Logitech 2013 Annual Report Download - page 85

Potential Payments Upon Involuntary Termination
Name Base Salary Bonus Equity Tot al
Bracken Darrell (if terminating between April 2012 - April 2013) . . . . $ 1,500,0001$ 1,500,0002$ 174,250
7$3,174,250
Bracken Darrell (if terminating between April 2013 - April 2014) . . . . $ 1,125,0003$1,125,0004n/a $ 2,250,000
Bracken Darrell (if terminating between April 2014 - April 2015). . . . . $ 750,0005$ 750,0006n/a $ 1,500,000
(1) Represents 200% of Mr. Darrell’s fiscal year 2013 annual base salary in effect on March 31, 2013.
(2) Represents 200% of Mr. Darrell’s fiscal year 2013 target bonus in effect on March 31, 2013.
(3) Represents 150% of Mr. Darrell’s fiscal year 2013 annual base salary in effect on March 31, 2013.
(4) Represents 150% of Mr. Darrell’s fiscal year 2013 target bonus in effect on March 31, 2013.
(5) Represents 100% of Mr. Darrell’s fiscal year 2013 annual base salary in effect on March 31, 2013.
(6) Represents 100% of Mr. Darrell’s fiscal year 2013 target bonus in effect on March 31, 2013.
(7) Represents value of 25% vesting of Mr. Darrell’s 100,000 RSU new hire grant and 25% vesting of his
500,000 new hires stock option grant of fiscal year 2013 target bonus using Logitech’s stock price in effect on
March 28, 2013.
Note: Mr. Heid terminated his employment with the Company on May 15, 2012 and received an amount equal
to 75% of his then-current annual base salary plus 75% of his then-current annual targeted bonus amount,
which together totaled $748,125, and was entitled to receive health insurance benefits for up to nine months.
COMPENSATION OF DIRECTORS
The compensation of the members of the Board of Directors that are not Logitech employees is established
by the Committee for Board Compensation, which consisted of Guerrino De Luca, our Chairman. The general
policy is that compensation for non-employee directors should be a mix of cash and equity-based compensation. To
assist the committee in its annual review of director compensation, Logitech’s compensation department provides
director pay practices and compensation data compiled from the annual reports and proxy statements of companies
within the NASDAQ 100 and technology companies generally considered comparable to Logitech.
Cash compensation of non-employee directors consists solely of annual retainers based on Board and
committee service. Non-employee directors also receive an annual RSU grant based on a fixed market value. These
grants vest on the one-year anniversary of Board service.
Directors who are Logitech employees do not receive any compensation for their service on the Board of
Directors. Non-employee director compensation currently consists of the following elements:
Tota l (CHF ) Tot al ($)(1)
Annual cash retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 63,000
An additional annual cash retainer for the lead independent director. . . . . . . . . . . . . . . 20,000 21,000
Annual retainer for the Audit Committee chair. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,000 42,000
Annual retainer for the Compensation Committee chair. . . . . . . . . . . . . . . . . . . . . . . . . 30,000 31,500
Annual retainer for non-chair Audit Committee members. . . . . . . . . . . . . . . . . . . . . . . . 15,000 15,750
Annual retainer for non-chair Compensation Committee members. . . . . . . . . . . . . . . . 10,000 10,500
Annual retainer for Nominating Committee members. . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000 3,150
Annual RSU grant ...................................................... 120,000 126,000
Compensation for the number of travel days spent traveling to attend Board and
committee meetings, per day rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,500 2,625
Reimbursement of reasonable expenses for non-local travel (business class)
(1) CHF amount was converted using the exchange rate of 1 Swiss Franc to 1.05 U.S. Dollar as of March 31, 2013.
PROX Y STATEMENT
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