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LOGITECH INC. DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

LOGITECH INC. DEFERRED COMPENSATION PLAN | Document Parties: LOGITECH INTERNATIONAL SA | LOGITECH INC You are currently viewing:
This Executive Compensation Plan Agreement involves

LOGITECH INTERNATIONAL SA | LOGITECH INC

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Title: LOGITECH INC. DEFERRED COMPENSATION PLAN
Governing Law: California     Date: 1/7/2009
Industry: Computer Peripherals     Sector: Technology

LOGITECH INC. DEFERRED COMPENSATION PLAN, Parties: logitech international sa , logitech inc
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Exhibit 10.1

LOGITECH INC.

DEFERRED COMPENSATION PLAN

Effective January 1, 2009


TABLE OF CONTENTS

 

 

 

 

 

 

ARTICLE 1

  

DEFINITIONS

  

1

 

 

 

ARTICLE 2

  

SELECTION, ENROLLMENT, ELIGIBILITY

  

4

2.1

  

Selection by Committee

  

4

2.2

  

Enrollment and Eligibility Requirements; Commencement of Participation

  

4

 

 

 

ARTICLE 3

  

DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/ COMPANY MATCHING AMOUNTS/ VESTING/CREDITING/TAXES

  

5

3.1

  

Annual Deferral Amount

  

5

3.2

  

Maximum Deferral

  

5

3.3

  

Election to Defer; Effect of Election Form

  

6

3.4

  

Withholding and Crediting of Annual Deferral Amounts

  

6

3.5

  

Company Matching Amount

  

6

3.6

  

Discretionary Company Contribution Amount

  

6

3.7

  

Crediting of Amounts after Benefit Distribution

  

7

3.8

  

Vesting

  

7

3.9

  

Crediting/Debiting of Account Balances

  

7

3.10

  

FICA and Other Taxes

  

8

 

 

 

ARTICLE 4

  

SCHEDULE DISTRIBUTION; UNFORESEEABLE EMERGENCIES

  

8

4.1

  

Scheduled Distribution

  

8

4.2

  

Postponing Scheduled Distributions

  

9

4.3

  

Other Benefits Take Precedence Over Scheduled Distributions

  

9

4.4

  

Unforeseeable Emergencies

  

9

 

 

 

ARTICLE 5

  

TERMINATION BENEFIT

  

10

5.1

  

Termination Benefit

  

10

5.2

  

Payment of Termination Benefit

  

10

 

 

 

ARTICLE 6

  

DISABILITY BENEFIT

  

11

6.1

  

Disability Benefit

  

11

6.2

  

Payment of Disability Benefit

  

11

 

 

 

ARTICLE 7

  

DEATH BENEFIT

  

11

7.1

  

Death Benefit

  

11

7.2

  

Payment of Death Benefit

  

11

 

 

 

ARTICLE 8

  

BENEFICIARY DESIGNATION

  

11

8.1

  

Beneficiary

  

11

8.2

  

Beneficiary Designation; Change; Spousal Consent

  

12

8.3

  

Acknowledgment

  

12

8.4

  

No Beneficiary Designation

  

12

8.5

  

Doubt as to Beneficiary

  

12

8.6

  

Discharge of Obligations

  

12

 

 

 

ARTICLE 9

  

LEAVE OF ABSENCE

  

12

9.1

  

Paid Leave of Absence

  

12

9.2

  

Unpaid Leave of Absence

  

12

9.3

  

Leaves Resulting in Separation From Service

  

13

 

 

 

ARTICLE 10

  

TERMINATION OF PLAN, AMENDMENT OR MODIFICATION

  

13

10.1

  

Termination of Plan

  

13

10.2

  

Amendment

  

13

10.3

  

Effect of Payment

  

13

 

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ARTICLE 11

  

ADMINISTRATION

  

13

11.1

  

Duties

  

13

11.2

  

Agents

  

13

11.3

  

Binding Effect of Decisions

  

14

11.4

  

Indemnity of Committee

  

14

11.5

  

Employer Information

  

14

 

 

 

ARTICLE 12

  

OTHER BENEFITS AND AGREEMENTS

  

14

12.1

  

Coordination with Other Benefits

  

14

 

 

 

ARTICLE 13

  

CLAIMS PROCEDURES

  

14

13.1

  

Presentation of Claim

  

14

13.2

  

Notification of Decision

  

14

13.3

  

Review of a Denied Claim

  

15

13.4

  

Decision on Review

  

15

13.5

  

Legal Action

  

16

 

 

 

ARTICLE 14

  

MISCELLANEOUS

  

16

14.1

  

Status of Plan

  

16

14.2

  

Unsecured General Creditor

  

16

14.3

  

Employer’s Liability

  

16

14.4

  

Nonassignability

  

16

14.5

  

Not a Contract of Employment

  

17

14.6

  

Furnishing Information

  

17

14.7

  

Terms

  

17

14.8

  

Captions

  

17

14.9

  

Governing Law

  

17

14.10

  

Notice

  

17

14.11

  

Successors

  

17

14.12

  

Spouse’s Interest

  

17

14.13

  

Validity

  

18

14.14

  

Incompetent

  

18

14.15

  

Court Order

  

18

14.16

  

Distribution in the Event of Income Inclusion under Code Section 409A

  

18

14.17

  

Deduction Limitation on Benefit Payments

  

18

 

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LOGITECH INC.

DEFERRED COMPENSATION PLAN

Effective January 1, 2009

Purpose

The purpose of this Logitech Inc. Deferred Compensation Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Logitech Inc., a California corporation, and its subsidiaries, if any, that participate in this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. This Plan is intended to comply with all applicable law, including Code Section 409A, and shall be operated and interpreted in accordance with this intention.

This Plan is effective as of January 1, 2009, for the Plan Year January 1, 2009 to December 31, 2009, and for subsequent Plan Years, until terminated.

ARTICLE 1

Definitions

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “ Account Balance ” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of (i) the Deferral Account balance and (ii) the Company Contributions Account balance. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2 “ Annual Deferral Amount ” shall mean that portion of a Participant’s Base Salary, Bonus and Commissions that a Participant defers in accordance with Article 3 for any one Plan Year.

1.3 “ Base Salary ” shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, Bonuses, Commissions, overtime, fringe benefits, stock options and other equity awards, relocation expenses, incentive payments, non-monetary awards, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132, 402(e)(3), 402(h), or 403(b) pursuant to plans or arrangements established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. Notwithstanding anything in this Plan to the contrary, “Base Salary” shall not include any amount paid pursuant to a disability plan or pursuant to a disability insurance policy.

1.4 “ Beneficiary ” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 8, that are entitled to receive benefits under this Plan upon the death of a Participant.

 

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1.5 “ Beneficiary Designation Form ” shall mean the form, which may be in electronic format, that a Participant completes to designate one or more Beneficiaries in accordance with such procedures established by the Company.

1.6 “ Benefit Distribution Date ” shall mean the date that the distribution of all or a portion of a Participant’s vested Account Balance becomes payable under the Plan. A Participant’s Benefit Distribution Date shall be determined based on the event giving rise to the distribution as more fully described in Articles 4 through 7.

1.7 “ Board ” shall mean the board of directors of the Company.

1.8 “ Bonus ” shall mean any compensation, earned and payable to a Participant under any incentive pay program other than those programs designated by the Company as ineligible for deferral under the Plan.

1.9 “ Claimant ” shall have the meaning set forth in Section 13.1.

1.10 “ Code ” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time. The definition of “Code” shall also include related guidance, rules and regulations issued by the U.S. Department of the Treasury and Internal Revenue Service thereunder.

1.11 “ Commissions ” shall mean pay other than Base Pay or Bonuses which is designated as commission payments under an Employer’s payroll systems.

1.12 “ Committee ” shall mean the Company’s 401(k) Plan Administration Committee.

1.13 “ Company ” shall mean Logitech Inc., a California corporation, and any successor to all or substantially all of the Company’s assets or business.

1.14 “ Company Contributions Account ” shall mean (i) the sum of all of a Participant’s Company Matching Amounts, plus (ii) the sum of all Discretionary Company Contributions, plus (iii) amounts credited or debited to the Participant’s Company Contributions Account in accordance with this Plan, less (iv) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contributions Account.

1.15 “ Company Matching Amount ” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.16 “ Controlled Group ” means each Employer and each other entity that is included in the definition of “service recipient” set forth in the regulations under Section 409A of the Code.

1.17 “ Death Benefit ” shall mean the benefit set forth in Article 7.

1.18 “ Deferral Account ” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.19 “ Disability ” or “ Disabled ” shall have the meaning set forth in Code Section 409A.

1.20 “ Disability Benefit ” shall mean the benefit set forth in Article 6.

 

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1.21 “ Discretionary Company Contribution Amount ” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.22 “ Effective Date” shall mean January 1, 2009.

1.23 “ Election Form ” shall mean the form, which may be in electronic format, that a Participant completes in accordance with such procedures established by the Company.

1.24 “ Employee ” shall mean a person who is an employee of any Employer.

1.25 “ Employer(s) ” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Committee to participate in the Plan and have adopted the Plan as a participating Employer.

1.26 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.27 “ 401(k) Plan ” shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.28 “ Installment Method ” shall be an installment payment over the number of years selected by the Participant in accordance with this Plan. Such amounts shall be paid in quarterly, semi-annual or annual payments (over a period not to exceed ten (10) years). The amount of each installment shall be calculated by dividing the amount then subject to the installment payment by the number of installments then remaining to be made. The amount subject to installment payments that has not yet been paid shall continue to be credited/debited with additional amounts in accordance with Section 3.9. For purposes of this Plan, the right to receive benefit payments in installment payments shall be treated as the entitlement to a single payment.

1.29 “ Participant ” shall mean any Employee who is on the United States payroll of an Employer and (i) who is selected to participate in the Plan, (ii) who submits an executed Plan Agreement and Election Form, and (iii) whose Plan Agreement has not terminated.

1.30 “ Plan ” shall mean the Logitech Inc. Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.31 “ Plan Agreement ” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.

1.32 “ Plan Year ” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

 

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1.33 “ Scheduled Distribution ” shall mean the distribution set forth in Section 4.1.

1.34 “ Termination Benefit ” shall mean the benefit set forth in Article 5 which shall be paid following a Participant’s Termination of Employment.

1.35 “ Termination of Employment ” shall mean a “separation from service” with all members of the Controlled Group, voluntarily or involuntarily, for any reason other than Disability or death, as determined in accordance with Code Section 409A.

1.36 “ Unforeseeable Emergency ” shall mean a severe financial hardship of the Participant or his or her Beneficiary resulting from (i) an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s dependent (as defined in Code Section 152(a)), (ii) a loss of the Participant’s or Beneficiary’s property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or the Participant’s Beneficiary.

ARTICLE 2

Selection, Enrollment, Eligibility

2.1 Selection by Committee . Participation in the Plan shall be limited to a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2 Enrollment and Eligibility Requirements; Commencement of Participation . As a condition to participation, except as provided in Sections 2.2(b) and 2.2(c) below, each selected Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete a Plan Agreement and an Election Form, prior to the first day of such Plan Year, or such other earlier deadline as may be established by the Committee in its sole discretion.

(a) Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including completing all required documents within the specified time period(s).

(b) A newly hired Employee who is selected to participate in the Plan who first becomes a Participant after the beginning of a Plan Year must complete a Plan Agreement and an Election Form within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Company, in its sole discretion, in order to participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to Section 2.2(a) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary or Commissions that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A. Section 3.2(b) shall apply to Bonuses for performance periods that commence within the first Plan Year in which such person is eligible to participate.

(c) A newly eligible Employee who is selected to participate in the Plan as a result of a promotion, or other change in employment status resulting in the individual first being eligible to participate in the Plan after the beginning of a Plan Year, must complete a Plan Agreement and an Election Form within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other earlier deadline as may be established by the Company, in its sole discretion, in order to

 

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participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Company pursuant to Section 2.2(a) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary or Commissions that are paid with respect to services performed prior to his or her participation commencement date, except to the extent permissible under Code Section 409A. Section 3.2(b) shall apply to Bonuses for performance periods that commence within the first Plan Year in which such person is eligible to participate.

(d) If an Employee fails to meet all requirements contained in this Section 2.2 within the period(s) required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

ARTICLE 3

Deferral Commitments/Company Contribution Amounts/

Company Matching Amounts/ Vesting/Crediting/Taxes

3.1 Annual Deferral Amount . For each Plan Year, a Participant may elect to defer as his or her Annual Deferral Amount, Base Salary, Bonus and/or Commissions pursuant to such rules as may be established by the Committee in accordance with Code Section 409A. Such Annual Deferral Amount may be subject to a minimum deferral amount established by the Committee.

3.2 Maximum Deferral .

(a) Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus and/or Commissions, pursuant to such rules as may be established by the Committee, up to the following maximum percentages for each deferral elected:

 

 

 

 

 

Deferral

  

Maximum Percentage

 

Base Salary

  

80

%

Bonus

  

90

%

Commissions

  

90

%

However, no election shall be effective to reduce the compensation paid to a Participant for a Plan Year to an amount that is less than the amount necessary to pay applicable employment taxes (e.g., FICA, hospital insurance, SDI) payable with respect to amounts deferred under this Plan, amounts necessary to satisfy any other benefit plan withholding obligations, any resulting income taxes payable with respect to compensation that cannot be so deferred, and any amounts necessary to satisfy any wage garnishment or similar type obligations.

(b) Short Plan Year . Notwithstanding the provisions of paragraph (a) above, if a Participant first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits a Plan Agreement and Election Form, except to the extent permissible under Code Section 409A. Solely to the extent required under Code Section 409A, with respect to a Bonus that is earned based upon the fiscal year of the Company or another specified performance period, the deferral election of a Participant who first becomes a Participant after the first day of a Plan Year will apply to the portion of such Bonus that is equal to (i) the total amount of such Bonus for the performance period, multiplied by (ii) a fraction, the numerator of which is the number of days remaining in the performance period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

 

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3.3 Election to Defer; Effect of Election Form .

(a) Initial Plan Year . In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Company deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed by the Participant, in accordance with Section 2.2 above.

(b) General Timing Rule for Deferral Elections in Subsequent Plan Years . For each succeeding Plan Year, a Participant may elect to defer Base Salary, Bonus and Commissions, and make such other elections as the Committee deems necessary or desirable under the Plan by timely completing a new Election Form, in accordance with the Company’s rules and procedures, before December 31 st preceding the Plan Year in which such compensation is earned, or before such other deadline established in accordance with the requirements of Code Section 409A. In the case of Bonuses, a deferral election shall only apply to Bonuses paid for performance periods commencing within the Plan Year to which such deferral election applies. Any deferral election(s) made in accordance with this Section 3.3(b) shall be irrevocable; provided, however, that if the Company permits Participants to make deferral elections for “Performance-Based Compensation” (as defined in paragraph (c) below) by the deadline(s) described above, it may, in its sole discretion, and in accordance with Code Section 409A, permit a Participant to subsequently change his or her deferral election for such compensation by submitting an Election Form no later than the deadline established by the Company pursuant to Section 3.3(c) below.

(c) Performance-Based Compensation . Notwithstanding the provisions of paragraph (a) and (b) above, with respect to Bonus compensation that also qualifies as “Performance-Based Compensation,” the Company may, in its sole discretion, permit an irrevocable deferral election pertaining to such Performance-Based Compensation to be made by timely delivering an Election Form to the Company, in accordance with its rules and procedures, no later than six (6) months before the end of the performance service period and in accordance with Code Section 409A. For this purpose, “Performance-Based Compensation” shall be compensation, the payment or amount of which is contingent on pre-established organizational or individual performance criteria, which satisfies the requirements of Code Section 409A.

3.4 Withholding and Crediting of Annual Deferral Amounts . For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus and Commissions portion of the Annual Deferral Amount shall be withheld at the time the Bonus and Commissions would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a Participant’s Deferral Account.

3.5 Company Matching Amount . A Participant’s Company Matching Amount (if any) for any Plan Year shall be an amount determined by the Committee, in its sole discretion, based on the amount of deferrals to this Plan and credited to a Participant. The amount (if any) credited to a Participant under this Plan for any Plan Year may be smaller or larger than the amount credited to any other Participant.

3.6 Discretionary Company Contribution Amount . A Participant’s Discretionary Company Contribution Amount (if any) for any Plan Year shall be an amount determined by the Committee, in its sole discretion and credited to a Participant. The amount (if any) credited to a Participant under this Plan for any Plan Year may be smaller or larger than the amount credited to any other Participant.

 

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3.7 Crediting of Amounts after Benefit Distribution . Subject to the requirements of Section 409A of the Code and notwithstanding any provision in this Plan to the contrary, should the complete distribution of a Participant’s vested Account Balance occur prior to the date on which any portion of (i) the Annual Deferral Amount that a Participant has elected to defer in accordance with Section 3.3, (ii) the Company Matching Amount (if any) or (iii) the Discretionary Company Contribution Amount (if any), would otherwise be credited to the Participant’s Account Balance, such amounts shall not be credited to the Participant’s Account Balance, but shall be paid to the Participant.

3.8 Vesting . A Participant shall at all times be 100% vested in his or her Account Balance unless otherwise specified in the Participant’s Plan Agreement, employment agreement or any other agreement entered into between the Participant and his or her Employer, or specified at the time the Committee determines to make a Company Matching Amount or a Discretionary Company Contribution Amount pursuant to Sections 3.5 and 3.6.

3.9 Crediting/Debiting of Account Balances . In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a) Measurement Funds . The Participant may elect one or more of the measurement funds selected by the Committee, (the “ Measurement Funds ”) for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund.

(b) Election of Measurement Funds . A Participant, in connection with his or her initial deferral election in accordance with Section 3.3(a) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.9(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall be allocated into the Measurement Fund(s), as determined by the Committee, in its sole discretion. The Participant may (but is not required to) elect, by completing an Election Form in accordance with such rules and procedures established by the Committee, to add or delete one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicabl


 
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