5,000 in outplacement services.
(4) Represents, as of March 31, 2012, the aggregate intrinsic value (market value less exercise price) of unvested
options, the aggregate market value of shares underlying all unvested RSUs, and 100% of the shares subject
to PRSUs granted April 11, 2011, in each case held by the named executive officer as of March 31, 2012. The
minimum performance condition under the terms of the PRSUs granted November 15, 2010 was not met as of
March 31, 2012, and therefore, no value is attributed to the shares subject to such PRSUs. Per the terms of his
agreements, Mr. De Luca does not receive any acceleration of RSU or PRSU vesting.
(5) Under the Change of Control agreements for the executive officers listed above, there is a “280G cut-back”
so that, in effect, the maximum value of the cash payments plus accelerated equity awards to which an
executive is entitled under the agreement is just under 3 times the average annual taxable compensation paid
by Logitech to the executive in the prior five taxable years, calculated in accordance with the U.S. Tax Code.
The 280G cut-back in the Change of Control agreements was not applicable to any of these named executive
officers for a March 31, 2012 termination date.
148