Logitech 2011 Annual Report Download - page 131

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• PSU and RSU award agreements, that provide for the accelerated vesting of the shares subject to the
award agreements under the same circumstances as under the change of control agreements.
• An employment agreement with Gerald Quindlen under which he was entitled to severance benefits if
we terminated his employment without cause.
• An offer letter with Werner Heid, under which he is entitled to severance benefits if we terminate his
employment without cause.
These agreements are described in more detail below.
Other than the agreements above, there are no agreements or arrangements for the payment of severance to a
named executive officer in the event of his involuntary termination with or without cause.
There are no agreements providing for payment of any consideration to any non-executive member of the
Board of Directors upon termination of his or her services with the Company.
Change of Control Severance Agreements
Each of our named executive officers has executed a change of control severance agreement with Logitech.
The change of control agreements with each of Mr. Quindlen and Mr. De Luca are slightly different than those of
the other executive officers. The purpose of the change of control agreements is to support retention in the event of
a prospective change of control.
Under the change of control agreement, each executive officer is eligible to receive the following benefits,
should the executive officer be subject to an involuntary termination within 12 months after a “change of control”
because his or her employment is terminated without cause or the executive resigns for good reason:
• The continuation of the executive’s “current compensation” for 12 months;
• Continuation of health insurance benefits for up to 12 months;
• Acceleration of vesting for all stock options held by the executive;
• Acceleration of other employee equity incentives held by the executive if provided for under the terms
of the grant agreement for the equity incentive; and
• Executive – level outplacement services of a value of up to $5,000.
The term “current compensation” includes:
• The greater of (i) the executive’s annual base salary in effect immediately prior to the executive’s
termination and (ii) the executive’s annual base salary in effect on the date of the Change of Control
Agreement; plus
• The amount of the executive’s annual and quarterly bonuses for the fiscal year preceding the fiscal year
in which severance benefits become payable to the executive.
The change of control agreement defines the term “change of control” to mean:
• A merger or consolidation of Logitech with another corporation resulting in a greater than 50% change
in the total voting power of Logitech or the surviving company immediately following the transaction;
• The complete liquidation of Logitech;
• The sale or other disposition of all or substantially all of Logitech’s assets; or
• The acquisition by any person of securities of Logitech representing 50% or more of the total voting
power of Logitech’s outstanding shares.
The change of control agreement with Mr. Quindlen was the same as for the other executive officers, except
that Mr. Quindlen’s agreement provided for a tax gross-up to reimburse him for any additional taxes incurred under
Section 280G of the U.S. Tax Code in connection with a change of control.