Logitech 2011 Annual Report Download - page 75

63
ENglISH
Administration
The Board, or a committee of the Board (“Board”), administers the ESPP. The Board may interpret the ESPPs
and establish, amend and rescind any rules related to the ESPPs.
Offering periods
The ESPPs have a series of six-month offering periods, with new offering periods commencing on each
February 1 and August 1, and ending on the last trading day in the six-month periods ending on the following July
31 and January 31, respectively, or on such other date as the Board shall determine. The Board has the authority to
change the frequency and/or duration of offering periods (including the commencement dates of the offering periods).
Purchase of Shares
On the last day of each offering period, all participants purchase the number of whole shares obtained by
dividing the aggregate amount in their ESPP accounts by the purchase price for that offering period. No fractional
shares are credited or issued. The purchase price for an offering period is 85% of the “market value” of Logitech
shares on the first day of the six-month offering period or 85% of the “market value” of the shares on the last day of
the offering period if that value is lower. “Market value” is the last quoted price on the applicable date. The Board
may change the percentage of market value applied to determine the purchase price with respect to any future
offering period, but not below 85%. If the aggregate number of shares subscribed for in any offering period exceeds
the number of shares that remain available for sale under the ESPPs, the number of shares each participant may
purchase is proportionately reduced.
Transferability
Participants may not transfer their subscription or other rights under the ESPPs to any other person, except by
will or the laws of descent, and any attempted transfer will be void.
Withdrawal
During an offering period, participants may withdraw from participation in the ESPPs by giving notice to
Logitech. Upon withdrawal from participation, the balance in the participant’s ESPP account is refunded to him or
her in cash without interest, his or her right to participate in the current offering period is automatically terminated,
and no further payroll deductions for the purchase of shares will be made during the offering period.
Adjustments
The number of shares subject to the ESPPs, and the number of shares subject to, and the purchase price of,
outstanding rights to purchase shares, will be proportionately adjusted in the event of changes in the outstanding
shares of Logitech by reason of share dividends, share splits, consolidations, recapitalizations, reorganizations or
similar events.
Amendment and Termination of the ESPPs
The Board may amend or terminate the ESPPs at any time without notice, provided that no amendment may
be adopted without the approval of the shareholders where shareholder approval is required under applicable law.
Shares to be Purchased
No purchase rights have been granted, and no shares have been issued, on the basis of the 5,000,000 share
increase which is the subject of this proposal. Because benefits under the ESPPs will depend on employees’ elections
to participate and the fair market value of our shares at various future dates, it is not possible to determine the benefits
that will be received by executive officers and other employees if the share increase for the ESPPs is approved by
shareholders. Non-employee directors are not eligible to participate in the ESPPs. However, the following table