Logitech 2013 Annual Report Download - page 17

Stock Purchase Plan Share Reservation
Maximum shares available under the ESPPs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.0 million
Estimated shares purchased from 1996 through September 2013(1) . . . . . . . . . . . . . . . . . . . . . . . . . . (19.8 million)
Estimated shares available under the ESPPs as of September 2013 . . . . . . . . . . . . . . . . . . . . . . . . . 1.2 million
New shares if increase Proposal is approved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.0 million
Estimated shares available for purchase under the ESPPs as of September 2013 if
increase Proposal is approved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2 million
(1) Based on shares purchased as of January 31, 2013 and an estimate of the number of shares to be purchased on
July 31, 2013 given the price per share of $7.05 on June 30, 2013, the price per share of $6.82 on February 1, 2013
(the first day of the offering period) and the enrollment elections as of June 20, 2013.
Shareholders last approved an increase to the available shares under the ESPPs at the 2011 Annual General
Meeting, when the available shares were increased by 5,000,000 shares. The Board is not proposing an increase to
the Company’s conditional capital for Logitech’s employee equity incentive plans. Since 2000, Logitech has used
shares held in treasury from its share repurchase programs to cover its delivery obligations under employee equity
incentive grants, including grants made under the ESPPs.
Background on Share Purchase Plans at Logitech
The 1996 Plan was adopted by the Board of Directors on April 24, 1996 as a worldwide Employee Share
Purchase Plan. The 1996 Plan was split into one plan for employees based in the United States and another plan for
employees based outside of the United States by action of the Board of Directors on June 15, 2006.
Under the current terms of the ESPPs, employees may purchase shares twice a year at the end of each six-
month offering period. The purchase price 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. Employees are able to contribute up to 10% of their annual eligible compensation, up to a $25,000
limit calculated in accordance with U.S. tax rules (taking into account the application of the $25,000 limit for each
calendar year a purchase right is at any time outstanding) in the case of the 1996 Plan. The majority of companies
with which we compete for talent in the United States offer share purchase programs to their employees. Outside
of the United States, we believe our share purchase plan helps set us apart from other companies with which we
compete for talent, because we believe that share purchase plans similar to ours are not as common as they are in
the United States.
In fiscal year 2013, 2,209,867 shares (2,117,087 in fiscal year 2012 and 1,128,706 in fiscal year 2011) were
purchased from the ESPPs, resulting in an annual dilution cost of 1% (1% in fiscal year 2012 and 1% in fiscal
year 2011). Annual dilution equals shares purchased divided by the average shares outstanding in the applicable
fiscal year.
Material Changes to the ESPPs
The following summary highlights the proposed material changes to the ESPPs.
• The number of shares reserved for purchase pursuant to awards granted under the ESPPS has been
increased by eight million (8,000,000) additional shares from 21 million shares to 29 million shares.
• The ESPPs have been amended to provide the Board with the ability to alter the length of offering
periods, to implement offerings under the ESSPs through multiple purchase periods within an offering
period and to provide for overlapping offering periods.
• The Board or committee charged with administering the ESPPs has been vested with the authority to
establish the maximum percentage of eligible compensation that participants may contribute towards
the purchase of shares.
PROX Y STATEMENT
15