LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

EXHIBIT 10.3

LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

      This Performance Restricted Stock Unit Agreement (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:

2. Vesting, Performance Conditions and Adjustment .

      (a) Vesting . As soon as reasonably practicable after the close of the Performance Period, the Compensation Committee of the Company’s Board of Directors (the “ Committee ”) shall determine the vested percentage of the total number of Restricted Stock Units granted, and upon such determination the corresponding vested percentage of the total number of Restricted Stock Units granted shall vest. Such percentage shall be calculated pursuant to the following table:

The vested percentage attributable to a TSR Percentile Rank between the 40 ^th and 60 ^th percentiles, or between the 60 ^th and 75 ^th percentiles, shall be determined by straight-line interpolation. In no event shall any Restricted Stock Units vest under this Section 2 after the Participant’s termination of Service.

      (b) TSR Percentile Rank . The term “TSR Percentile Rank” shall mean the Company’s TSR for the Performance Period expressed as a percentile rank relative to the TSR for the Performance Period of all companies included in the NASDAQ 100 Index as of the close of the Performance Period. The term “TSR” shall mean the quotient of (i) the Average Price of the applicable issuer’s Shares at the end of the Performance Period minus the Average Price of such issuer’s Shares at the beginning of the Performance Period plus any ordinary or extraordinary dividends paid by such issuer during the Performance Period divided by (ii) the Average Price of such issuer’s Shares at the beginning of the Performance Period. TSR expressed as a formula shall be as follows:

           TSR = ( Average Price _end − Average Price _begin + Dividends ) / Average Price _begin

“Average Price” shall mean the average closing price over the 30 consecutive trading days ending with (and including) the applicable day. In calculating TSR, all dividends shall be assumed to have been reinvested in Shares when paid.

      (c) Committee Determination . The Committee shall determine the Company’s TSR Percentile Rank, and its determination shall be conclusive and binding on the Participant and the Company. The Committee, at its sole discretion, may make appropriate adjustments in the vesting conditions set forth in Subsection (a) above in order to account for extraordinary events.

3. Change in Control .

      (a) Acceleration of Vesting . The Restricted Stock Units subject to this Award shall immediately vest if (i) the Company is subject to a Change in Control before a Separation from Service occurs and (ii) within 12 months after such Change in Control a Separation from Service occurs because (A) the Participant’s Service is terminated by the Company without Cause or (B) the Participant resigns for Good Reason. The vested percentage of such Restricted Stock Units shall be determined pursuant to Subsection (b) below.

      (b) Vested Percentage . If Subsection (a) above applies, the vested percentage of the Restricted Stock Units shall be determined as soon as reasonably practicable after the Separation from Service. If the Change in Control occurred within 12 months after the Grant Date set forth in Section 1 (the “ Grant Date ”), then the vested percentage of the Restricted Stock Units shall be 100%. If the Change in Control occurred more than 12 months after the Grant Date, then the vested percentage of the Restricted Stock Units shall be determined pursuant to Section 2 as if the Performance Period had ended on the date of the Change in Control. The Compensation Committee of the Board of Directors of the Company’s successor (the “ Successor Committee ”) shall determine the Company’s TSR Percentile Rank as of the date of the Change in Control, and its determination shall be conclusive and binding on the Participant and the Company’s successor. The Successor Committee, at its sole discretion, may make appropriate adjustments in the vesting conditions set forth in Section 2(a) above in order to account for extraordinary events, including (without limitation) any effects related to the Change in Control.

      (c) Effect of Merger . In the event that the Company is a party to a merger, consolidation or reorganization, the Restricted Stock Units subject to this Award shall be subject to Section 16 of the Plan; provided that any action taken pursuant to Section 16 of the Plan shall either (i) preserve the exemption of this Award from Section 409A of the Code or (ii) comply with Section 409A of the Code.

      (d) Definitions . The following definitions shall apply for purposes of this Section 3:

      (i) Cause . The term “Cause” shall mean (A) any act of personal dishonesty taken by the Participant in connection with his or her responsibilities as a Participant that is intended to result in substantial personal enrichment of the Participant, (B) the Participant’s conviction of a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (C) a willful act by the Participant that constitutes misconduct and is injurious to the Company or (D) continued willful violations by the Participant of the Participant’s obligations to the Company after there has been delivered to the Participant a written demand for performance from the Company that describes the basis for the Company’s belief that the Participant has not substantially performed his or her duties. 

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      (ii) Change in Control . The term “Change in Control” shall mean the occurrence of any of the following events:

      (A) A merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

      (B) The complete liquidation of the Company;

      (C) The sale or other disposition by the Company of all or substantially all of the Company’s assets; or

      (D) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”)) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities.

      (iii) Good Reason . The term “Good Reason” shall mean (A) a substantial reduction of the facilities and perquisites (including office space and location) available to the Participant immediately prior to such reduction, without the Participant’s express written consent and without good business reasons, (B) a material reduction of the Participant’s base salary, (C) a material reduction in the kind or level of Participant benefits to which the Participant is entitled immediately prior to such reduction, with the result that the Participant’s overall benefits package is significantly reduced, (D) the relocation of the Participant to a facility or location more than 30 miles from his or her current location, without the Participant’s express written consent, or (E) the Company’s failure to obtain the assumption by any successor of the Company of the Change of Control Severance Agreement between the Participant, the Company and Logitech Inc. Clause (C) above shall not apply in the event of any reduction of the amount of the bonus actually paid but shall apply in the event of a material reduction of the target bonus or bonus opportunity. A condition shall not be considered “Good Reason” unless the Participant gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving the Participant’s written notice.

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      (iv) Separation from Service . The term “Separation from Service” shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code.

4. Settlement of Vested Restricted Stock Units .

      (a) Time of Settlement . The Participant’s vested Restricted Stock Units shall be settled on the first Permissible Trading Day after the vested percentage of the Restricted Stock Units originally subject to this Agreement has been determined pursuant to Section 2 or 3. The foregoing notwithstanding, Restricted Stock Units shall in no event be settled later than the later of (i) the March 15 of the calendar year after the calendar year in which the vested percentage of such Restricted Stock Units was determined or (ii) the June 15 of the Company’s fiscal year after the fiscal year in which the vested percentage of such Restricted Stock Units was determined. At the time of settlement, the Participant shall receive one Share for each vested Restricted Stock Unit, net of applicable withholdings. The Company in its discretion may designate a brokerage firm to assist with settlement of Restricted Stock Units, or as the sole means for settlement of Restricted Stock Units.

      (b) Permissible Trading Day . The term “Permissible Trading Day” shall mean a day that satisfies each of the following requirements:

      (i) The Nasdaq Stock Market is open for trading on such day;

      (ii) The Participant is permitted to sell Shares on such day without incurring liability under Section 16(b) of the Act;

      (iii) Either (A) the Participant is not in possession of material non-public inf