Logitech 2004 Annual Report Download - page 36

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Incorporation do not remove this requirement. The Articles do not increase the participation threshold above
which an offer must be made. Consequently, any person having acquired more than a third of the Company’s
voting rights will be required to make an offer for all outstanding shares of the Company.
7.2 Change of Control Provisions
Logitech’s 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 they
are demoted within 12 months (18 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.
There are no agreements providing for payment of any consideration to any non-executive Director upon
termination of his services with the Company.
8. Auditors
8.1 Duration of Mandate and Term of Office of the Lead Auditor
Under the Company’s Articles of Incorporation, the shareholders appoint the Company’s independent
auditors each year at the Annual General Meeting. Re-appointment is permitted.
The Company’s Independent Auditors are currently PricewaterhouseCoopers S.A., or PwC, Lausanne
branch, 45, Avenue C.F. Ramuz, P.O. Box 1172, CH-1001, Lausanne, Switzerland. PwC assumed its first audit
mandate for Logitech in 1988. They were reappointed as the Company’s statutory and group auditors in June
2003. Since fiscal year 2000, the responsible principal audit partner has been Michael Foley.
8.2/3 Audit Fees
In addition to the audit services PwC provides with respect to Logitech’s annual audited consolidated
financial statements and other filings with the Securities and Exchange Commission, PwC has provided non-
audit services to Logitech 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.
During fiscal year 2004, 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 expatriate tax services.
The following table presents the aggregate fees for professional audit services and other services rendered
by PwC to Logitech in fiscal years 2004 and 2003 (in thousands):
2004 2003
Audit fees (1) ............................................... $ 730 $ 616
Audit-related fees (2) ........................................ 194 42
Tax fees (3) ................................................ 291 452
All other fees (4) ............................................ 46 17
Total ................................................. $1,261 $1,127
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