Logitech 2013 Annual Report Download - page 84

Tables of Potential Payments Upon Termination or Change in Control
The table below estimates the amount of compensation that would be paid in the event of an involuntary
termination of a listed named executive officer without cause after a change in control, assuming that each of the
terminations was effective as of March 31, 2013, subject to the terms of the change of control agreement and the
terms of the PSO, PSU and RSU award agreements with each of the listed named executive officers.
For Mr. Darrell, the additional table below estimates the amount of compensation that would have been
paid in the event of an involuntary termination without cause, assuming that the termination was effective as of
March 31, 2013, subject to the terms of the agreement with him. As of March 31, 2013, no compensation amounts
were payable to any named executive officer in the event of a mutual agreement to terminate employment, whether
upon retirement or otherwise.
The price used for determining the value of accelerated equity in the tables below was the closing price
of Logitech’s shares on NASDAQ on March 31, 2013, the last business day of the fiscal year, of $6.97. For those
unvested options held by Mr. De Luca that have exercise prices denominated in Swiss Francs, the U.S. Dollar
equivalent of such exercise prices as of March 31, 2013 were calculated based on a Swiss Franc to U.S. Dollar
exchange rate on March 31, 2013 of 1 to 1.05.
Potential Payments Upon Involuntary Termination After Change in Control
Name Base Salary(1) Bonus(2)
Other
Benefits(3)
Value of
Accelerated
Equity Awards(4) 280G cut-back(5) Tot al
Guerrino De Luca ....... 500,000 —12,870 — — 512,870
Bracken P. Darrell ....... 750,000 —28,580 697,000 — 1,475,580
L. Joseph Sullivan ....... 402,000 —21,434 392,063 — 815,497
Former Officers:
Erik K. Bardman. . . . . . . . 484,000 —30,088 503,583 — 1,017,671
Junien Labrousse ....... 656,250 — 5,000 226,525 — 887,775
(1) Represents fiscal year 2013 annual base salary in effect on March 31, 2013.
Mr. Labrousse’s salary amount was converted using the exchange rate of 1 CHF to 1.05 USD as of
March 31, 2013.
(2) No bonuses were earned or paid for fiscal year 2013.
(3) Represents the estimated cost of medical and other health insurance premiums (COBRA) for one year after
termination and $5,000 in outplacement services.
(4) Represents, as of March 31, 2013, the aggregate intrinsic value (market value less exercise price) of unvested
options, the aggregate market value of shares underlying all unvested RSUs, and 100% of the shares subject
to PSUs granted April 11, 2011, in each case held by the named executive officer as of March 31, 2013. The
minimum performance condition under the terms of the PSUs granted November 15, 2010 and PSOs granted
January 4, 2013 were not met as of March 31, 2013, and therefore, no value were attributed to the shares subject
to such PSUs and PSOs. Per the terms of his agreements, Mr. De Luca does not receive any acceleration of
RSU or PSU vesting.
(5) Under the Change of Control agreements for the executive officers listed above, there is a “280G cut-back”
so that, in effect, the maximum value of the cash payments plus accelerated equity awards to which an
executive is entitled under the agreement is just under 3 times the average annual taxable compensation paid
by Logitech to the executive in the prior five taxable years, calculated in accordance with the U.S. Tax Code.
The 280G cut-back in the Change of Control agreements was not applicable to any of these named executive
officers for a March 31, 2013 termination date.
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