Logitech 2012 Annual Report Download - page 90

Shares Available for Awards: 26.5 million shares over the term of the Plan, subject to adjustment in the event
of certain changes in the capitalization of the Company.
If the amendments are approved by the shareholders, approximately 13.8 million
shares will be available for the grant of new awards under the Plan (based on
awards granted through June 30, 2012).
Award Types (1) Options
(2) SARs
(3) Restricted Shares
(4) Restricted Stock Units
Award Terms: Options and SARs will have a term of no longer than ten years.
ISO Limits: No more than the maximum number of shares reserved for issuance may be
granted as ISOs under the Plan.
162(m) Share Limits: Section 162(m) of the Code requires, among other things, that the maximum
number of shares awarded to an individual must be approved by the shareholders
in order for the awards granted under the Plan to be eligible for treatment as
performance-based compensation that will not be subject to the US $1 million
limitation on tax deductibility for compensation paid to certain specified
executive officers.
Accordingly, the Plan limits individual awards as follows:
(1) no award of options or SARs covering more than 6 million of the Company’s
shares may be granted to an individual employee in any fiscal year; and
(2) no award of Restricted Shares or Restricted Stock Units covering more than
4 million of the Company’s shares may be granted to an individual employee
in any fiscal year.
Vesting: Determined by the administrator within the limits set forth in the Plan.
Not Permitted: (1) Granting options or SARs at a price below fair market value of the Company’s
shares on the date of grant.
(2) Unless approved by the shareholders, repricing or reducing the exercise
price of an underwater option or SAR, or exchanging underwater options
or SARs for (i) a new option or SAR with a lower exercise price, (ii) a cash
payment or (iii) any other award.
(3) Adding shares back to the number of shares available for issuance when
(i) shares covered by an award are surrendered in payment of the purchase
price or tax withholding of an option or settlement of an award, (ii) shares
are not issued or delivered as a result of net settlement of an outstanding
SAR or option, and (iii) shares are repurchased on the open market with the
proceeds of the exercise of an option.
80