Logitech 2006 Annual Report Download - page 39

shares or ADSs on the date of grant; restricted shares and stock appreciation rights may be granted at prices less
than 100% of the fair market value of the registered shares on the date of grant; no cash consideration is required
to be paid by employees in connection with the grant of stock units. As of March 31, 2006, Logitech had made
no grants of restricted shares, stock appreciation rights or stock units.
Under the 1988 Stock Option Plan, options to purchase registered shares were granted to employees and
consultants at exercise prices ranging from zero to amounts in excess of the fair market value of the registered
shares on the date of grant. The terms and conditions with respect to options granted were determined by the
Board of Directors who administered this plan. Options generally vest over four years and remain outstanding for
periods not exceeding ten years. Further grants may not be made under this plan.
As of March 31, 2006, there were a total of 10,803,972 registered shares subject to outstanding options
granted under all plans. Each option entitles the holder to purchase one share of Logitech International S.A.
(including shares represented by ADSs) at the strike price. Of these options, 5,254,909 were exercisable, with the
balance subject to continued vesting over time. The exercise prices of the currently outstanding options range
from $2.00 to $47.99. Logitech shareholders do not have preferential rights to subscribe to employee options.
Refer to section 5.6 and note 9 to the Consolidated Financial Statements for more information on the
Company’s outstanding stock options.
Under the 1996 Employee Share Purchase Plan, eligible employees may purchase registered shares with up
to 10% of their earnings at the lower of 85% of the fair market value at the beginning or the end of each
six-month offering period. There are two offering periods, each consists of a six-month period during which
payroll deductions of employee participants are accumulated under the share purchase plan. Subject to continued
participation in these plans, purchase agreements are automatically exercised at the end of each offering period.
3. The Board of Directors
The Board of Directors is elected by the shareholders and holds the ultimate decision-making authority of
the Company, except for those matters reserved by law or by the Company’s Articles of Incorporation to its
shareholders or for those that are delegated to the Executive Officers under the Organizational Regulations. The
Board makes resolutions through a majority vote of the members present at the meetings. In the event of a tie, the
vote of the Chairman decides.
The Company’s Articles of Incorporation set the minimum number of directors at three. The Company had
eight Directors as of May 1, 2006. One of the Company’s current directors, Kee-Lock Chua, is being presented
for re-election to the Board of Directors at the Company’s Annual General Meeting in June 2006 as his term
expires at that meeting. In addition, another current director, Frank Gill, has informed the Company of his
intention to retire from the Board prior to the end of his term, which otherwise expires at the 2008 Annual
General Meeting. Erh-Hsun Chang is being presented for election to the Board of Directors at the Annual
General Meeting in June 2006.
3.1 Members of the Board
Gary F. Bengier, U.S. national, has been a non-executive Director of the Company since June 2002 and will
become Lead Independent Director upon Frank Gill’s retirement from the Board of Directors after the
Company’s June 2006 Annual General Meeting. In addition to serving on Logitech’s board, Mr. Bengier also
serves on the Board of Trustees of the Santa Fe Institute, a U.S. private, non-profit, multidisciplinary research
and education center. He also serves as Chair of the Bengier Foundation, a private charitable foundation.
Previously, Mr. Bengier served as Senior Vice President, Strategic Planning and Development of eBay Inc., a
U.S. based on-line marketplace, from January 2001 until November 2001, and prior to that, as eBay’s Vice
President and Chief Financial Officer from November 1997 to January 2001. From February 1997 to October
1997, Mr. Bengier was Vice President and Chief Financial Officer of Vxtreme, Inc., a U.S. developer of Internet
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