Logitech 2015 Annual Report Download - page 106

Compensation Report for Fiscal Year 2015
– Proxy Statement | 96
2015 Annual General Meeting Invitation, Proxy Statement
• If the separation of service had occurred within the first
year of service (note that, as of September 3, 2014, the
one-year anniversary, Mr. Pilette is no longer entitled
to these benefits), 100% of his initial RSU grant for
195,000 units would have accelerated and vested
(as of September 15, 2014, this grant was completely
vested); plus
• Executive-level outplacement services, in the amount
of up to $15,000.
In each case, Mr. Pilette would also be entitled to have
Logitech pay the premiums to continue his group health
insurance coverage under COBRA for a period of up to
12 months or until he becomes eligible for benefits from
a subsequent employer.
“Cause” in Mr. Pilette’s offer letter is defined as: (i) willful
dishonesty or fraud with respect to the business affairs of
Logitech; (ii) intentional falsification of any employment
or Logitech records, (iii) conviction (including any plea of
guilty or no contest) of a felony which the Board of Directors
of Logitech International reasonably believes materially
impairs his ability to perform his duties for Logitech or
adversely affects Logitech’s reputation or standing in
the community, (iv) a willful act by him which constitutes
misconduct (including, but not limited to, improper use or
disclosure of the confidential or proprietary information
of Logitech) and is injurious to Logitech, or (v) continued
willful violations by him of his obligations to Logitech after
there has been delivered to him a written demand for
performance from Logitech which describes the basis for
Logitech’s belief that he have not substantially performed
his duties.
“Good reason” in Mr. Pilette’s offer letter is defined as:
(i) a substantial reduction of the facilities and perquisites
(including office space and location) available to him
immediately prior to such reduction, without his expressed
written consent and without good business reasons,
(ii) a material reduction of his base salary, (iii) a material
reduction in the kind or level of employee benefits to which
he is entitled immediately prior to such reduction, with
the result that his overall benefits package is significantly
reduced, (iv) his relocation to a facility or location more
than thirty (30) miles from his current location, without his
expressed written consent, (v) the failure of Logitech and
Logitech International to obtain the assumption of his letter
agreement by any successor, or (vi) a material reduction
of his duties, position or responsibilities relative to his
duties, position or responsibilities in effect immediately
prior to such reduction, without his expressed written
consent (“demotion”).
If any amounts become payable to Mr. Pilette under
his change of control agreement, or any successor
agreement, the aggregate amount of any amounts
payable to Mr. Pilette 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. Pilette 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 the payments are reduced to the
extent necessary to avoid being subject to the excise tax.