LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN

1.   Purposes of the Plan .  The purposes of this Plan are:

Awards granted under the Plan may be structured, in the discretion of the Administrator, to qualify for preferential tax treatment afforded by jurisdictions in which Awards are granted.

2.   Definitions .  As used herein, the following definitions shall apply:

(a)   “ Administrator ” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b)   “ Affiliate ” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

(c)   “ Applicable Laws ” means the requirements relating to the administration of stock plans under Swiss laws, U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(d)   “ Award ” means any award of an Option, a SAR, a Restricted Share or a Restricted Stock Unit under the Plan.

(e)    “ Board ” means the Board of Directors of the Company.

(f)   “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

(g)   “ Committee ” means a Committee appointed by the Board in accordance with Section 4 of the Plan.

(h)   “ Company ” means Logitech International S.A., a company incorporated under the laws of Switzerland.

(i)   “ Director ” means a member of the Board.

(j)   “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(k)   “ Employee ” means any person, including officers and Directors, employed by the Company or any Parent, Subsidiary or Affiliate of the Company.  Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(l)   “ Fair Market Value ” means, if the date in question is a market trading day, the value of a Share determined as the closing sales price for the Shares (or the closing bid, if no sales were reported) as quoted on the SWX Swiss Exchange or the Nasdaq Global Select Market or on such other exchange or system on which the Shares are traded, as reported in such source as the Administrator deems reliable, or, if the date in question is not a market trading day, the closing price or bid, if applicable, as so reported for the last market trading day preceding the day in question, except that “Fair Market Value” may, if designated by the Administrator, also mean the average of the closing sales prices for the Shares as so quoted or reported over a period of not more than 30 days before and/or after the date in question.

(m)   “ Incentive Stock Option ” shall mean an option described in Section 422 of the Code.

(n)   “ Nonstatutory Stock Option ” shall mean an option not described in Section 422 of the Code.

(o)   “ Option ” means a stock option granted pursuant to the Plan.

(p)    “ Parent ” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(q)   “ Participant ” means an Employee or Director who holds an outstanding Award.

(r)   “ Performance Criteria ” means any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator in the Award: (i) brand recognition/acceptance, (ii) cash flow, (iii) cash flow return on investment, (iv) contribution to profitability, (v) cost control, (vi) cost positions, (vii) cost of capital, (viii) customer satisfaction, (ix) development of products, (x) earnings before interest, taxes and amortization, (xi) earnings per share, (xii) economic profit, (xiii) economic value added, (xiv) free cash flow, (xv) income or net income, (xvi) income before income taxes, (xvii) market segment share, (xviii) new product innovation, (xix) operating income or net operating income, (xx) operating margin or profit margin, (xxi) operating profit or net operating profit, (xxii) process excellence, (xxiii) product cost reduction, (xxiv) product mix, (xxv) product release schedules, (xxvi) product ship targets, (xxvii) quality, (xxviii) return on assets or net assets, (xxix) return on capital, (xxx) return on capital employed, (xxxi) return on equity, (xxxii) return on invested capital, (xxxiii) return on operating revenue, (xxxiv) return on sales, (xxxv) revenue, (xxxvi) sales, (xxxvii) share price performance, (xxxviii) strategic alliances, (xxxix) total shareholder return, and (xl) working capital.

(s)   “ Plan ” means this Logitech International S.A. 2006 Stock Incentive Plan, as amended from time to time.

(t)   “ Restricted Share ” means Shares, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the agreement evidencing the Award of Restricted Shares.

(u)   “ Restricted Stock Unit ” means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan, the grant, issuance, retention and/or vesting of which is subject to such conditions as are expressed in the agreement evidencing the Award of Restricted Stock Units.

(v)    “ SAR ” means a right to receive, in cash or stock (as determined by the Committee and set out in the Award Agreement evidencing the SAR), value with respect to a specific number of Shares equal to or otherwise based on the excess of (i) the market value of a Share at the time of exercise over (ii) the exercise price of the right, subject to such terms and conditions as are expressed in the agreement evidencing the SAR.

(w)    “ Service ” means service as Service Provider.  Service shall not terminate solely as a result of a Service Provider’s change in status from Director to Employee or from Employee to Director.  Service shall not terminate in the case of transfers between locations of the Company or among the Company, any Parent, any Subsidiary, any Affiliate or any successor.

(x)   “ Service Provider ” means a Director or Employee.

(y)   “ Share ” means a registered share of the Company, and shall also refer, where appropriate, to American Depositary Shares representing registered shares, all as adjusted in accordance with Section 15 of the Plan.

(z)    “ Subsidiary ” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3.   Shares Subject to the Plan .

(a)   Basic Limitation .  Subject to adjustment as provided in Section 15 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and issued under the Plan is seventeen million, five hundred thousand (17,500,000) 1 Shares.  The Shares may be authorized but unissued, conditionally issued or reacquired Shares.

(b)   Shares Returned to Reserve .   Any Shares subject to an Award which for any reason expires or terminates unexercised, is not earned in full or is forfeited shall again become available for issuance under the Plan.  If SARs are exercised, or Restricted Stock Units are settled, then only the number of Shares (if any) actually issued in settlement of such SARs or Restricted Stock Units shall reduce the number of Shares available under Section 3(a) and the balance shall again become available for issuance under the Plan.

(c)   Dividend Equivalents .  Any dividend equivalents paid or credited under the Plan shall not be applied against the number of Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Restricted Stock Units.

4.   Administration of the Plan .

(a)   Procedure .

(i)   Multiple Administrative Bodies .  The Plan may be administered by different Committees with respect to different groups of Service Providers.

1 This number reflects the initial reserve of 7,000,000 million shares, a 2 for 1 share / ADR split effective July 14, 2006, and a 3,500,000 share increase authorized by the Board of Directors on June 23, 2009 and by shareholders on September 1, 2009.

(ii)   Section 162(m) .  To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii)   Rule 16b-3 .  To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 of the U.S. Securities Exchange Act of 1934, as amended, the Plan shall be administered by a Committee of two or more “non-employee directors” within the meaning of  Rule 16b-3.

(iv)   Other Administration .  Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(b)   Powers of the Administrator .  Subject to the express provisions and limitations set forth in this Plan and, in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall be authorized and empowered to do all things necessary or desirable, in its sole discretion, in connection with the administration of the Plan, including, without limitation, the following:

(i)   to determine the Fair Market Value of the Shares, in accordance with Section 2(l) of the Plan;

(ii)   to select the Employees and Directors to whom Awards may be granted hereunder, to determine the timing of any such Awards, and to grant Awards;

(iii)   to determine whether and to what extent Options, SARs, Restricted Shares or Restricted Stock Units, or any combination thereof, are granted hereunder;

(iv)   to determine the number of Shares to be covered by each Award granted hereunder;

(v)   to approve and amend forms of agreements or other documents evidencing Awards made under the Plan (which need not be identical);

(vi)   to grant Awards under this Plan and determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised or vest (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii)   to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;

(viii)   to prescribe, amend and rescind rules and regulations relating to the Plan, including, without limitation, rules and regulations relating to (A) sub-plans established for the purpose of complying with, or qualifying for preferred tax treatment under, the tax laws of any country or jurisdiction

(ix)   where Awards are granted under the Plan and (B) the issuance of Shares hereunder to a depositary to be represented by American Depositary Shares;

(x)   to modify or amend any Award (subject to Section 20(c) of the Plan), including the discretionary authority to accelerate the exercisability or vesting of all or part of any Award or to extend the post-termination exercisability period of Options;

(xi)   to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xii)   to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise or settlement of an Award that number of Shares having a Fair Market Value equal to the amount required to be withheld.  The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(xiii)   to make all other determinations and decisions deemed necessary or advisable for administering the Plan.

(c)   Effect of Administrator’s Decision .  The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.

5.   Eligibility .  Awards may be granted to Employees and Directors.  If otherwise eligible, an Employee or Director who has been granted an Award may be granted additional Awards at the sole discretion of the Administrator.

6.   Limitations .

(a)   No Right to Continued Employment, Future Grants .  Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s employment with the Company or a Subsidiary thereof, nor shall they interfere in any way with the Participant’s right or the Company’s or any Subsidiary’s right to terminate such employment at any time, with or without cause.  A Participant’s rights, if any, in respect of or in connection with any Award is derived solely from the discretionary decision of the Company to permit the individual to participate in the Plan and to benefit from a discretionary Award. By accepting an Award under the Plan, a Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards. Any Award granted under this Plan is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

(b)   Annual Employee Grant Limits . The following limitations shall apply to grants of Awards to Employees:

(i)   No Employee shall be granted, in any fiscal year of the Company, Options or SARs covering more than six million (6,000,000) 2 Shares in the aggregate.

2 This figure reflects the 2 for 1 share / ADR split effective July 14, 2006.

(ii)   No Employee shall be granted, in any fiscal year of the Company, Restricted Shares or Restricted Stock Units covering more than four million (4,000,000) 3 Shares in the aggregate.

(iii)   The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 15.

7.   Effective Date and Expiration of Plan .  The Plan was adopted by the Board of Directors on June 15, 2006 and became effective on June 16, 2006, upon approval of the Plan by the shareholders of the Company. The Plan shall continue in effect until June 16, 2016, unless terminated earlier under Section 20 of the Plan.

8.   Options

(a)   Stock Option Agreement .  Each grant of an Option under the Plan shall be evidenced by an agreement between the Participant  and the Company in such form (including by electronic communications) and such terms, conditions and restrictions as may be approved by the Administrator (the “ Stock Option Agreement ”).  Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan.  The Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or a Nonstatutory Stock Option.  The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b)   Number of Shares .  Each  Stock Option Agreement shall specify the number of Shares subject to the Option and shall provide for the adjustment of such number in accordance with Section 15.

(c)   Option Exercise Price .  The per Share exercise price for which one Share may be purchased upon exercise of an Option shall be determined by the Administrator and set out in the Stock Option Agreement; provided that the per Share exercise price shall in no event be less than 100% of the Fair Market Value of a Share on the date of grant.

(d)   Exercisability and Term .  Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable.  The Stock Option Agreement shall also specify the term of the Option; provided that the term of an Incentive Stock Option shall in no event exceed 10 years from the date of grant.  A Stock Option Agreement may provide for accelerated exercisability in the event of the Participant’s death, disability or retirement or other events.  Options may be awarded in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.

(e)   Buyout Provisions .  The Administrator may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize a Participant to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish.

(f)   Option Exercise Consideration .  The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment.  Such consideration may consist entirely of: (i) cash, (ii) cash equivalents, (iii) full-recourse promissory note, (iv) other Shares that  have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; (v) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, (vi) any combination of the foregoing methods of payment; or (vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.  If the Company is subject to Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended, and if the Participant is a Director or executive officer of the Company, he or she may pay the exercise price with a promissory note only to the extent permitted by Section 13(k).

3 This figure