LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (Non-Executive Board Members)
Exhibit
10.1
LOGITECH
INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN
(Non-Executive
Board Members)
This
Stock Option Agreement (the “Option Agreement”) is
between Logitech International S.A., a Swiss company, (the “Company”), and the
Optionee named below and is made pursuant to the Logitech International S.A.
2006 Stock Incentive Plan (the “Plan”). To the extent
any capitalized terms used in this Option Agreement are not defined, they shall
have the meaning given to them in the Plan. Subject to Section 20(c)
of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms of the
Plan shall prevail.
In
consideration of the mutual agreements herein contained and intending to be
legally bound hereby, the parties agree as follows:
1. Grant of Option. The
Company hereby grants to the Optionee named below an option (the “Option”) to purchase
up to the number of Shares and at an exercise price per Share specified below,
subject to the terms and conditions of this Option Agreement and of the Plan,
which is incorporated in this Option Agreement by reference:
Optionee’s
Name:
Grant
Date:
Vesting
Commencement
Date:
Exercise
Price per
Share:
Total
Number of Options over Shares
granted:
Total
Exercise
Price:
Expiration
Date:
2. Vesting
Schedule. This Option shall vest and become exercisable
according to the following schedule (the “Vesting Schedule”).
(a) 33 1/3%
of the Shares subject to the Option shall vest on the earlier of (i) the day
that is twelve months after the Vesting Commencement Date, and (ii) the day
immediately before the date of the first annual general meeting of the Company
after the Vesting Commencement Date,
(b) 33
1/3% of the Shares subject to the Option shall vest on the earlier of (i) the
day that is twenty four months after the Vesting Commencement Date, and (ii) the
day immediately before the date of the second annual general meeting of the
Company after the Vesting Commencement Date, and
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(c) the
final 33 1/3% of the Shares subject to the Option shall vest on the earlier of
(i) the day that is thirty-six months after the Vesting Commencement Date and
(y) the day immediately before the date of the third annual general meeting of
the Company after the Vesting Commencement Date.
In no
event shall the Option vest and become exercisable for any additional Shares
subject to the Option after Optionee’s termination of Service.
3. Option
Term. This Option has a maximum term of ten (10) years
measured from the Grant Date and accordingly expires at the close of business on
the Expiration Date, unless sooner terminated in accordance with Section
6.
4. Dates of
Exercise. This Option shall vest and become exercisable for
the number of Shares subject to this Option in one or more installments as
specified in Section 2. As the Option becomes exercisable for such installments,
those installments shall accumulate and the Option shall remain exercisable for
the accumulated installments until the Expiration Date or sooner termination of
the Option under Section 6. As an administrative matter, the exercisable portion
of this Option may only be exercised until the close of the SIX Swiss Exchange
(if the Exercise Price per Share of this Option is in Swiss Francs) or the
Nasdaq Stock Market (if the Exercise Price per Share of this Option is in
dollars) on the last trading day on or before the Expiration Date or earlier
date of termination of the Option under Section 6. Any later attempt
to exercise this Option will not be honored.
5. Leave of Absence.
Unless otherwise determined by the Administrator, the following provisions shall
apply in the case of an authorized leave of absence by Optionee:
(a) Subject
to Applicable Law and the terms of a written employment agreement, if any,
between the Optionee and the Company or a Subsidiary, no additional Shares
subject to this Option shall vest and become exercisable after the 120th day
of the leave of absence. If Applicable Law or the terms of a written
employment agreement, if any, between the Optionee and the Company or a
Subsidiary provide for a later date upon which vesting may cease, then no
additional Shares subject to this Option shall vest and become exercisable upon
the earliest date possible under Applicable Law or the employment
agreement.
(b) If
vesting has ceased under Section 5(a) and Optionee subsequently returns to
active Service, vesting of additional Shares subject to this Option shall resume
upon Optionee’s return to active Service.
(c) In no
event shall this Option vest and become exercisable for any additional Shares
subject to this Option, and in no event shall this Option remain outstanding, if
Optionee does not resume active Service prior to the Expiration Date.
6. Termination of
Service. This Option shall terminate prior to the Expiration
Date should any of the following provisions become applicable:
(a) If
Optionee’s Service terminates for any reason (other than death or Disability)
while this Option is outstanding, then Optionee shall have a period of one
hundred eighty (180) days (starting with the date of termination of Service)
during which to exercise this Option, but in no event shall this Option be
exercisable at any time after the Expiration Date.
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(b) If
Optionee’s Service terminates by reason of the Optionee’s death while this
Option is outstanding, then the personal representative of Optionee’s estate or
the person or persons to whom the Option is transferred pursuant to Optionee’s
will or in accordance with the laws of descent and distribution shall have the
right to exercise this Option. Such right shall lapse, and this Option shall
cease to be outstanding, upon the earlier of (A) the expiration of the one (1)
year period measured from the date of Optionee’s death or (B) the Expiration
Date.
(c) If
Optionee’s Service terminates by reason of Disability while this Option is
outstanding, then Optionee shall have a period of one (1) year (starting with
the date of such termination of Service) during which to exercise this Option,
but in no event shall this Option be exercisable at any time after the
Expiration Date.
(d) Optionee’s
date of termination of Service shall mean the date upon which Optionee’s Service
terminates or the Optionee ceases active performance of services for the Company
or any Subsidiary, regardless of any notice period or period in lieu of notice
of termination of employment, whether expressed or implied, and subject to
Section 5. The Administrator shall have the exclusive discretion to
determine when the Optionee’s Service terminates or when the Optionee has ceased
active performance of services for purposes of this Option
Agreement.
(e) During
the limited period of post-Service exercisability, this Option may not be
exercised in the aggregate for more than the number of vested Shares for which
the Option is exercisable at the time of Optionee’s termination of Service. Upon
the expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this Option shall terminate and cease to be outstanding for any
vested Shares for which the Option has not been exercised. However, this Option
shall, immediately upon Optionee’s termination of Service for any reason,
terminate and cease to be outstanding with respect to any Shares in which
Optionee is not otherwise at that time vested or for which this Option is not
otherwise at that time exercisable.
(f) If
at any time (including after a notice of exercise has been delivered) the
Administrator reasonably believes that Optionee has committed an act of
misconduct as described in this Section 6(f), the Administrator may suspend the
Optionee’s right to exercise this Option, pending a determination of whether an
act of misconduct has been committed. If the Administrator determines
that a Participant, other than an independent Director, has committed an act of
embezzlement, fraud or breach of fiduciary duty, or if a Participant makes an
unauthorized disclosure of any trade secret or confidential information of the
Company or any of its Subsidiaries, or induces any customer to breach a contract
with the Company or any of its Subsidiaries, then this Option shall terminate
immediately and cease to be outstanding. Any determination by the
Administrator with respect to the foregoing shall be final, conclusive and
binding on all interested parties. If Optionee holds the title of Vice President
or above the determination of the Administrator shall be subject to the approval
of the Board.
7. Exercise of
Option.
(a) Right to
Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule and the applicable provisions of the Plan
and this Option Agreement.
(b) Method of
Exercise. In order to exercise this Option with respect to all
or any part of the Shares subject to this Option for which this Option is at the
time exercisable, Optionee (or any other person or persons having the right to
and exercising this Option) must take the following actions:
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(i) Deliver
to the local stock administrator an exercise notice, which may be by electronic
methods if specified by the Company, stating the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised
and such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan, using the form prescribed by Company, as
amended from time to time. However, if Company has designated a
brokerage firm to assist with Option exercises, Optionee may provide exercise
instructions to the Company-designated brokerage firm. The Company in
its discretion may designate such a broker-assisted exercise as the sole means
by which to exercise this Option.
(ii) Pay
the aggregate Exercise Price for the purchased Shares by any of the following,
or a combination thereof, at the election of the Optionee: (a) cash
or cash equivalents, (b) check, (c) with the Administrator’s consent, delivery
of the Optionee’s promissory note in the amount of the aggregate Exercise Price
of the purchased Shares or (d) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan.
(iii) Make
appropriate arrangements with the Company (or the Subsidiary employing or
retaining Optionee) for (a) the satisfaction of all tax withholding requirements
applicable to the Option exercise, or (b), subject to Applicable Laws, the
payment of an amount to the Company or the Subsidiary equal to the amount of the
tax obligations of the Company or of the Subsidiary in connection with the
grant, vesting, exercise, purchase or sale of an Award to or by the Optionee
under the Plan or in connection with the sale of Shares resulting from the
exercise of the Option.
(c) No Fractional
Shares. In no event may this Option be exercised for any
fractional Shares.
(d) Share Delivery, Deemed
Transfer Date. As soon as practicable after the exercise
date, the Company shall issue or deliver to or on behalf of Optionee (or any
other person or persons having the right to and exercising this Option) the
purchased Shares. For income tax purposes the purchased Shares shall
be considered transferred to the Optionee on the date the Option is exercised
with respect to such purchased Shares.
8. Compliance with Applicable
Laws; No Company Liability. No Shares shall be issued or
delivered pursuant to the exercise of this Option unless such issuance or
delivery and exercise complies with Applicable Laws. The Company
shall not be liable to Optionee or other persons as to: (a) the non-issuance or
sale of Shares as to which the Company has been unable to obtain from any
regulatory body having jurisdiction the authority deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder;
and (b) any tax consequence expected, but not realized, by Optionee or other
person due to the receipt or exercise of this Option.
9. Non-Transferability of
Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution, or, if Company
permits, by a written beneficiary designation. This Option may be
exercised during the lifetime of Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, beneficiaries, successors and assigns of the
Optionee.
10. Taxes.
(a) The tax
consequences to the Optionee as a result of the grant, vesting or exercise of
this Option will depend upon the laws of the country in which the Optionee is
subject to tax. THE OPTIONEE SHOULD CONSULT A TAX ADVISER CONCERNING
THE GRANT, VESTING AND EXERCISE OF THIS OPTION, AS WELL AS DISPOSITION OF THE
SHARES.
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(b) In
certain countries, there are payroll withholding requirements on the grant,
vesting, exercise, purchase or sale of an Award under the Plan. If
this is required, the Company will withhold for appropriate social and other
taxes. In certain countries, there are also reporting requirements
for employees on the grant, vesting, exercise, purchase or sale of an Award
under the Plan. It is the Optionee’s responsibility to make the
proper reports. The Company is not responsible for making reports on
the Optionee’s behalf and will not be liable for any loss the Optionee may incur
because such reports have not been made.
(c) If the
Optionee is located in the United States, or otherwise subject to U.S. income
taxes, this Option is a Nonstatutory Stock Option.
(d) In
certain countries, there may be tax obligations on the Company or (or the
Subsdiary employing or retaining Optionee) in connection with the grant,
vesting, exercise, purchase, or sale of an Award to or by the Optionee under the
Plan or in connection with the sale of Shares resulting from the exercise of the
Option. If there are such tax obligations, the Optionee agrees to
make arrangements satisfactory to the Company or the Subsidiary for the payment
of an amount equal to the amount of such tax obligations which, at the sole
discretion of the Company, may include (i) having the Company withhold
Shares from the settlement of the Option, (ii) the sale of Shares resulting from
the exercise of the Option, (iii) reimbursement through payroll deductions or
(iv) any other arrangement approved by the Company, in any case, equal in
value to the amount necessary to satisfy any such tax obligations. The Company
shall not be required to issue or deliver Shares pursuant to this Agreement
unless and until such arrangements are made.
11. Adjustments Upon Changes in
Capitalization. In the event of a declaration of a stock
dividend, a stock split, combination or reclassification of shares,
extraordinary dividend of cash and/or assets, recapitalization, reorganization
or any similar event affecting the Shares or other securities of the Company,
the Administrator shall equitably adjust the number and kind of Shares or other
securities which are subject to this Option, and/or the exercise price of this
Option, in order to reflect such change and thereby preclude a dilution or
enlargement of benefits under this Option.
12. Entire Agreement; Governing
Law. The Plan and this Option Agreement constitute the entire agreement
of the parties with respect to the subject matter of this Option Agreement and
supersede in their entirety all prior undertakings and agreements of the Company
and the Optionee with respect to the subject matter of this Option Agreement,
and may not be modified adversely to the Optionee’s interest except by means of
a writing signed by the Company and the Optionee. This Option
Agreement is governed by the internal substantive laws, but not the
choice-of-law rules, of Switzerland (the Company’s jurisdiction of
organization).
13. NO GUARANTEE OF CONTINUED
SERVICE. THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING
OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING
AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT
INTERFERE WITH THE OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE
OPTIONEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.
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14. No Entitlement or
Claims for
Compensation.
(a) Optionee’s
rights, if any, in respect of or in connection with this Option or any other
Award is derived solely from the discretionary decision of the Company to permit
Optionee to participate in the Plan and to benefit from a discretionary Award.
By accepting this Option, Optionee expressly acknowledges that there is no
obligation on the part of the Company to continue the Plan and/or grant any
additional Awards to Optionee. This Option is not intended to be compensation of
a continuing or recurring nature, or part of Optionee’s normal or expected
compensation, and in no way represents any portion of a Optionee’s salary,
compensation, or other remuneration for purposes of calculating any severance,
resignation, redundancy or end-of-service payments, bonuses, long-service
awards, pension or retirement benefits, or similar payments or for any other
purpose.
(b) Optionee
shall be deemed irrevocably to have waived any claim to damages or specific
performance for breach of contract or dismissal, compensation for loss of
office, tort or otherwise with respect to the Plan, this Option or any
outstanding Award that is forfeited and/or is terminated by its terms or to any
future Award.
(c) Optionee
agrees that the Company may require Options granted hereunder be exercised with,
and the purchased Shares held by, a broker designated by the Company. In
addition, Optionee agrees that his or her rights hereunder shall be subject to
set-off by the Company for any valid debts the Optionee owes to the
Company.
15. Data
Privacy.
(a) Optionee
hereby consents to the collection, processing, use and transfer, in electronic
or other form, of Optionee’s personal information (the “Data”) regarding
Optionee’s employment, the nature and amount of Optionee’s compensation and the
fact and conditions of Optionee’s participation in the Plan (including
Optionee’s name, home address, telephone number, date of birth, social insurance
number or other identification number, compensation, nationality and job title,
details of all options, shares or other entitlement to securities awarded,
canceled, exercised, vested, unvested or outstanding under the Plan or
predecessor plans), by and among the Company and one or more its Subsidiaries
and Affiliates, for the exclusive purpose of implementing, administering and
managing Optionee’s participation in the Plan and in calculating the cost of the
Plan.
(b) Optionee
further consents to the transfer of the Data to UBS AG and/or its affiliates
(“UBS”), or to
any other third parties assisting in the implementation, administration and
management of the Plan, or in calculating the costs of the Plan, including any
other third party assisting with the exercise of Options under the Plan or with
whom Shares acquired upon exercise of this Option or cash from the sale of such
shares may be deposited. Optionee further consents to the processing,
possession, use and transfer of the Data by UBS and such other third parties for
the exclusive purpose of implementing, administering and managing Optionee’s
participation in the Plan and in calculating the cost of the Plan.
(c) Optionee
understands and agrees that the recipients of the Data may be located in the
United States or elsewhere, and that the recipients’ country may have different
data privacy laws and protections than the Optionee’s country, and Optionee
consents to the transfer of the Data to such countries. Furthermore,
Optionee acknowledges and understands that the transfer of the Data to the
Company or any of its Subsidiaries, or to UBS or any such third parties, is
necessary for Optionee’s participation in the Plan.
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(d) Optionee
understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data or require any necessary
amendments to Data or withdraw the consents herein, in any case
without cost, by contacting the Optionee’s local human resources representative
in writing. Optionee further acknowledges that withdrawal of consent
may affect Optionee’s ability to exercise or realize benefits from the Option,
and Optionee’s ability to participate in the Plan.
16. Repatriation of
Profits. In certain countries, persons employed in those
countries are responsible for bringing back into the country the proceeds of any
investments abroad that have been received as a result of the exercise of an
award under the Plan. If any foreign exchange control approval,
consent or permission is required for the exercise of a purchase right or option
under the Plan, the Optionee is responsible for obtaining all such approvals,
consents and permissions. The Company is not responsible for this
activity and will not be liable for any loss that the Optionee incurs because
such approvals have not been obtained.
17. Further
Instruments. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Option Agreement.
By
the Optionee’s signature below, the Optionee agrees that this Option is granted
under and governed by the terms and conditions of the Plan and this Option
Agreement. The Optionee has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option Agreement and fully understands all
provisions of the Plan and Option Agreement. The Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and
Option Agreement.
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OPTIONEE:
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THE COMPANY:
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Signature
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By
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CEO
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Print
Name
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Title
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By
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CFO
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Title
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