Logitech 2015 Annual Report Download - page 105

Compensation Report for Fiscal Year 2015
95 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
- an amount equal to 150% of his then-current
annual base salary, less applicable withholdings;
plus
- an amount equal to 150% of his then-
current annual targeted bonus amount, less
applicable withholdings.
• If the termination occurs more than two years after his
employment start date, he is entitled to:
- 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.
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