Logitech 2015 Annual Report Download - page 108

Compensation Report for Fiscal Year 2015
– Proxy Statement | 98
2015 Annual General Meeting Invitation, Proxy Statement
(5) Under the Change of Control agreements for the executive officers listed above other than Mr. Darrell and Mr. Stolk,
there is a “280G cut-back” so that, in effect, the maximum value of the cash payments plus accelerated equity
awards to which an executive is entitled under the agreement is just under 3 times the average annual taxable
compensation paid by Logitech to the executive in the prior five taxable years, calculated in accordance with the
U.S. Tax Code.
(6) For Mr. Darrell, if amounts payable 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.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION
Name
Base
Salary Bonus
Other
Benefits(5) Equity Total
Bracken Darrell
(if terminating after
April 9, 2014) $825,0001$1,031,2502$26,647 N/A $1,882,897
Vincent Pilettte
(if terminating prior to
September 3, 2015) $500,0003$400,0004$23,343 $767,0796$1,690,422
(1) Represents 100% of Mr. Darrell’s fiscal year 2015 annual base salary in effect on March 31, 2015.
(2) Represents 100% of Mr. Darrell’s fiscal year 2015 target bonus in effect on March 31, 2015.
(3) Represents 100% of Mr. Pilette’s fiscal year 2015 annual base salary in effect on March 31, 2015.
(4) Represents 100% of Mr. Pilette’s fiscal year 2015 target bonus in effect on March 31, 2015.
(5) Represents the estimated cost of medical and other health insurance premiums (COBRA) for one year after
termination and $15,000 in outplacement services for Mr. Pilette.
(6) Represents the value of 33% vesting of Mr. Pilette’s initial restricted stock unit grant for 175,000 shares based on
Logitech’s stock price in effect on March 31, 2015.