Logitech 2015 Annual Report Download - page 104

Compensation Report for Fiscal Year 2015
– Proxy Statement | 94
2015 Annual General Meeting Invitation, Proxy Statement
The change of control agreement with Mr. De Luca is
the same as for the other executive officers, except that
only those stock options granted by the Company to him
before January 28, 2008, while he was serving as Chief
Executive Officer, are subject to acceleration under the
agreement. Options granted to him after January 28,
2008 are not subject to acceleration.
The change of control agreement with Mr. Pilette is the
same as for the other executive officers, except that (i) the
continuation of the executive’s “current compensation” is
for 18 months if Mr. Pilette’s employment is terminated
following a change of control during the first two years
of his employment, (ii) current compensation is based on
base salary and annual target bonus, and (iii) executive-
level outplacement services of a value of up to $15,000.
PSU and RSU Award Agreements
The PSU and RSU award agreements prior to fiscal
year 2015 for named executive officers provide for the
acceleration of vesting of the equity awards subject to the
award agreements under the same circumstances and
conditions as under the change of control agreements;
namely, if the named executive officer is 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.
In the event of such an involuntary termination:
• All shares subject to the RSUs will vest; and
• 100% of the shares subject to the PSUs will vest if
the change of control occurred within one year after
the grant date of the PSUs. If the change of control
occurred more than one year after the grant date of the
PSUs, the number of shares subject to the PSU that will
vest will be determined by applying the performance
criteria under the PSUs as if the performance period
had ended on the date of the change of control.
The RSU award agreement and the PSU award agreement
are based on the achievement of a non-GAAP Operating
Margin metric for Mr. Pilette in fiscal year 2015, provide
for the acceleration of time-based vesting of the equity
awards subject to the award agreements under the same
circumstances and conditions as under the change of
control agreements described above. The fiscal year
2015 PSU award agreements will not vest except to the
extent that the performance-based vesting conditions
have been attained.
Bracken Darrell Offer Letter
We entered into an offer letter with Bracken Darrell dated
March 13, 2012. Under his offer letter, in the event he
is terminated without “cause” or resigns (within 30 days
after Logitech fails to remedy the condition reported to
be good reason during a 30-day cure period) for “good
reason”, other than after a change of control, he is entitled
to receive severance benefits as follows:
• If the termination had occurred within one year after
his employment start date (note that, as of April 9,
2013, the one-year anniversary of his employment
start date, Mr. Darrell is no longer entitled to these
benefits), he would have been entitled to:
- an amount equal to 200% of his then-current
annual base salary, less applicable withholdings;
plus
- an amount equal to 200% of his then-current
annual targeted bonus amount, less applicable
withholdings; plus
- 25% of his initial stock option grant for 500,000
Logitech shares and 25% of his initial restricted
stock unit grant for 100,000 shares will accelerate
and vest.
• If the termination had occurred more than one year but
within two years after his employment start date (note
that, as of April 9, 2014, the two-year anniversary,
Mr. Darrell is no longer entitled to these benefits), he
would have been entitled to: