Logitech 2014 Annual Report Download - page 134

There are no agreements providing for payment of any consideration to any non-executive member of the
Board of Directors upon termination of his or her services with the Company.
Change of Control Severance Agreements
Each of our executive officers has executed a change of control severance agreement with Logitech. The
change of control agreements with Mr. De Luca and Mr. Pilette are slightly different than those of the other executive
officers. The purpose of the change of control agreements is to support retention in the event of a prospective
change of control.
Under the change of control agreement, each executive officer is eligible to receive the following benefits,
should the executive officer be 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:
• The continuation of the executive’s “current compensation” for 12 months (except in the case of
Mr. Pilette, which is 18 months if he is terminated or resigns for good reason in the first two years of
his employment);
• Continuation of health insurance benefits for up to 12 months;
• Acceleration of vesting for all stock options held by the executive;
• Acceleration of other employee equity incentives held by the executive if provided for under the terms
of the grant agreement for the equity incentive; and
• Executive – level outplacement services of a value of up to $5,000.
The term “current compensation” includes:
• The greater of (i) the executive’s annual base salary in effect immediately prior to the executive’s
termination and (ii) the executive’s annual base salary in effect on the date of the Change of Control
Agreement; plus
• The amount of the executive’s annual bonuses for the fiscal year preceding the fiscal year in which
severance benefits become payable to the executive.
The change of control agreement defines the term “change of control” to mean:
• A merger or consolidation of Logitech with another corporation resulting in a greater than 50% change
in the total voting power of Logitech or the surviving company immediately following the transaction;
• The complete liquidation of Logitech;
• The sale or other disposition of all or substantially all of Logitech’s assets; or
• The acquisition by any person of securities of Logitech representing 50% or more of the total voting
power of Logitech’s outstanding shares.
The change of control agreement with Mr. De Luca is the same as for the other executive officers, except that
only those stock options granted by the Company to him before January 28, 2008, while he was serving as Chief
Executive Officer, are subject to acceleration under the agreement. Options granted to him after January 28, 2008
are not subject to acceleration.
The change of control agreement with Mr. Pilette is the same as for the other executive officers, except that (i)
the continuation of the executive’s “current compensation” is for 18 months if Mr. Pilette’s employment is terminated
following a change of control during the first two years of his employment, and (ii) current compensation is based
on base salary and annual target bonus.
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