LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (NON-EXECUTIVE BOARD MEMBER PARTICIPANT)
EXHIBIT
10.3
LOGITECH
INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN
(NON-EXECUTIVE
BOARD MEMBER PARTICIPANT)
This
Restricted Stock Unit Agreement, including any country-specific terms and
conditions set forth in the attached Appendix A (collectively, the “Agreement”) is
between Logitech International S.A., a Swiss company (the “Company”), and the
Participant 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 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 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 Restricted Stock
Units. The Company hereby grants to the Participant named
below the number of Restricted Stock Units corresponding to Shares specified
below, subject to the terms and conditions of this Agreement and of the Plan,
which is incorporated in this Agreement by reference:
Participant’s
Name:
Grant
Date:
Vesting
Start
Date:
Total
Number of Restricted
Stock
Units
granted
2. Vesting. The
Restricted Stock Units subject to this Award shall vest with respect to 100% of
the total Restricted Stock Units subject to this Award upon Participant’s
completion of one year of Service measured from the Vesting Start
Date. In no event shall any Restricted Stock Units vest after the
Participant’s termination of Service.
3. Settlement of Vested
Restricted Stock Units. The Participant’s vested Restricted
Stock Units shall be settled in Shares upon vesting of such Restricted Stock
Units, provided that the Company shall have no obligation to issue Shares
pursuant to this Agreement unless and until Participant has satisfied any
applicable tax and/or other obligations pursuant to Section 8 below and
such issuance otherwise complies with Applicable Law.
4. Nature of Restricted Stock
Units. The Restricted Stock Units are mere bookkeeping entries
and represent only an unfunded and unsecured obligation of the Company to issue
or deliver Shares on a future date. As a holder of Restricted Stock
Units, the Participant has no rights other than the rights of a general creditor
of the Company. The Restricted Stock Units carry neither voting
rights nor rights to cash or other dividends. The Participant has no
rights as a shareholder of the Company by virtue of the Restricted Stock Units
unless and until the Restricted Stock Units are settled by issuing or delivering
Shares.
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 Participant:
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(a) Subject
to Applicable Law and the terms of a written employment agreement, if any,
between the Participant and the Company or a Subsidiary, no additional
Restricted Stock Units subject to this Award shall vest after the 120th day
of the leave of absence. If Applicable Law or the terms of a written
employment agreement, if any, between the Participant and the Company or a
Subsidiary provide for a later date upon which vesting may cease, then no
additional Restricted Stock Units subject to this Award shall vest upon the
earliest date possible under Applicable Law or the employment
agreement.
(b) If
vesting has ceased under Section 5(a) and Participant subsequently returns to
active Service, vesting of additional Restricted Stock Units subject to this
Award shall resume upon Participant’s return to active Service.
(c) In no
event shall this Award vest for any additional Restricted Stock Units subject to
this Award, and in no event shall this Award remain outstanding, if Participant
does not resume active Service prior to the Expiration Date.
6. Termination of
Service. If the Participant’s Service terminates for any
reason (including by reason of death or Disability) all unvested Restricted
Stock Units shall be forfeited effective on the date the Participant’s Service
terminates. The Participant’s date of termination of Service shall
mean the date upon which Participant’s Service terminates, regardless of any
notice period or period in lieu of notice of termination of employment, whether
expressed or implied. The Administrator shall have the exclusive discretion to
determine when the Participant’s Service terminates or when the Participant has
ceased active performance of services for purposes of this Award.
7. Suspension or Cancellation
for Misconduct. If at any time (including after vesting but
before settlement) the Administrator reasonably believes that the Participant
has committed an act of misconduct as described in this Section 7, the
Administrator may suspend the vesting or settlement of Restricted Stock Units,
pending a determination of whether an act of misconduct has been
committed. If the Administrator determines that the Participant,
other than an independent Director, has committed an act of embezzlement, fraud
or breach of fiduciary duty, or if the 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 or Affiliates, then this Agreement 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 the Participant holds the
title of Vice President or above, the determination of the Administrator shall
be subject to the approval of the Company’s Board of Directors.
8. Responsibility for
Taxes.
(a)
Regardless of any action the Company or the Participant’s
employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related items related to the Participant’s participation in
the Plan and legally applicable to the Participant (“Tax-Related Items”),
the Participant acknowledges that the ultimate liability for all Tax-Related
Items is and remains the Participant’s responsibility and may exceed the amount
actually withheld by the Company or the Employer. The Participant
further acknowledges that the Company and/or the Employer (1) make no
representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the Restricted Stock Units, including, but not
limited to, the grant, vesting or settlement of the Restricted Stock Units, the
issuance of Shares upon settlement of the Restricted Stock Units, the subsequent
sale of Shares acquired pursuant to such issuance and the receipt of any
dividends and/or any dividend equivalents; and (2) do not commit to and are
under no obligation to structure the terms of the Award or any aspect of the
Restricted Stock Units to reduce or eliminate the Participant’s liability for
Tax-Related Items or achieve any particular tax result. Further, if
the Participant has become subject to tax in more than one jurisdiction between
the date of grant and the date of any relevant taxable event, the Participant
acknowledges that the Company and/or the Employer (or
former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.
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(b) Prior
to any relevant taxable or tax withholding event, as applicable, the Participant
will pay or make adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all Tax-Related Items. In this regard, the
Participant authorizes the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy the obligations with regard to all
Tax-Related Items by one or a combination of the following: (1)
withholding from the Participant’s wages or other cash compensation paid to the
Participant by the Company and/or the Employer; or (2) withholding from proceeds
of the sale of Shares acquired upon vesting/settlement of the Restricted Stock
Units either through a voluntary sale or through a mandatory sale arranged by
the Company (on the
Participant’s behalf pursuant to this authorization); or (3) withholding in
Shares to be issued upon vesting/settlement of the Restricted Stock
Units. To avoid negative accounting treatment, the Company may
withhold or account for Tax-Related Items by considering applicable minimum
statutory withholding amounts or other applicable withholding
rates. If the obligation for Tax-Related Items is satisfied by
withholding in Shares, for tax purposes, the Participant is deemed to have been
issued the full number of Shares subject to the vested Restricted Stock Units,
notwithstanding that a number of the Shares are held back solely for the purpose
of paying the Tax-Related Items due as a result of any aspect of the
Participant’s participation in the Plan.
(c)
Finally, the Participant shall pay to the Company or the Employer any amount of
Tax-Related Items that the Company or the Employer may be required to withhold
or account for as a result of the Participant’s participation in the Plan that
cannot be satisfied by the means previously described. The Company
may refuse to issue or deliver the shares or the proceeds of the sale of Shares,
if the Participant fails to comply with the Participant’s obligations in
connection with the Tax-Related Items.
9. Compliance with Applicable
Laws; no Company Liability. No Shares shall be issued or
delivered pursuant to the settlement of the Restricted Stock Units unless such
issuance or delivery complies with Applicable Laws. The Company shall
not be liable to the Participant or other persons as to (a) the
non-issuance or delivery 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 or delivery of any
Shares hereunder and (b) any tax consequence expected, but not realized, by
the Participant or other person due to the receipt, vesting or settlement of the
Restricted Stock Units.
10. Non-Transferability of
Restricted Stock Units. The Restricted Stock Units and this
Agreement may not be transferred in any manner otherwise than by will, by the
laws of descent or distribution or, if the Company permits, by a written
beneficiary designation. The terms of the Plan and this Agreement
shall be binding upon the executors, administrators, heirs, beneficiaries,
successors and assigns of the Participant.
11. No Advice Regarding
Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the
Participant’s participation in the Plan, or the Participant’s acquisition or
sale of the underlying Shares. The Participant is hereby advised to
consult with his or her own personal tax, legal and financial advisors regarding
his or her participation in the Plan before taking any action related to the
Plan.
12. Nature of
Grant. In accepting the grant, the Participant acknowledges
that:
(a).
the Plan
is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any
time;
(b). the grant
of the Restricted Stock Units is voluntary and occasional and does not create
any contractual or other right to receive future grants of Restricted Stock
Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock
Units have been granted repeatedly in the past;
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(c). all
decisions with respect to future Restricted Stock Units grants, if any, will be
at the sole discretion of the Company;
(d). the
Participant’s participation in the Plan shall not create a right to further
Service with the Employer and shall not interfere with the ability of the
Employer to terminate the Participant’s employment relationship at any
time;
(e). the
Participant is voluntarily participating in the Plan;
(f). the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
extraordinary items that do not constitute compensation of any kind for services
of any kind rendered to the Company or the Employer, and
which are outside the scope of the Participant’s employment contract, if
any;
(g). the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
not intended to replace any pension rights or compensation;
(h). the
Restricted Stock Units and the Shares subject to the Restricted Stock Units are
not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar
payments and in no event should be considered as compensation for, or relating
in any way to, past services for the Company, the Employer or any
Subsidiary or Affiliate of the Company ;
(i). the
Restricted Stock Units grant and the Participant’s participation in the Plan
will not be interpreted to form an employment contract or relationship with the
Company or any
Subsidiary or Affiliate of the Company;
(j). the future
value of the underlying Shares is unknown and cannot be predicted with
certainty; and
(k). in
consideration of the grant of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from forfeiture of the
Restricted Stock Units resulting from termination of the Participant’s Service
with the Company or the Employer (for any reason whatsoever and whether or not
in breach of local labor laws) and the Participant irrevocably releases the
Company and the
Employer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen, the
Participant shall be deemed irrevocably to have waived his or her entitlement to
pursue such claim.
13. Data Privacy
(a) The
Participant hereby consents to the collection, processing, use and transfer, in
electronic or other form, of the Participant’s personal information (the “Data”) regarding the
Participant’s employment, the nature and amount of the Participant’s
compensation and the fact and conditions of the Participant’s participation in
the Plan (including the Participant’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 the Participant’s participation in the Plan and in
calculating the cost of the Plan.
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(b) The
Participant 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 settlement of Restricted Stock Units under
the Plan or with whom Shares acquired upon settlement of the Restricted Stock
Units or cash from the sale of such shares may be deposited. The
Participant 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 the Participant’s participation in the
Plan and in calculating the cost of the Plan.
(c)
The
Participant understands and agrees that the recipients of the Data may be
located in the United States or elsewhere, and that the recipients’ countries
may have different data privacy laws and protections than the Participant’s
country, and the Participant consents to the transfer of the Data to such
countries. Furthermore, the Participant 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 the Participant’s participation
in the Plan.
(d) The
Participant 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 Participant’s local human resources
representative in writing. The Participant further acknowledges that
withdrawal of consent may affect the Participant’s ability to exercise or
realize benefits from the Restricted Stock Units, and the Participant’s ability
to participate in the Plan.
14. Exchange Control
Acknowledgement. Local foreign exchange laws may affect the
grant of the Restricted Stock Units, the sale of Shares received in connection
with the Restricted Stock Units and/or the receipt of dividends or dividend
equivalents (if any). Such laws may affect the Participant’s ability
to hold funds outside of the Participant’s country and may require the
repatriation of any cash, dividends or dividend equivalents received in
connection with the Restricted Stock Units. The Participant is
responsible for satisfying any exchange control requirements that may be
necessary in connection with such events. Neither the Company nor any
of its Subsidiaries or Affiliates will be responsible for such requirements or
liable for the failure on the Participant’s part to satisfy or abide by the
requirements that are the Participant’s responsibility. Neither this
nor anything in this Agreement constitutes legal or tax advice upon which the
Participant should rely. The Participant should consult with his or
her own personal legal and tax advisers to ensure compliance with local
laws.
15. 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 Restricted Stock
Units or other securities which are subject to this Agreement, in order to
reflect such change and thereby preclude a dilution or enlargement of benefits
under this Agreement.
16. Entire Agreement; Governing
Law. The Plan and this Agreement constitute the entire
agreement of the parties with respect to the subject matter of this Agreement
and supersede in their entirety all prior undertakings and agreements of the
Company and the Participant with respect to the subject matter of this
Agreement. This Agreement is governed by the internal substantive
laws, but not the choice of law rules of Switzerland (the Company’s jurisdiction
of organization).
17. Language. If
the Participant has received this Agreement or any other document related to the
Plan translated into a language other than English and if the meaning of the
translated version is different than the English version, the English version
will control.
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18. Electronic
Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to current or future participation in the Plan by
electronic means. The Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through
an on-line or electronic system established and maintained by the Company or a
third party designated by the Company.
19. Severability. The
provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
20. Appendix. Notwithstanding
any provisions in this Agreement, the Restricted Stock Units grant shall be
subject to any special terms and conditions set forth in any Appendix to this
Agreement for the Participant’s country. Moreover, if the Participant
relocates to one of the countries included in the Appendix, the special terms
and conditions for such country will apply to the Participant, to the extent the
Company determines that the application of such terms and conditions is
necessary or advisable in order to comply with local law or facilitate the
administration of the Plan. The Appendix constitutes part of this
Agreement.
21. Imposition of Other
Requirements. The Company reserves the
right to impose other requirements on the Participant’s participation in the
Plan, on the Restricted Stock Units and on any Shares acquired under the Plan,
to the extent the Company determines it is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan, and to
require the Participant to sign any additional agreements or undertakings that
may be necessary to accomplish the foregoing.
* * *
By the
Participant’s signature below, the Participant agrees that the Restricted Stock
Units are granted under and governed by the terms and conditions of the Plan and
this Agreement. The Participant has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of the Plan and Agreement. The Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and
Agreement.
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PARTICIPANT:
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THE COMPANY:
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Signature
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By
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Chairman
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Print
Name
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Title
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By
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CEO
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Title
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APPENDIX
A
ADDITIONAL
TERMS AND CONDITIONS OF
None.
7
