Logitech 2014 Annual Report Download - page 138

Potential Payments Upon 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) Total
Guerrino De Luca ..... 500,000 575,000 13,465 4,467,000 — 5,555,465
Bracken P. Darrell(6) ... 750,000 862,500 30,419 10,345,080 — 11,987,999
Vincent Pilette ....... 750,000 600,000 23,465 5,509,300 (610,682 ) 6,072,083
Marcel Stolk ......... 580,363 583,753 8,657 3,355,330 n/a 4,528,103
L. Joseph Sullivan ..... 415,000 385,950 22,713 2,796,955 (1,156,511) 2,464,107
(1) Represents fiscal year 2014 annual base salary in effect on March 31, 2014. Mr. Pilette’s agreement calls
for 18 months of compensation continuation if his employment is terminated following a change of control
during the first two years of his employment. Thereafter, Mr. Pilette is eligible for 12 months of compensation
continuation. Mr. Stolk’s salary amount was converted using the exchange rate of 1 CHF to 1.13 USD as of
March 31, 2014.
(2) Bonuses paid for fiscal year 2014 except for Mr. Pilette. Mr. Pilette’s agreement provides for bonus based on
annual target bonus. Mr. Stolk’s bonus amount was converted using the exchange rate of 1 CHF to 1.13 USD
as of March 31, 2014.
(3) Represents the estimated cost of medical and other health insurance premiums (COBRA) for one year after
termination and $5,000 in outplacement services ($15,000 for Mr. Pilette).
(4) Represents, as of March 31, 2014, the aggregate intrinsic value (market value less exercise price) of unvested
options and the aggregate market value of shares underlying all unvested RSUs PSUs, in each case held by
the named executive officer as of March 31, 2014. For minimum performance conditions under the terms of
the PSOs granted January 4, 2013, 50% of the conditions were met therefore, 50% of value were attributed to
the shares subject to such PSOs. For the PSUs granted April 15, 2013, as of March 31, 2014 the performance
condition were at a level which would have produced a payout percentage of 150% therefore, 150% of value
were attributed to the shares subject to such PSUs. The minimum performance conditions for two of the PSOs
granted to Mr. Darrell on April 16, 2012 were not met as of March 31, 2014 therefore no value were attributed
to the shares subject to such PSOs. Mr. De Luca does not receive any acceleration of RSU or PSU vesting.
(5) Under the Change of Control agreements for the executive officers listed above other than Mr. Darrell, 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.
(6) For Mr. Darrell, if amounts payable 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.
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