Logitech 2012 Annual Report Download - page 93

units. No condition that is subject to performance goals may be based on performance over a period of less than
one year. The award agreement may provide for forfeiture or cancellation of the restricted stock units, in whole or
in part, in the event of termination of the participant’s service.
162(m) Performance Criteria. Performance-based awards may, but need not, be based on performance criteria
that satisfy Section 162(m) of the Code. To the extent that awards are intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, the performance criteria will be based on the share price appreciation
(in the case of options and SARs) or on one or more of the following criteria (in the case of restricted shares and
restricted stock units): brand recognition/acceptance, cash flow, cash flow return on investment, contribution to
profitability, cost control, cost positions, cost of capital, customer satisfaction, development of products, earnings
before interest, taxes and amortization; earnings per share, economic profit, economic value added, free cash flow,
income or net income, income before income taxes, market segment share, new product innovation, operating
income or net operating income, operating margin or profit margin, operating profit or net operating profit, process
excellence, product cost reduction, product mix, product release schedules, product ship targets, quality, return on
assets or net assets, return on capital, return on capital employed, return on equity, return on invested capital, return
on operating revenue, return on sales, revenue, sales, share price performance, strategic alliances, total shareholder
return, and working capital. The performance goals may differ from participant to participant and from award to
award and may be used in any combination. Any performance goals may be applied to the Company as a whole,
or to a business unit or a subsidiary, either individually or in any combination, and measured either annually or
cumulatively over a period of years. Performance goals may be measured, as applicable, in absolute terms or in
relative terms (including against prior years’ results and/or against a comparison group).
Nontransferability of Awards. Unless otherwise determined by the administrator, awards granted under the
Plan are not transferable other than by will, by beneficiary designation (if such a designation is permitted by the
administrator) or by the laws of descent and distribution, and may be exercised during the participant’s lifetime
only by the participant. If the administrator makes an award transferable, the award shall contain such additional
terms and conditions as the administrator deems appropriate.
Adjustments upon Change in Capitalization. In the event that the shares of the Company or other securities
change by reason of a stock dividend, stock split, combination or reclassification of shares, extraordinary dividend
of cash or assets, recapitalization, reorganization or any similar event affecting the shares of the Company or other
securities, the administrator will make adjustments to the number and kind of the shares of the Company or other
securities subject to the Plan, including the maximum number of shares that may be issued pursuant to the exercise
of an ISO and the annual limits on the number of shares that may be granted with respect to an ISO award, or
subject to awards previously granted, and the exercise or settlement price of awards previously granted, in order to
reflect the change and to preclude a dilution or enlargement of benefits under an award.
Adjustments upon Dissolution or Liquidation. Effective upon the consummation of the Company’s
liquidation or dissolution, any unexercised award generally will terminate. The administrator may, in its discretion,
provide that a participant will have the right to exercise all or any part of an award, including shares as to which an
award would not otherwise be exercisable, prior to the consummation of such proposed action.
Adjustments upon Merger or Change in Control. In the event the Company is a party to a merger,
consolidation or reorganization, or the sale of substantially all of its assets, then each outstanding award will be
subject to the applicable award agreement, which must provide for one or more of the following: the continuation,
assumption, or substitution of outstanding awards; full exercisability or vesting of outstanding awards (which may
be contingent on the closing of the transaction); or the cancellation of outstanding awards and the payment to the
holder in cash or shares of an amount equal to the per share amount that shareholders of the Company are entitled
to receive or realize in connection with the applicable transaction with respect to the number of shares subject to
the applicable award (which payment may be made subject to continued vesting).
Amendment and Termination of the Plan. The Plan will continue in effect until the Board of Directors
terminates it. In addition, the Board of Directors has the authority to amend, alter, suspend or terminate the Plan, but
no amendment, alteration, suspension or termination may impair the rights of any participant under an outstanding
award, unless agreed otherwise between the participant and the administrator.
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