Canton of Vaud, Switzerland (State or other jurisdiction of incorporation or organization) | None (I.R.S. Employer Identification No.) |
Logitech International S.A. EPFL - Quartier de l'Innovation Daniel Borel Innovation Center 1015 Lausanne, Switzerland c/o Logitech Inc. 7700 Gateway Boulevard Newark, California 94560 (Address of principal executive offices and zip code) |
(510) 795-8500 (Registrant’s telephone number, including area code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Registered Shares | LOGN LOGI | SIX Swiss Exchange Nasdaq Global Select Market |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
• | Mr. Olmstead’s annual base salary will be $455,000, and he will be eligible to participate in Logitech’s Management Performance Bonus Plan with a discretionary target bonus percentage equal to 80% of his annual base salary. |
• | Mr. Olmstead will be granted the following equity incentives: • Restricted stock units with a grant value of $1,000,000 (to be converted to a number of Logitech shares based on the closing price per share of Logitech’s registered shares on the Nasdaq Global Select Market on the date of grant, August 15, 2019, rounded up to the nearest whole share) that will vest over four years, with one-third of the units vesting on each of the second, third and fourth anniversaries of the grant date. • Restricted stock units with a grant value of $560,000 (to be converted to a number of Logitech shares based on the closing price per share of Logitech’s registered shares on the Nasdaq Global Select Market on the date of grant, August 15, 2019, rounded up to the nearest whole share) that will vest over four years, with one quarter of the units vesting annually on each of the first four anniversaries of the grant date. • Performance share units with a grant value of $840,000 (the target number of Logitech shares to be determined based on the closing price per share of Logitech’s registered shares on the Nasdaq Global Select Market on the date of grant, August 15, 2019, rounded up to the nearest whole share) that will vest on the third anniversary of the grant date and will vest in a range from 0% to 200% of the target number of shares depending on our corporate performance, as measured by: (i) three-year weighted average revenue growth measured in constant currency over the performance period from April 1, 2019 to March 31, 2022; (ii) a modifier based on Logitech’s relative total shareholder return (“TSR”) against the Nasdaq-100 Index, or TSR rank, over the three-year performance period; and (iii) a “gate” that requires achievement of a minimum level of cumulative Non-GAAP operating income over the three-year performance period for any award to vest. The grants will be made pursuant to Logitech’s 2006 Stock Incentive Plan, as amended, and forms of agreement adopted under that Plan. |
Logitech entered into an Employment Agreement with Mr. Olmstead as of July 22, 2019, providing for a nine-month notice period (other than in the case of termination for cause by the Company), during which Mr. Olmstead could continue his employment with the Company and would continue to receive his standard salary and bonus compensation, equity vesting and other benefits during that continued employment period. A copy of the Employment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the attached Employment Agreement. |
Exhibit No. | Description | |
Employment Agreement between Logitech Inc. and Nathan Olmstead dated July 22, 2019. | ||
Logitech International S.A. |
/s/ Bryan Ko |
Bryan Ko |
General Counsel and Corporate Secretary |
1. | This Employment Agreement (this “Agreement”) sets forth certain terms of Executive’s employment with the Company, as well as the parties’ understanding with respect to any termination of that employment relationship. |
2. | Executive will be employed by the Company as Chief Financial Officer, and will serve in the positions assigned to Executive by the Chief Executive Officer of the Company (the “Company CEO”) and, in his capacity as and to the extent he is designated by the Board of the Parent as a member of the Group Management Team of the Parent, by the Board of Directors of the Parent (the “Board”) or the Chief Executive Officer of the Parent (the “Parent CEO”), as applicable, from time to time. Executive agrees to devote his or her full business time, energy and skill to the assigned duties. Executive agrees that, without the approval of the Board, the Parent CEO or the Company CEO, as applicable, Executive shall not, during the period of employment with the Company, devote any time to any business affiliation which would interfere with or derogate from Executive’s obligations |
3. | Executive will be compensated for his or her services to the Company as follows: |
4. | Executive agrees to provide the Company with up to nine (9) months of notice prior to the effective date of any termination of employment, with the length of notice (if any) within that range to be at the discretion of Executive (the “Executive Notice Period”). Except in cases where the Company terminates Executive’s employment for Cause (as defined below), the Company agrees to provide Executive with nine (9) months of notice prior to the effective date of any termination of employment (the “Company Notice Period”; the Executive Notice Period or the Company Notice Period, as applicable, is referred to in this Agreement as the “Notice Period”). Notice of termination by either party shall be provided in writing. Executive shall remain a full-time employee of the Company during the Notice Period and shall not accept employment with any other entity during the Notice Period. Subject to specific terms contemplated in equity award agreements or equity or bonus plans, during the Notice Period, Executive shall continue to receive his or her base salary at the rate in effect as of the date either party has provided the other party with a notice of termination of employment (the “Date of Notice”), and Executive shall remain eligible for (i) all employee benefits in accordance with the provisions of the plans under which the benefits are provided, (ii) the payment of bonuses to the extent they become payable during the Notice Period or that become payable after the Notice Period but relate to a performance period that commenced during any portion of the Notice Period, with the bonus amount determined at the discretion of the Board or the Compensation Committee acting in good faith based on the Executive’s target bonus (currently calculated as a percentage of base salary) in effect as of the Date of Notice and on the attainment level of the performance goals and metrics (corporate, business group and individual, as applicable) established by the Board or Compensation Committee for Executive within the applicable fiscal year bonus program and in accordance with the applicable bonus plans, and payable at the time all other members of the Group Management Team are paid their bonuses; provided, however, that any bonus relating to a performance period that ends following the last day of the Notice Period shall be prorated based |
5. | The Company may terminate Executive’s employment at any time without notice for Cause, including during any Notice Period, as determined in the Company’s sole discretion and in good faith. Where the Company terminates Executive for Cause, the termination of employment shall occur with immediate effect. Upon the effective date of Executive’s termination for Cause, Executive shall only be entitled to base salary, any accrued and unused vacation benefits, and any other compensation, earned through the date of termination. |
6. | This Agreement supersedes the Executive’s Applicable Offer Letter dated March 2, 2019, and any prior offer letter or employment agreement between Executive and Logitech, in their entirety with respect to the subject matter covered by this Agreement. Any severance, notice of termination, and change of control agreements and arrangements between Logitech and Executive shall be terminated effective as of the date of this Agreement. This Agreement shall serve as a novation of such obligations, and the parties hereby waive all current and future rights and entitlements under such previous agreements or arrangements. |
7. | The Company and Executive acknowledge that Executive’s employment with the Company is and shall continue to be at-will, subject to compliance with the Notice Period pursuant to Section 4 above. Specifically, either the Company or Executive may terminate Executive’s employment for any reason. |
8. | This Agreement shall be effective as of the date first set forth above. This Agreement shall terminate upon the earlier of (i) the expiration of the Notice Period or (ii) the expiration of the Agreement Term (as defined below); provided, however, that if notice of termination of employment by either party (other than notice of termination by the Company for Cause pursuant to Section 5 above) is provided to the other party prior to expiration of the Agreement Term, then this Agreement shall terminate upon the expiration of the Notice Period. Unless this Agreement has terminated based on expiration of the Notice Period or on termination by the Company for Cause, the expiration of the Agreement Term shall not result in the termination of Executive’s employment with the Company or, if applicable, with Logitech. The “Agreement Term” shall mean the period commencing on the effective date of this Agreement and continuing through the second anniversary of the date of this Agreement; provided, however, that the Agreement Term shall be extended for an additional year upon the expiration of the original term and each anniversary thereof, unless the Company has provided a written notice of non-renewal to Executive at least one (1) year prior to the then applicable expiration date of the term. |
9. | Subject to Section 10 and 12 below, this Agreement shall be governed by the laws of the State of California, without reference to conflicts of law principles, and the parties hereby consent to the exclusive jurisdiction of the competent courts, federal or state, located in Santa Clara County, California. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Notwithstanding the foregoing, Section 12 is governed by the Federal Arbitration Act. |
10. | This Agreement may be amended only in a writing signed by both parties to this Agreement, provided that, notwithstanding Section 9 above, the parties agree that the Company has the right to unilaterally amend this Agreement without compensation solely if an amendment is determined to be reasonably necessary by the Company’s legal counsel for Logitech to comply with existing or adopted ordinances, laws, rules or regulations applicable to Executive or Logitech (“Laws”) (even if such Laws have not yet taken effect), including but not limited to the Minder Ordinance and any other Laws resulting from the provisions of the Swiss Federal Constitution prohibiting excessive |
11. | In view of the personal nature of the services to be performed under this Agreement by Executive, Executive cannot assign or transfer any of his or her obligations under this Agreement. |
12. | Arbitration. |
13. | IRC Section 409A Matters. |
14. | To the extent that Executive remains or is otherwise performing the duties of an executive officer of Logitech during the periods under this Agreement (including but not limited to any applicable Notice Period) or as otherwise required pursuant to applicable Laws, all compensation payable under this Agreement is subject to any clawback provisions in Logitech’s compensation plans, programs or agreements applicable to Executive or clawback policy that Logitech is required to adopt pursuant to any applicable Laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, or that Logitech determines is necessary or appropriate. |
15. | This Agreement constitutes the entire agreement between Executive and the Company regarding the subject matter covered by this Agreement, and supersedes all prior negotiations, representations or agreements between Executive and the Company regarding the subject matter covered by this Agreement, whether written or oral. |