Logitech 2003 Annual Report Download - page 185

CG-10
Change of Control Provisions
Swiss law requires that any shareholder who acquires more than 33 1/3 percent of the voting rights of a listed
company is required to make an offer to acquire all listed securities of the company that are listed for trading on the
Swiss Exchange. Logitech has not waived or otherwise changed these rules.
Our executive officers generally have Change of Control Severance Agreements with Logitech. Under the terms
of these agreements, if the executive officer’s employment is involuntarily terminated or the employee is demoted
within twelve months (eighteen months for one individual) after a change in control of Logitech, the executive would
receive his or her base salary, annual and quarterly bonuses, and payment of health benefits for up to a year following
the termination, as well as 100% vesting of all unvested stock options. In the case of a demotion, the executive
officer would be required to remain employed for a period of time (generally 12 months) in order to receive these
benefits.
Auditors
PricewaterhouseCoopers S.A.(PwC) assumed the existing auditing mandate for Logitech in 1988. Each year at
the Genera1 Assembly, the shareholders approve the renewal of the auditors for a one-year term. PwC was
reappointed as the worldwide auditors of the Company in June 2002. Since fiscal year 2000, the responsible principal
auditor has been Michael Foley.
In addition to the audit services they provide with respect to our annual audited consolidated financial
statements and other filings with the Securities and Exchange Commission, PwC has provided non-audit services to
us in the past and may provide them in the future. Non-audit services are services other than those provided in
connection with an audit or a review of the financial statements of the Company. The Company’s audit committee
pre-approves all audit and non-audit services provided by our audit firm. This pre-approval must occur before the
auditor is engaged. Audit services can be approved no more than six months in advance of the services being
performed. Services that last longer than a year must be reapproved by the audit committee.
Our audit committee can delegate the pre-approval ability to a single independent member of the audit
committee. The delegate must communicate all services approved at the next scheduled audit committee meeting.
The audit committee or its delegate can pre-approve types of services to be performed by the auditors with a set dollar
limit per the type of service. The Chief Financial Officer is responsible for ensuring that the work performed is
within the scope and dollar limit as approved by the audit committee. Management must report to the audit
committee the status of each project or service provided by the auditors.
During fiscal year 2003, PwC performed the following non-audit services that were approved by the audit
committee: Tax planning and compliance advice, advising on potential acquisitions and other transactions, reviewing
the application of generally accepted accounting principles, consultations regarding implementation of various
provisions of the Sarbanes-Oxley Act and providing statutory audit services in foreign jurisdictions.
The following table presents the aggregate fees for professional audit services and other services rendered by
PricewaterhouseCoopers to Logitech in fiscal years 2003 and 2002.
2003 2002
615,600$ 530,000$
1,700 51,000
452,000 585,000
57,000 637,000
1,126,300$ 1,803,000$ Total...................................................................................
Audit fees (1).....................................................................
Audit-related fees...............................................................
Tax fees..............................................................................
All Other Fees (2)..............................................................
(1) Audit fees represent those fees incurred for the indicated fiscal year, regardless of when they were paid. Audit
fees include both group and statutory audit fees.
(2) Included within “All Other Fees” in 2003 are services provided implementing the various provisions of the
Sarbanes-Oxley Act, and in 2002 are services provided in connection with the due diligence, audit and SEC
filings of the Labtec acquisition, the issuance of our convertible bonds, and the due diligence, audit, resolution of
tax and accounting issues for the 3Dconnexion acquisition.