Logitech 2012 Annual Report Download - page 91

Summary of the Plan
Administration of the Plan. The Board of Directors or the Compensation Committee, which is made up
entirely of independent directors (collectively referred to herein as the administrator), administers the Plan. The
administrator selects the employees, consultants and directors who will receive awards, determines the number of
shares covered by the awards, and, subject to the terms and limitations in the Plan, establishes the terms, conditions
and other provisions of each award agreement. The administrator may interpret the Plan and establish, amend and
rescind any rules relating to the Plan. The administrator may delegate to a committee of one or more officers of the
Company the ability to grant awards, to the extent permitted by the Company’s corporate governing documents.
The administrator also may adopt sub-plans and corresponding rules, procedures and forms of award agreement for
the purposes of granting awards to participants outside the U.S. and complying with non-U.S. laws.
Share Reserve. The maximum number of shares that we have authorized for issuance under the Plan is
26.5 million shares.
Any award of options or SARs intended to comply with Section 162(m) of the Code is limited to an aggregate
of 6 million shares per individual in a single fiscal year, and any award of restricted shares or restricted stock units
intended to comply with Section 162(m) of the Code is limited to an aggregate of 4 million shares per individual in
a single fiscal year.
Any shares subject to an award that expires or terminates unexercised or before settlement, is not earned
in full or is forfeited, or is settled in cash will again become available for issuance under the Plan. Any dividend
equivalents credited under the Plan and paid in cash shall not be applied against the number of shares that may be
issued under the Plan.
The following shares will be counted against the maximum number of shares reserved for issuance and will
not be returned to the Plan for future issuance: (i) shares covered by an award that are surrendered in payment
of the purchase price or tax withholding of an option or settlement of an award, (ii) shares that are not issued or
delivered as a result of net settlement of an outstanding SAR or option, and (iii) shares that are repurchased on the
open market with the proceeds of the exercise of an option.
Eligibility. Only employees of the Company, a parent or a subsidiary are eligible to receive ISOs. Employees,
directors and consultants of the Company, a parent, a subsidiary or an affiliate are eligible to receive nonstatutory
options, SARs, restricted shares, and restricted stock units. As of June 30, 2012, the Company had approximately
7,600 employees, eight non-employee directors and 160 consultants eligible to receive awards under the
Plan. Consultants, however, may only be granted awards to the extent permitted by the Company’s corporate
governing documents.
Awards. Awards granted under the Plan may include any of the following:
Options. An option is the right to purchase shares of the Company at a fixed exercise price for a fixed period
of time. Each option is evidenced by an award agreement and is subject to the following terms and conditions:
Number of Options. The administrator will determine the number of shares subject to an option granted to
any participant.
Exercise Price. The administrator will determine the exercise price of options granted under the Plan at the
time the options are granted, but the exercise price generally must be at least equal to the fair market value of a share
of the Company on the date of grant. The fair market value of a share generally is determined with reference to the
closing sale price for a share of the Company on the day the option is granted on either the SIX Swiss Exchange
(for options denominated in Swiss francs) or the NASDAQ Global Select Market (for options denominated in U.S.
dollars). The fair market value on the date of grant also may be determined based on an average of trading prices in
a period before or after the date of grant. As of June 30, 2012, the closing price of a share of the Company was CHF
10.22 on the SIX Swiss Exchange and US $10.67 on the NASDAQ Global Select Market.
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