Logitech 2014 Annual Report Download - page 120

The purpose of the Change of Control Agreements is to support retention in the event of a prospective change
of control. Should a change of control occur, benefits will be paid after a “double trigger” event – meaning that
there has been both a change of control, and the executive is terminated without cause or resigns for good reason
within 12 months thereafter – as described in “Potential Payments Upon Termination or Change in Control”. The
RSU and PSU award agreements for executive officers other than Guerrino De Luca provide for the acceleration
of vesting of the RSUs and PSUs subject to the award agreements under the same circumstances and conditions
as under the Change of Control Agreements; namely, if the named executive officer is subject to an involuntary
termination within 12 months after a change of control because his or her employment is terminated without cause
or the executive resigns for good reason (a “double trigger”). In the event of such an involuntary termination:
• All shares subject to the RSUs will vest.
• 100% of the shares subject to the PSUs will vest if the change of control occurred within 1 year after the
grant date of the PSUs. If the change of control occurs more than 1 year after the grant date of the PSUs,
the number of shares subject to the PSU that will vest will be determined by applying the performance
criteria under the PSUs as if the performance period had ended on the date of the change of control.
To determine the level of benefits to be provided under each change of control agreement and other
agreements, the Committee considered the circumstances of each type of severance, the impact on shareholders,
and market practices.
Logitech does not provide any payments to reimburse its executive officers for additional taxes incurred
(also known as “gross-ups”) in connection with a change of control. These Agreements are being reviewed by
the Compensation Committee with respect to complying with the Ordinance Against Excessive Compensation in
connection with the Minder initiative under Swiss law.
Under Mr. Pilette’s employment agreement, if his employment is involuntarily terminated without cause or
he resigns for good reason, other than after a change of control, he is entitled to his base salary and target bonus
for one year and accelerated vesting of a portion of his new hire RSU grant of 175,000 shares (as of September 15,
2014, 116,666 shares from this grant remain unvested), and, if he is terminated within his first year of employment,
accelerated vesting of his entire restricted stock unit grant for 195,000 shares (as of September 15, 2014, this
grant was completely vested). The terms in Mr. Pilette’s agreement are intended to provide consideration for his
service to Logitech and the potential length of time until subsequent employment is secured if he is involuntarily
terminated without cause or resigns for good reason. The Compensation Committee believes that the terms of
Mr. Pilette’s severance are consistent with those of chief financial officers in our compensation peer group as well
as the overall technology industry.
Perquisites
Logitech’s executive officer benefit programs are substantially the same as for all other eligible employees.
Other Benefits
Logitech’s executive officers are eligible to receive the same benefits as all similarly-situated employees,
including the following:
• Company contributions to retirement programs are based on the location of employing company, such as
the Logitech Inc. 401(k) in the United States and the Logitech Employee Pension Fund in Switzerland.
• Health, welfare, and life insurance benefits.
• Opportunity for participation in the Logitech Employee Share Purchase Plans.
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