Logitech 2015 Annual Report Download - page 107

Compensation Report for Fiscal Year 2015
97 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
Tables of Potential Payments Upon Termination or
Change in Control
The table below estimates the amount of compensation
that would be paid in the event of an involuntary termination
of a listed executive officer without cause after a change
in control, assuming that each of the terminations was
effective as of March 31, 2015, subject to the terms of the
change of control agreement and the terms of the PSO,
PSU and RSU award agreements with each of the listed
executive officers.
For Mr. Darrell and Mr. Pilette, the additional table below
estimates the amount of compensation that would have
been paid in the event of an involuntary termination
without cause, assuming that the termination was
effective as of March 31, 2015, subject to the terms of
the agreements with them. As of March 31, 2015, no
compensation amounts were payable to any named
executive officer in the event of a mutual agreement
to terminate employment, whether upon retirement
or otherwise.
The price used for determining the value of accelerated
equity in the tables below was the closing price of
Logitech’s shares on the Nasdaq Global Select Market
on March 31, 2015, the last business day of the fiscal
year, of $13.15.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION
AFTER CHANGE IN CONTROL
Name
Base
Salary
($)(1) Bonus(2)
Other
Benefits(3)
Value of
Accelerated
Equity
Awards(4)
280G
cut-back(5) Total
Guerrino De Luca 500,000 565,000 13,343 2,432,750 — 3,511,093
Bracken Darrell(6) 825,000 1,165,313 31,647 9,008,913 — 11,030,873
Vincent Pilette 500,000 400,000 27,514 2,983,419 — 3,910,933
Marcel Stolk 538,325 521,099 8,085 2,511,650 N/A 3,579,159
L. Joseph Sullivan 427,500 362,306 22,538 1,775,250 (125,427) 2,462,167
(1) Represents fiscal year 2015 annual base salary in effect on March 31, 2015. Mr. Pilette’s agreement
calls for 18 months of compensation continuation if his employment is terminated following a change
of control during the first two years of his employment. Thereafter, Mr. Pilette is eligible for 12 months
of compensation continuation. Mr. Stolk’s salary amount was converted using the exchange rate of
1 CHF to 1.0283 USD as of March 31, 2015.
(2) Represents the amount of bonuses paid for fiscal year 2015 except for Mr. Pilette. Mr. Pilette’s agreement provides
for bonus based on annual target bonus. Mr. Stolk’s bonus amount was converted using the exchange rate of 1
CHF to 1.0283 USD as of March 31, 2015.
(3) Represents the estimated cost of medical and other health insurance premiums (COBRA) for one year after
termination (18 months for Mr. Pilette) and $5,000 in outplacement services ($15,000 for Mr. Pilette).
(4) Represents, as of March 31, 2015, the aggregate intrinsic value (market value less exercise price) of unvested
options and the aggregate market value of shares underlying all unvested RSUs and PSUs, in each case held by
the named executive officer as of March 31, 2015 that are subject to acceleration according to a change of control
agreement or the terms of an equity award agreement. For the PSUs granted April 15, 2013, as of March 31, 2015
the performance condition were at a level which would have produced a payout percentage of 150%, therefore,
150% of such value was attributed to the shares subject to such PSUs.