Logitech 2011 Annual Report Download - page 132

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The change of control agreement with Mr. De Luca is the same as for the other executive officers, except that only
those stock options granted by the Company to him before January 28, 2008, while he was serving as CEO, are subject
to acceleration under the agreement. Options granted to him after January 28, 2008 are not subject to acceleration.
PSU and RSU Award Agreements
The PSU and RSU award agreements for named executive officers other than Guerrino De Luca provide for
the acceleration of vesting of the RSUs and PSUs subject to the award agreements under the same circumstances
and conditions as under the change of control agreements; namely, if the named executive officer is 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. In the event of such an involuntary termination:
• All shares subject to the RSUs will vest.
• 100% of the shares subject to the PSUs will vest if the change of control occurred within one year after
the grant date of the PSUs. If the change of control occurred more than one year after the grant date
of the PSUs, the number of shares subject to the PSU that will vest will be determined by applying the
performance criteria under the PSUs as if the performance period had ended on the date of the change
of control.
Gerald Quindlen Employment Agreement
Mr. Quindlen was subject to an employment agreement effective December 3, 2008. Under his employment
agreement, in the event he was terminated without “cause” other than after a change of control he was entitled to:
• an amount equal to his current annual base salary;
• his current annual targeted bonus amount; plus
• the payment of health insurance benefits for up to 12 months.
Logitech expects to make these payments in connection with Mr. Quindlen’s departure from the Company
effective July 27, 2011.
“Cause” in Mr. Quindlen’s employment agreement was defined as (i) theft, dishonesty, misconduct or
falsification of any employment or Company records; (ii) improper disclosure of the Company’s confidential or
proprietary information; (iii) any action which has a material detrimental effect on the Company’s reputation
or business; (iv) failure or inability to perform any assigned duties after written notice from the Company, and
a reasonable opportunity to cure such failure or inability; (v) the conviction (including any plea of guilty or no
contest) of a felony, or of any other criminal act if that act impairs the ability to perform duties or (vi) the failure to
cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or
employees, if the Company has requested cooperation.
If any amounts became payable to Mr. Quindlen under his change of control agreement, or any successor
agreement, the aggregate amount of any amounts payable to Mr. Quindlen under his employment agreement would
have been reduced to the extent necessary so as to prevent the duplication of severance payments to him.
Werner Heid Offer Letter
We entered into an offer letter with Werner Heid dated December 24, 2008. Under his offer letter, in the event
he is terminated without “cause” other than after a change of control he is entitled to:
• an amount equal to 75% of his current annual base salary; plus
• an amount equal to 75% of his current annual targeted bonus amount.
“Cause” in Mr. Heid’s offer letter is defined substantially the same as in Mr. Quindlen’s employment
agreement, described above. If any amounts become payable to Mr. Heid under his change of control agreement, or
any successor agreement, the aggregate amount of any amounts payable to Mr. Heid under his offer letter will be
reduced to the extent necessary so as to prevent the duplication of severance payments to him.