Logitech 2015 Annual Report Download - page 103

Compensation Report for Fiscal Year 2015
93 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
These agreements are described in more detail in the
subsections below.
Other than the agreements above, there are no
agreements or arrangements for the payment of
severance to a named executive officer in the event of
his involuntary termination with or without cause.
In fiscal year 2014, Mr. De Luca was awarded an RSU
grant of 250,000 shares in recognition of his service
as Logitech’s acting Chief Executive Officer from July
2011 through January 2013. Given that the award was
based on past service, if Mr. De Luca’s service with the
Company terminates by reason of death or disability or
if Mr. De Luca ceases to be Chairman of the Board at
the request or upon action of the Board or by action of
the Company’s shareholders or is not re-elected to the
Board, all then unvested RSUs under the award will
vest immediately.
There are no agreements providing for payment of any
consideration to any non-executive member of the Board
of Directors upon termination of his or her services with
the Company.
Change of Control Severance Agreements
Each of our executive officers has executed a change of
control severance agreement with Logitech. The change
of control agreements with Mr. De Luca and Mr. Pilette are
slightly different than those of the other executive officers.
The purpose of the change of control agreements is to
support retention in the event of a prospective change
of control. To comply with the Minder Ordinance by the
end of calendar year 2015, we will be terminating such
arrangements for executive officers that are members or
our Group Management Team.
Under the change of control agreement, each executive
officer is eligible to receive the following benefits,
should the executive officer be 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:
• The continuation of the executive’s “current
compensation” for 12 months (except in the case of
Mr. Pilette, which is 18 months if he is terminated
or resigns for good reason in the first two years of
his employment);
• Continuation of health insurance benefits for up to
12 months;
• Acceleration of vesting for all stock options held by
the executive;
• Acceleration of other employee equity incentives held
by the executive if provided for under the terms of the
grant agreement for the equity incentive; and
• Executive-level outplacement services of a value of up
to $5,000.
The term “current compensation” includes:
• The greater of (i) the executive’s annual base salary in
effect immediately prior to the executive’s termination
and (ii) the executive’s annual base salary in effect on
the date of the Change of Control Agreement; plus
• The amount of the executive’s annual bonuses for the
fiscal year preceding the fiscal year in which severance
benefits become payable to the executive.
The change of control agreement defines the term
“change of control” to mean:
• A merger or consolidation of Logitech with another
corporation resulting in a greater than 50% change
in the total voting power of Logitech or the surviving
company immediately following the transaction;
• The complete liquidation of Logitech;
• The sale or other disposition of all or substantially all of
Logitech’s assets; or
• The acquisition by any person of securities of Logitech
representing 50% or more of the total voting power of
Logitech’s outstanding shares.