Logitech 2014 Annual Report Download - page 136

In each case, Mr. Darrell would also be entitled to have Logitech pay the premiums to continue his group
health insurance coverage under COBRA during the applicable severance period, subject to any maximum length
of coverage limits under applicable law or until he becomes eligible for benefits from a subsequent employer.
“Cause” in Mr. Darrell’s offer letter is defined as: (i) theft, dishonesty, misconduct or falsification of any
employment or Logitech records; (ii) improper disclosure of Logitech’s confidential or proprietary information;
(iii) failure or inability to perform any assigned duties after written notice from Logitech of, and a reasonable
opportunity to cure, such failure or inability; (iv) conviction (including any plea of guilty or no contest) of a felony,
or of any other criminal act if that act impairs his ability to perform his duties; or (v) failure to cooperate in good
faith with a governmental or internal investigation of Logitech or its directors, officers or employees, if Logitech
has requested his cooperation. “Good reason” in Mr. Darrell’s offer letter is defined as: (i) a material reduction of
his authority, duties or responsibilities, or (ii) if, by January 31, 2013, he is not reporting directly to the Logitech
International Board of Directors as Chief Executive Officer. Mr. Darrell became Chief Executive Officer, reporting
directly to the Board, on January 1, 2013.
If any amounts become payable to Mr. Darrell under his change of control agreement, or any successor
agreement, the aggregate amount of any amounts payable to Mr. Darrell under his offer letter will be reduced to the
extent necessary so as to prevent the duplication of severance payments to him.
If amounts payable to Mr. Darrell under any arrangement or agreement with Logitech are payable as a result
of a change of ownership or control of Logitech and exceed the amount allowed under section 280G of the Code,
and would be subject to the excise tax imposed by section 4999 of the Code, then, prior to the making of any
Payments to Mr. Darrell, a “best-of” calculation will be made comparing (1) the total benefit to Mr. Darrell from
the Payments after payment of the excise tax, to (2) the total benefit to Mr. Darrell if the Payments are reduced to
the extent necessary to avoid being subject to the excise tax, and Mr. Darrell will be entitled to the Payments under
the more favorable outcome.
Vincent Pilette Offer Letter
We entered into an offer letter with Vincent Pilette dated August 26, 2013. Under his offer letter, in the event
he is terminated within the first two years after his employment start date without “cause” or resigns for good
reason, other than after a change of control, he is entitled to receive severance benefits as follows:
• An amount equal to 100% of his then-current annual base salary, less applicable withholdings; plus
• An amount equal to 100% of his then-current annual targeted bonus amount, less applicable
withholdings; plus
• One-third of his initial RSU grant for 175,000 units will accelerate and vest (as of September 15, 2014,
116,666 shares from this grant remain unvested); plus
• If the separation of service had occurred within the first year of service (note that, as of September 3,
2014, the one-year anniversary, Mr. Pilette is no longer entitled to these benefits), 100% of his initial
RSU grant for 195,000 units would have accelerated and vested (as of September 15, 2014, this grant was
completely vested); plus
• Executive-level outplacement services, in the amount of up to $15,000.
In each case, Mr. Pilette would also be entitled to have Logitech pay the premiums to continue his group
health insurance coverage under COBRA for a period up to 12 months or until he becomes eligible for benefits
from a subsequent employer.
“Cause” in Mr. Pilette’s offer letter is defined as: (i) willful dishonesty or fraud with respect to the business
affairs of Logitech; (ii) intentional falsification of any employment or Logitech records, (iii) conviction (including
any plea of guilty or no contest) of a felony which the Board of Directors of Logitech International reasonably
believes materially impairs his ability to perform his duties for Logitech or adversely affects Logitech’s reputation
or standing in the community, (iv) a willful act by him which constitutes misconduct (including, but not limited to,
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