Logitech 2014 Annual Report Download - page 99

(3) Includes shares represented by vested, unexercised options as of September 30, 2014 and options and restricted
stock units that are expected to vest within 60 days after September 30, 2014. These shares are deemed to
be outstanding for the purpose of computing the percentage ownership of the person holding the options
or restricted stock units, but are not treated as outstanding for the purpose of computing the percentage
ownership of any other person. For Ms. Davis, Ms. Ribar and Messrs. Borel, Bousquette, Chua and Hunt,
18,400 of the shares that they may acquire within 60 days vested on August 31, 2014 but will not settle until
the Company is current on its periodic reports required to be filed with the SEC, at which time such shares
will also be subject to a net issuance to cover withholding taxes. For Mr. Hirsch, 27,468 of the shares that
he may acquire within 60 days vested on August 31, 2014 but will not settle until the Company is current
on its periodic reports required to be filed with the SEC, at which time such shares will also be subject to
a net issuance to cover withholding taxes. For Mr. Pilette, 253,333 of the shares that he may acquire within
60 days vested on September 15, 2014 but will not settle until the Company is current on its periodic reports
required to be filed with the SEC, at which time such shares will also be subject to a net issuance to cover
withholding taxes. For Mr. Sullivan, 4,500 of the shares that he may acquire within 60 days will vest on
November 15, 2014, at which time such shares will also be subject to a net issuance to cover withholding taxes.
For Mr. Doktorczyk, 4,375 of the shares that he may acquire within 60 days vested on August 15, 2014 but
will not settle until the Company is current on its periodic reports required to be filed with the SEC, at which
time such shares will also be subject to a net issuance to cover withholding taxes.
(4) Based on 163,259,279 shares outstanding on September 30, 2014 (173,106,620 shares outstanding less
9,847,341 treasury shares outstanding).
(5) The number of shares held by Mr. Borel includes (a) 53,000 shares held by a charitable foundation, of which
Mr. Borel and other members of his family are board members and (b) 6,500 shares held by Mr. Borel’s
spouse. As of September 30, 2014, Mr. Borel’s indicated sole investment and voting power with respect to
9,541,843 shares, shared investment power with respect to 59,500 shares and shared voting power with respect
to 53,000 shares.
(6) Mr. Chang did not stand for re-election as a director at the Annual General Meeting in September 2013.
(7) Mr. Bardman resigned as an executive officer of the Company effective as of April 26, 2013.
(8) Mr. Doktorczyk served as interim Principle Financial Officer and Principle Accounting officer from May 29,
2013 until September 3, 2013, Mr. Doktorczyk was the Company’s Vice President of Finance and Corporate
Controller throughout the fiscal year 2014, but he was not an executive officer.
SHARE OWNERSHIP GUIDELINES
Members of the Board of Directors and executive officers and other officers who report directly to the Chief
Executive Officer or President are subject to share ownership guidelines.
Directors are required to own Logitech shares with a market value equal to 3 times the annual Board retainer
under guidelines adopted by the Board in June 2006 and revised in June 2013. Directors are required to achieve
this ownership within five years of joining the Board, or, in the case of directors serving at the time the guidelines
were originally adopted, within five years of the effective date of adoption of the guidelines. The guidelines will be
adjusted to reflect any capital adjustments, and will be re-evaluated by the Board from time to time. As of July 31,
2014, each director had either satisfied these ownership guidelines or had time remaining to do so.
The Compensation Committee adopted share ownership guidelines for executive officers and other officers
who report directly to the Chief Executive Officer or President effective September 2008 and revised in September
2013. These guidelines now apply to executive officers and other officers who report directly to the Chief Executive
Officer. These guidelines require:
• the Chief Executive Officer to hold a number of Logitech shares with a market value equal to 5 times
his annual base salary;
• the Chief Financial Officer to hold a number of Logitech shares with a market value equal to 3 time his
annual base salary;
ENglISH
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