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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number: 0-29174
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
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Canton of Vaud, |
Switzerland |
None |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Logitech International S.A.
EPFL - Quartier de l'Innovation
1015 Lausanne, Switzerland
c/o Logitech Inc.
3930 North First Street
San Jose, California 95134
(Address of principal executive offices and zip code)
(510) 795-8500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Registered Shares |
LOGN |
SIX Swiss Exchange |
| Registered Shares |
LOGI |
Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer |
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ý |
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Smaller reporting company |
☐ |
| Accelerated filer |
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☐ |
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Emerging Growth Company |
☐ |
| Non-accelerated filer |
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☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
As of July 16, 2025, there were 147,296,376 shares of the Registrant’s share capital outstanding.
TABLE OF CONTENTS
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Page |
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| Part I |
FINANCIAL INFORMATION |
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In this document, unless otherwise indicated, references to the “Company,” “Logitech,” "we," "our," and "us" are to Logitech International S.A. and its consolidated subsidiaries. Unless otherwise specified, all references to U.S. Dollar, Dollar or $ are to the United States Dollar, the legal currency of the United States of America. All references to CHF are to the Swiss Franc, the legal currency of Switzerland.
Logitech, the Logitech logo, and the Logitech products referred to herein are either the trademarks or the registered trademarks of Logitech. All other trademarks are the property of their respective owners.
Our fiscal year ends on March 31. Interim quarters are generally thirteen-week periods, each ending on a Friday of each quarter. The first quarter of fiscal year 2026 ended on June 27, 2025. The same quarter in the prior fiscal year ended on June 28, 2024. For purposes of presentation, we have indicated our quarterly periods end on the last day of the calendar quarter.
The term “sales” means net sales, except as otherwise specified.
We make available, free of charge on our website, access to our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we file or furnish them electronically with the Securities and Exchange Commission ("SEC").
Recordings of our earnings videoconferences and certain events we participate in or host, with members of the investment community are posted on our investor relations website at https://ir.logitech.com. Additionally, we provide notifications of news or announcements regarding our operations and financial performance, including SEC filings, investor events, and press and earnings releases as part of our investor relations website. We intend to use our investor relations website as means of disclosing material nonpublic information and for complying with our disclosure obligations under Regulation FD. Our corporate governance information also is available on our investor relations website.
All references to our websites are intended to be inactive textual references only, and the contents of such websites do not constitute a part of and are not intended to be incorporated into this Quarterly Report on Form 10-Q.
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
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Three Months Ended June 30, |
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2025 |
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2024 |
| Net sales |
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$ |
1,147,703 |
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$ |
1,088,217 |
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| Cost of goods sold |
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666,592 |
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619,517 |
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| Amortization of intangible assets |
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2,149 |
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2,442 |
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| Gross profit |
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478,962 |
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466,258 |
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| Operating expenses: |
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| Marketing and selling |
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195,796 |
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196,905 |
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| Research and development |
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74,587 |
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75,307 |
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| General and administrative |
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41,797 |
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37,458 |
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| Amortization of intangible assets and acquisition-related costs |
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2,646 |
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2,703 |
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| Restructuring charges, net |
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2,042 |
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386 |
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| Total operating expenses |
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316,868 |
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312,759 |
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| Operating income |
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162,094 |
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153,499 |
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| Interest income |
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11,229 |
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15,790 |
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| Other income (expense), net |
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1,162 |
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(1,898) |
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| Income before income taxes |
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174,485 |
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167,391 |
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| Provision for income taxes |
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28,470 |
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25,558 |
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| Net income |
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$ |
146,015 |
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$ |
141,833 |
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| Net income per share: |
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| Basic |
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$ |
0.99 |
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$ |
0.93 |
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| Diluted |
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$ |
0.98 |
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$ |
0.92 |
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| Weighted average shares used to compute net income per share: |
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| Basic |
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147,864 |
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153,300 |
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| Diluted |
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149,053 |
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154,978 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(unaudited)
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Three Months Ended June 30, |
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2025 |
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2024 |
| Net income |
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$ |
146,015 |
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$ |
141,833 |
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| Other comprehensive income (loss): |
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| Currency translation gain (loss): |
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| Currency translation gain (loss), net of taxes |
|
27,293 |
|
|
(5,219) |
|
|
|
|
|
|
| Defined benefit plans: |
|
|
|
|
|
|
|
|
|
| Reclassification of amortization included in other income (expense), net |
|
(157) |
|
|
(200) |
|
| Hedging gain (loss): |
|
|
|
|
| Deferred hedging gain (loss), net of taxes |
|
(12,349) |
|
|
1,582 |
|
| Reclassification of hedging loss (gain) included in cost of goods sold |
|
2,002 |
|
|
(733) |
|
| Total other comprehensive income (loss) |
|
16,789 |
|
|
(4,570) |
|
| Total comprehensive income |
|
$ |
162,804 |
|
|
$ |
137,263 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
March 31, 2025 |
| Assets |
|
|
|
|
| Current assets: |
|
|
|
|
| Cash and cash equivalents |
|
$ |
1,487,822 |
|
|
$ |
1,503,205 |
|
| Accounts receivable, net |
|
636,523 |
|
|
454,546 |
|
| Inventories |
|
499,770 |
|
|
503,747 |
|
| Other current assets |
|
154,106 |
|
|
131,211 |
|
| Total current assets |
|
2,778,221 |
|
|
2,592,709 |
|
| Non-current assets: |
|
|
|
|
| Property, plant and equipment, net |
|
116,103 |
|
|
113,858 |
|
| Goodwill |
|
465,790 |
|
|
463,230 |
|
| Other intangible assets, net |
|
20,324 |
|
|
24,630 |
|
Other assets |
|
362,525 |
|
|
344,077 |
|
| Total assets |
|
$ |
3,742,963 |
|
|
$ |
3,538,504 |
|
| Liabilities and Shareholders’ Equity |
|
|
|
|
| Current liabilities: |
|
|
|
|
| Accounts payable |
|
$ |
549,936 |
|
|
$ |
414,586 |
|
| Accrued and other current liabilities |
|
672,788 |
|
|
686,503 |
|
| Total current liabilities |
|
1,222,724 |
|
|
1,101,089 |
|
| Non-current liabilities: |
|
|
|
|
| Income taxes payable |
|
97,074 |
|
|
88,483 |
|
Other non-current liabilities |
|
235,913 |
|
|
221,512 |
|
| Total liabilities |
|
1,555,711 |
|
|
1,411,084 |
|
| Commitments and contingencies (Note 10) |
|
|
|
|
| Shareholders’ equity: |
|
|
|
|
|
Registered shares, CHF 0.25 par value
Issued shares: 168,994 at June 30, 2025 and March 31, 2025
|
|
29,432 |
|
|
29,432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional paid-in capital |
|
64,604 |
|
|
82,591 |
|
|
Shares in treasury, at cost
Treasury shares: 21,443 and 20,485 at June 30, 2025 and March 31, 2025, respectively
|
|
(1,536,190) |
|
|
(1,464,912) |
|
| Retained earnings |
|
3,759,569 |
|
|
3,627,261 |
|
| Accumulated other comprehensive loss |
|
(130,163) |
|
|
(146,952) |
|
| Total shareholders’ equity |
|
2,187,252 |
|
|
2,127,420 |
|
| Total liabilities and shareholders’ equity |
|
$ |
3,742,963 |
|
|
$ |
3,538,504 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
| |
|
2025 |
|
2024 |
|
|
|
|
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
| Net income |
|
$ |
146,015 |
|
|
$ |
141,833 |
|
|
|
|
|
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation |
|
15,064 |
|
|
14,506 |
|
|
|
|
|
| Amortization of intangible assets |
|
4,795 |
|
|
5,079 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss on investments |
|
393 |
|
|
1,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based compensation expense |
|
32,828 |
|
|
23,405 |
|
|
|
|
|
| Deferred income taxes |
|
12,113 |
|
|
11,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
|
(25) |
|
|
(24) |
|
|
|
|
|
| Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable, net |
|
(166,767) |
|
|
(53,952) |
|
|
|
|
|
| Inventories |
|
17,304 |
|
|
(39,095) |
|
|
|
|
|
| Other assets |
|
(19,817) |
|
|
4,907 |
|
|
|
|
|
| Accounts payable |
|
135,003 |
|
|
109,028 |
|
|
|
|
|
| Accrued and other liabilities |
|
(51,861) |
|
|
(42,506) |
|
|
|
|
|
| Net cash provided by operating activities |
|
125,045 |
|
|
176,029 |
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
| Purchases of property, plant and equipment |
|
(16,276) |
|
|
(14,586) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchases of deferred compensation investments |
|
(3,261) |
|
|
(695) |
|
|
|
|
|
| Proceeds from sales of deferred compensation investments |
|
1,738 |
|
|
738 |
|
|
|
|
|
| Other investing activities |
|
(301) |
|
|
(816) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
|
(18,100) |
|
|
(15,359) |
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Purchases of registered shares |
|
(121,657) |
|
|
(130,899) |
|
|
|
|
|
| Proceeds from exercises of stock options and purchase rights |
|
3,262 |
|
|
4,618 |
|
|
|
|
|
| Tax withholdings related to net share settlements of restricted stock units |
|
(16,038) |
|
|
(18,853) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash used in financing activities |
|
(134,433) |
|
|
(145,134) |
|
|
|
|
|
| Effect of exchange rate changes on cash and cash equivalents |
|
12,105 |
|
|
(1,998) |
|
|
|
|
|
| Net increase (decrease) in cash and cash equivalents |
|
(15,383) |
|
|
13,538 |
|
|
|
|
|
| Cash and cash equivalents, beginning of the period |
|
1,503,205 |
|
|
1,520,842 |
|
|
|
|
|
| Cash and cash equivalents, end of the period |
|
$ |
1,487,822 |
|
|
$ |
1,534,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Supplementary Cash Flow Disclosures: |
|
|
|
|
|
|
|
|
| Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
| Property, plant and equipment purchased during the period and included in period end liability accounts |
|
$ |
8,565 |
|
|
$ |
8,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets obtained in exchange for operating lease liabilities |
|
$ |
1,221 |
|
|
$ |
4,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Supplemental cash flow information: |
|
|
|
|
|
|
|
|
| Income taxes paid, net |
|
$ |
28,772 |
|
|
$ |
10,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands, except per share amounts)
(unaudited)
Three Months Ended June 30, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss |
|
Total Shareholders’ Equity |
| |
Registered Shares |
|
|
Treasury Shares |
|
Retained Earnings |
|
|
| |
Shares |
|
Amount |
|
|
Shares |
|
Amount |
|
|
|
| March 31, 2025 |
168,994 |
|
|
$ |
29,432 |
|
|
$ |
82,591 |
|
|
20,485 |
|
|
$ |
(1,464,912) |
|
|
$ |
3,627,261 |
|
|
$ |
(146,952) |
|
|
$ |
2,127,420 |
|
| Total comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
146,015 |
|
|
16,789 |
|
|
162,804 |
|
| Purchases of registered shares |
— |
|
|
— |
|
|
— |
|
|
1,531 |
|
|
(124,135) |
|
|
— |
|
|
— |
|
|
(124,135) |
|
| Sales of shares upon exercise of stock options and purchase rights |
— |
|
|
— |
|
|
(479) |
|
|
(41) |
|
|
3,741 |
|
|
— |
|
|
— |
|
|
3,262 |
|
| Issuance of shares upon vesting of restricted stock units |
— |
|
|
— |
|
|
(51,447) |
|
|
(532) |
|
|
49,116 |
|
|
(13,707) |
|
|
— |
|
|
(16,038) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based compensation |
— |
|
|
— |
|
|
33,939 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
33,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, 2025 |
168,994 |
|
|
$ |
29,432 |
|
|
$ |
64,604 |
|
|
21,443 |
|
|
$ |
(1,536,190) |
|
|
$ |
3,759,569 |
|
|
$ |
(130,163) |
|
|
$ |
2,187,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
Additional Paid-in Capital |
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss |
|
Total Shareholders’ Equity |
| |
Registered Shares |
|
|
Treasury Shares |
|
Retained Earnings |
|
|
| |
Shares |
|
Amount |
|
|
Shares |
|
Amount |
|
|
|
| March 31, 2024 |
173,106 |
|
|
$ |
30,148 |
|
|
$ |
63,524 |
|
|
19,243 |
|
|
$ |
(1,351,336) |
|
|
$ |
3,602,519 |
|
|
$ |
(111,202) |
|
|
$ |
2,233,653 |
|
| Total comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
141,833 |
|
|
(4,570) |
|
|
137,263 |
|
| Purchases of registered shares |
— |
|
|
— |
|
|
— |
|
|
1,444 |
|
|
(132,132) |
|
|
— |
|
|
— |
|
|
(132,132) |
|
| Sales of shares upon exercise of stock options and purchase rights |
— |
|
|
— |
|
|
(1,539) |
|
|
(57) |
|
|
6,157 |
|
|
— |
|
|
— |
|
|
4,618 |
|
| Issuance of shares upon vesting of restricted stock units |
— |
|
|
— |
|
|
(29,335) |
|
|
(540) |
|
|
59,260 |
|
|
(48,778) |
|
|
— |
|
|
(18,853) |
|
| Share-based compensation |
— |
|
|
— |
|
|
24,386 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
24,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, 2024 |
173,106 |
|
|
$ |
30,148 |
|
|
$ |
57,036 |
|
|
20,090 |
|
|
$ |
(1,418,051) |
|
|
$ |
3,695,574 |
|
|
$ |
(115,772) |
|
|
$ |
2,248,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
LOGITECH INTERNATIONAL S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 — The Company and Summary of Significant Accounting Policies and Estimates
The Company
Logitech International S.A., together with its consolidated subsidiaries ("Logitech" or the "Company"), designs software-enabled hardware solutions that help businesses thrive and bring people together when working, creating, and gaming. As the point of connection between people and the digital world, the Company's mission is to extend human potential in work and play, in a way that is good for people and the planet.
The Company sells its products to a broad range of international customers, including direct sales to retailers, e-tailers, businesses large and small and end consumers through the Company's e-commerce platform, and indirect sales to end customers through distributors.
Logitech was founded in Switzerland in 1981 and Logitech International S.A. has been the parent holding company of Logitech since 1988. Logitech International S.A. is a Swiss holding company with its registered office in Hautemorges, Switzerland, and headquarters in Lausanne, Switzerland, which conducts its business through subsidiaries in the Americas, Europe, Middle East and Africa ("EMEA") and Asia Pacific. Shares of Logitech International S.A. are listed on both the SIX Swiss Exchange under the trading symbol LOGN and the Nasdaq Global Select Market under the trading symbol LOGI.
Basis of Presentation
The condensed consolidated financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and therefore do not include all the information required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2025, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on May 23, 2025.
In the opinion of management, these condensed consolidated financial statements include all adjustments, consisting of only normal and recurring adjustments, necessary and in all material aspects, for a fair statement of the results of operations, comprehensive income, financial position, cash flows and changes in shareholders' equity for the periods presented. Operating results for the three months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2026, or any future periods.
Changes in Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies during the three months ended June 30, 2025 compared with the significant accounting policies described in its Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Significant estimates and assumptions made by management involve the fair value of goodwill and intangible assets acquired from business acquisitions, pension obligations, accruals for customer incentives, cooperative marketing, and pricing programs and related breakage when appropriate, inventory valuation, share-based compensation expense, uncertain tax positions, and valuation allowances for deferred tax assets. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results could differ materially from those estimates.
Risks and Uncertainties
Impacts of Macroeconomic and Geopolitical Conditions on the Company's Business
In 2025, the United States introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, with certain exemptions. These tariff policies in the U.S. and responsive policies enacted in other countries are evolving. The incremental tariffs have had and may continue to have an adverse impact on the Company's result of operations. In addition, the Company's business has continued to be impacted by ongoing macroeconomic and geopolitical conditions. These conditions include inflation, interest rate and foreign currency fluctuations, uncertainty in consumer and enterprise demand, low economic growth in certain regions, changes in fiscal policies and geopolitical conflicts.
The global and regional economic and political conditions, as well as changes in trade policies, have caused and may continue to cause volatility in demand for the Company's products as well as the cost of tariffs, materials and logistics, and transportation delays, and as a result have impacted and may continue to impact the pricing of the Company's products, product availability and the Company's results of operations.
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires additional disclosures related to rate reconciliation, income taxes paid, and other disclosures. Under ASU 2023-09, for each annual period presented, public entities are required to (1) disclose specific categories in the tabular rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires all reporting entities to disclose on an annual basis the amount of income taxes paid disaggregated by federal, state, and foreign taxes as well as the amount of income taxes paid by individual jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 and can be applied on a prospective basis with an option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires all public entities to disclose in the notes to the financial statements the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. ASU 2024-03 can be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
Note 2 — Net Income Per Share
The following table summarizes the computations of basic and diluted net income per share for the three months ended June 30, 2025 and 2024 (in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
| |
|
2025 |
|
2024 |
| Net income |
|
$ |
146,015 |
|
|
$ |
141,833 |
|
|
|
|
|
|
| Shares used in net income per share computation: |
|
|
|
|
| Weighted average shares outstanding - basic |
|
147,864 |
|
|
153,300 |
|
| Effect of potentially dilutive equivalent shares |
|
1,189 |
|
|
1,678 |
|
| Weighted average shares outstanding - diluted |
|
149,053 |
|
|
154,978 |
|
|
|
|
|
|
| Net income per share: |
|
|
|
|
| Basic |
|
$ |
0.99 |
|
|
$ |
0.93 |
|
| Diluted |
|
$ |
0.98 |
|
|
$ |
0.92 |
|
Share equivalents attributable to outstanding stock options, restricted stock units, and employee share purchase plans totaling 1.6 million and 1.1 million for the three months ended June 30, 2025 and 2024, respectively, were excluded from the calculation of diluted net income per share because their effect would have been antidilutive. A small number of performance-based restricted stock units were not included in the dilutive net income per share calculation because all necessary conditions had not been satisfied by the end of the respective period, and those shares were not issuable if the end of the reporting period were the end of the performance contingency period.
Note 3 — Employee Benefit Plans
Employee Share Purchase Plans and Stock Incentive Plans
As of June 30, 2025, the Company offers the 2006 Employee Share Purchase Plan (Non-U.S.), as amended and restated, the 1996 Employee Share Purchase Plan (U.S.), as amended and restated, and the 2006 Stock Incentive Plan, as amended and restated. Shares issued to employees as a result of purchases or exercises under these plans are generally issued from shares held in treasury stock.
The following table summarizes share-based compensation expense and total income tax benefit recognized for the three months ended June 30, 2025 and 2024 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
| |
|
2025 |
|
2024 |
| Cost of goods sold |
|
$ |
2,380 |
|
|
$ |
2,598 |
|
| Marketing and selling |
|
13,930 |
|
|
11,851 |
|
| Research and development |
|
6,351 |
|
|
5,739 |
|
| General and administrative |
|
10,167 |
|
|
3,217 |
|
|
|
|
|
|
| Total share-based compensation expense |
|
32,828 |
|
|
23,405 |
|
| Income tax benefit |
|
(4,906) |
|
|
(7,602) |
|
| Total share-based compensation expense, net of income tax benefit |
|
$ |
27,922 |
|
|
$ |
15,803 |
|
The income tax benefit in the respective periods primarily consisted of tax benefits related to the share-based compensation expense for the period and direct tax benefit realized, including net excess tax benefits recognized from share-based awards vested or exercised during the period.
Share-based compensation costs capitalized as part of inventory were $2.8 million and $2.5 million for the three months ended June 30, 2025 and 2024, respectively.
Defined Benefit Plans
Certain subsidiaries of the Company sponsor defined benefit pension plans or non-retirement post-employment benefits covering substantially all of their employees. Benefits are provided based on employees’ years of service and earnings, or in accordance with applicable employee benefit regulations. The Company’s practice is to fund amounts sufficient to meet the requirements set forth in the applicable employee benefit and tax regulations. The costs of $1.7 million recorded for each of the three months ended June 30, 2025 and 2024 were primarily related to service costs.
Note 4 — Income Taxes
The Company is incorporated in Switzerland but operates in various countries with differing tax laws and rates. Further, a portion of the Company’s income before taxes and the provision for income taxes is generated outside of Switzerland.
The income tax provision for the three months ended June 30, 2025 was $28.5 million based on an effective income tax rate of 16.3% of pre-tax income. The income tax provision for the same period ended June 30, 2024 was $25.6 million based on an effective income tax rate of 15.3% of pre-tax income.
The change in the effective income tax rate for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was primarily due to the change in the mix of income and losses in the various tax jurisdictions in which the Company operates, less tax incentives for foreign derived intangible income and R&D as compared to prior period, and less benefit on stock based compensation as compared to prior period, offset with a change in uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States and will be generally effective for the Company beginning in fiscal year 2027. The OBBBA includes numerous provisions that affect corporate taxation, impacting areas such as R&D expensing, bonus depreciation, and international tax provisions. The Company has reviewed the provisions of the OBBBA to determine the potential impact on the Company's financial statements. Based on this review, and considering the Company's current tax position and operations, at this time the Company does not expect the OBBBA to have a material impact on its income taxes, including current and deferred tax balances and the effective tax rate. However, the Company is still in the process of evaluating the full impact of the OBBBA and any material changes to the Company's assessment will be disclosed in future filings as required.
For the three months ended June 30, 2025, the Company assessed its exposure to the OECD Pillar Two global minimum tax rules. The Company has determined that, for the fiscal year 2026, most jurisdictions in which it operates should qualify for the transitional Country-by-Country Reporting ("CbCR") safe harbor, as outlined in the OECD Administrative Guidance and enacted domestic legislation. The Company's CbCR has been prepared in accordance with the requirements for a Qualified CbCR, using qualified financial statements. Based on this data, most jurisdictions continue to meet safe harbor qualifications at 16% tax rates, and therefore, the Company is only required to perform a detailed Pillar Two top-up tax calculation for limited jurisdictions. The estimated top up tax for fiscal year 2026 is not material and has been included in the calculation of the Company's annual effective tax rate. The OECD and participating countries continue to issue underlying rules and administrative guidance related to Pillar Two, and the Company continues to monitor the relevant developments.
Note 5 — Balance Sheet Components
The following table presents the components of certain balance sheet asset amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
March 31, 2025 |
| Accounts receivable, net: |
|
|
|
|
| Accounts receivable |
|
$ |
920,172 |
|
|
$ |
708,693 |
|
|
|
|
|
|
| Allowance for cooperative marketing arrangements |
|
(45,679) |
|
|
(44,457) |
|
| Allowance for customer incentive programs |
|
(77,367) |
|
|
(66,564) |
|
| Allowance for pricing programs |
|
(120,165) |
|
|
(105,876) |
|
Other allowances |
|
(40,438) |
|
|
(37,250) |
|
| |
|
$ |
636,523 |
|
|
$ |
454,546 |
|
| Inventories: |
|
|
|
|
| Raw materials |
|
$ |
47,123 |
|
|
$ |
48,699 |
|
| Finished goods |
|
452,647 |
|
|
455,048 |
|
| |
|
$ |
499,770 |
|
|
$ |
503,747 |
|
| Other current assets: |
|
|
|
|
| Value-added tax ("VAT") receivables |
|
$ |
41,556 |
|
|
$ |
46,332 |
|
| Prepaid expenses and other assets |
|
112,550 |
|
|
84,879 |
|
| |
|
$ |
154,106 |
|
|
$ |
131,211 |
|
| Property, plant and equipment, net: |
|
|
|
|
| Property, plant and equipment |
|
$ |
562,038 |
|
|
$ |
543,747 |
|
| Less: accumulated depreciation and amortization |
|
(445,935) |
|
|
(429,889) |
|
|
|
$ |
116,103 |
|
|
$ |
113,858 |
|
| Other assets: |
|
|
|
|
| Deferred tax assets |
|
$ |
212,516 |
|
|
$ |
202,180 |
|
| Right-of-use assets |
|
76,647 |
|
|
75,239 |
|
| Investments for deferred compensation plan |
|
33,657 |
|
|
29,006 |
|
| Investments in privately held companies |
|
27,888 |
|
|
27,980 |
|
| Other assets |
|
11,817 |
|
|
9,672 |
|
| |
|
$ |
362,525 |
|
|
$ |
344,077 |
|
The following table presents the components of certain balance sheet liability amounts (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
March 31, 2025 |
| Accrued and other current liabilities: |
|
|
|
|
| Accrued customer marketing, pricing and incentive programs |
|
$ |
203,412 |
|
|
$ |
173,401 |
|
| Accrued personnel expenses |
|
134,992 |
|
|
180,763 |
|
| Warranty liabilities |
|
35,637 |
|
|
34,428 |
|
Deferred revenue (1) |
|
29,768 |
|
|
25,798 |
|
| VAT Payable |
|
27,406 |
|
|
29,648 |
|
| Accrued sales return liability |
|
24,576 |
|
|
27,913 |
|
| Accrued loss for inventory purchase commitments |
|
23,466 |
|
|
19,614 |
|
| Income taxes payable |
|
19,261 |
|
|
26,841 |
|
|
|
|
|
|
|
|
|
|
|
| Operating lease liabilities |
|
16,746 |
|
|
15,780 |
|
|
|
|
|
|
|
|
|
|
|
| Other current liabilities |
|
157,524 |
|
|
152,317 |
|
| |
|
$ |
672,788 |
|
|
$ |
686,503 |
|
| Other non-current liabilities: |
|
|
|
|
| Operating lease liabilities |
|
$ |
76,883 |
|
|
$ |
76,622 |
|
| Employee benefit plan obligations |
|
61,887 |
|
|
57,338 |
|
Deferred revenue (1) |
|
43,382 |
|
|
38,216 |
|
Obligation for deferred compensation plan |
|
33,657 |
|
|
29,006 |
|
| Warranty liabilities |
|
14,569 |
|
|
14,756 |
|
|
|
|
|
|
| Other non-current liabilities |
|
5,535 |
|
|
5,574 |
|
| |
|
$ |
235,913 |
|
|
$ |
221,512 |
|
(1) Includes deferred revenue for post-contract customer support and other services.
Note 6 — Fair Value Measurements
Fair Value Measurements
The Company considers fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company utilizes the following three-level fair value hierarchy to establish the priorities of the inputs used to measure fair value:
•Level 1 — Quoted prices in active markets for identical assets or liabilities.
•Level 2 — Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis, excluding assets related to the Company’s defined benefit pension plans, classified by the level within the fair value hierarchy (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
June 30, 2025 |
|
March 31, 2025 |
| |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash equivalents |
|
$ |
822,300 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
852,467 |
|
|
$ |
— |
|
|
$ |
— |
|
| Investments for deferred compensation plan included in other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash |
|
$ |
108 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
90 |
|
|
$ |
— |
|
|
$ |
— |
|
| Common stock |
|
762 |
|
|
— |
|
|
— |
|
|
540 |
|
|
— |
|
|
— |
|
| Money market funds |
|
7,906 |
|
|
— |
|
|
— |
|
|
7,359 |
|
|
— |
|
|
— |
|
| Mutual funds |
|
24,881 |
|
|
— |
|
|
— |
|
|
21,017 |
|
|
— |
|
|
— |
|
| Total investments for deferred compensation plan |
|
$ |
33,657 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29,006 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivative assets included in other current assets |
|
$ |
— |
|
|
$ |
731 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
90 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency derivative liabilities included in accrued and other current liabilities |
|
$ |
— |
|
|
$ |
10,038 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,849 |
|
|
$ |
— |
|
Investments for Deferred Compensation Plan
The marketable securities for the Company's deferred compensation plan were recorded at a fair value of $33.7 million and $29.0 million, as of June 30, 2025 and March 31, 2025, respectively, based on quoted market prices. Quoted market prices are observable inputs that are classified as Level 1 within the fair value hierarchy. Unrealized gains (losses) related to marketable securities for the three months ended June 30, 2025 and 2024 were not material and were included in other income (expense), net and corresponding changes in the deferred compensation liability were included in operating expenses and cost of goods sold, in the Company's condensed consolidated statements of operations.
Equity Method Investments
The Company has certain non-marketable investments included in other assets that are accounted for as equity method investments, with a carrying value of $18.3 million and $18.4 million as of June 30, 2025 and March 31, 2025, respectively. Income (loss) related to equity method investments for the three months ended June 30, 2025 and 2024 was not material and is included in other income (expense), net in the Company's condensed consolidated statements of operations. There was no impairment of equity method investments during the three months ended June 30, 2025 and 2024.
Assets Measured at Fair Value on a Nonrecurring Basis
Financial Assets
The Company has certain equity investments without readily determinable fair values due to the absence of quoted market prices, the inherent lack of liquidity, and the fact that inputs used to measure fair value are unobservable and require management's judgment. When certain events or circumstances indicate that impairment may exist, the Company revalues the investments using various assumptions, including the financial metrics and ratios of comparable public companies. The carrying value is also adjusted for observable price changes with the same or similar security from the same issuer. The amount of these equity investments without readily determinable fair value included in other assets was $8.8 million as of June 30, 2025 and March 31, 2025. There was no impairment of these equity investments during the three months ended June 30, 2025 and the impairment charges related to the equity investments were not material during the three months ended June 30, 2024.
Non-Financial Assets
Goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if the Company is required to evaluate these non-financial assets for impairment, whether due to certain triggering events or because of the required annual impairment test, and a resulting impairment is recorded to reduce the carrying value to the fair value, the non-financial assets are measured at fair value during such period. There was no impairment of non-financial assets during the three months ended June 30, 2025 and 2024.
Note 7 — Derivative Financial Instruments
Under certain agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, the Company presents its derivative assets and derivative liabilities on a gross basis in other current assets and accrued and other current liabilities, respectively, on the condensed consolidated balance sheets as of June 30, 2025 and March 31, 2025. See Note 6 for the fair values of the Company’s derivative instruments as of June 30, 2025 and March 31, 2025.
Cash Flow Hedges
The Company enters into cash flow hedge contracts to protect against exchange rate exposure of forecasted inventory purchases. Previously, the hedge contracts covered inventory purchases within four months. Beginning in the first quarter of fiscal year 2026, they cover inventory purchases up to twelve months, with reduced coverage beyond four months. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive income (loss) until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. Cash flows from such hedges are classified as operating activities in the condensed consolidated statements of cash flows. Hedging relationships are discontinued when the hedging contract is no longer eligible for hedge accounting, or is sold, terminated or exercised, or when the Company removes hedge designation for the contract. Gains and losses in the fair value of the effective portion of the discontinued hedges continue to be reported in accumulated other comprehensive income (loss) until the hedged inventory purchases are sold, unless it is probable that the forecasted inventory purchases will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter.
The notional amounts of foreign currency exchange forward contracts outstanding related to forecasted inventory purchases were $314.8 million and $74.6 million as of June 30, 2025 and March 31, 2025, respectively. The Company had $13.4 million of net loss related to its cash flow hedges included in accumulated other comprehensive loss as of June 30, 2025, which will be reclassified into earnings within the next twelve months.
The following table presents the amounts of gain (loss) on the Company’s derivative instruments designated as hedging instruments for the three months ended June 30, 2025 and 2024 and their locations on its condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Amount of Gain (Loss) Deferred as a Component of Accumulated Other Comprehensive Loss |
|
Amount of Loss (Gain) Reclassified from Accumulated Other Comprehensive Loss to Costs of Goods Sold |
|
|
| |
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
|
|
| Cash flow hedges |
|
$ |
(12,349) |
|
|
$ |
1,582 |
|
|
$ |
2,002 |
|
|
$ |
(733) |
|
|
|
|
|
The Company presents the earnings impact from forward points in the same line item that is used to present the earnings impact of the hedged item, i.e., cost of goods sold, for hedging forecasted inventory purchases and such amount is not material for all periods presented.
Other Derivatives
The Company also enters into foreign currency exchange forward and swap contracts to reduce the short-term effects of currency exchange rate fluctuations on certain receivables or payables denominated in currencies other than the functional currencies of its subsidiaries. These contracts generally mature within approximately one month. The primary risk managed by using forward and swap contracts is the currency exchange rate risk. The gains or losses on these contracts are not material and included in other income (expense), net, in the condensed consolidated statements of operations based on the changes in fair value. The notional amounts of these contracts outstanding as of June 30, 2025 and March 31, 2025 were $156.9 million and $131.8 million, respectively.
The fair value of all foreign currency exchange forward and swap contracts is determined based on observable market transactions of spot currency rates and forward rates. Cash flows from these contracts are classified as operating activities in the condensed consolidated statements of cash flows.
Note 8 — Goodwill and Other Intangible Assets
The Company conducts its impairment analysis of goodwill annually at December 31 or more frequently if changes in facts and circumstances indicate that it is more likely than not that the fair value of the Company’s reporting unit may be less than its carrying amount. There have been no triggering events identified affecting the valuation of goodwill and intangible assets during the three months ended June 30, 2025 and 2024.
The following table summarizes the activities in the Company’s goodwill balance (in thousands):
|
|
|
|
|
|
|
|
|
| As of March 31, 2025 |
|
$ |
463,230 |
|
|
|
|
|
|
|
| Effects of foreign currency translation |
|
2,560 |
|
| As of June 30, 2025 |
|
$ |
465,790 |
|
The Company's acquired intangible assets were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
June 30, 2025 |
|
March 31, 2025 |
| |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Carrying Amount |
|
Gross Carrying Amount |
|
Accumulated Amortization |
|
Net Carrying Amount |
| Trademarks and trade names |
|
$ |
32,390 |
|
|
$ |
(29,409) |
|
|
$ |
2,981 |
|
|
$ |
32,390 |
|
|
$ |
(28,675) |
|
|
$ |
3,715 |
|
| Developed technology |
|
107,421 |
|
|
(98,596) |
|
|
8,825 |
|
|
107,421 |
|
|
(96,464) |
|
|
10,957 |
|
| Customer contracts/relationships |
|
69,087 |
|
|
(60,543) |
|
|
8,544 |
|
|
69,087 |
|
|
(58,646) |
|
|
10,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effects of foreign currency translation |
|
619 |
|
|
(645) |
|
|
(26) |
|
|
(620) |
|
|
137 |
|
|
(483) |
|
| Total |
|
$ |
209,517 |
|
|
$ |
(189,193) |
|
|
$ |
20,324 |
|
|
$ |
208,278 |
|
|
$ |
(183,648) |
|
|
$ |
24,630 |
|
Note 9 — Financing Arrangements
On January 27, 2025, the Company entered into an unsecured revolving credit facility with a syndicate of banks (the "Credit Agreement"). The Credit Agreement provides a revolving line of credit of up to $750.0 million to the Company including the issuance of letters of credit of up to $100.0 million. The Credit Agreement terminates on January 27, 2030 unless extended in accordance with its terms. The Credit Agreement contains (1) an increase option allowing the Company to secure up to $250.0 million of additional commitments and (2) an extension option to extend the term by one-year which may be exercised no more than two times, subject to certain requirements. Loans under the Credit Agreement are available in U.S. Dollars, Euro, Sterling, Yen, Swiss Francs, Canadian Dollars, Australian Dollars and any other currency agreed to by each lender. Proceeds of loans made under the Credit Agreement may be used for general corporate purposes.
The Credit Agreement contains a maximum net debt to adjusted EBITDA ratio, compliance with which is a condition to the Company's ability to borrow. Borrowings under the Credit Agreement will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.5%) based on the Company's net leverage ratio or credit rating at the time of the borrowing.
Undrawn balances available under the Credit Agreement are subject to commitment fees at the applicable rate determined by reference to the Company's net leverage ratio or credit rating. There has been no borrowing outstanding under the Credit Agreement as of June 30, 2025.
In addition, the Company had several uncommitted, unsecured bank lines of credit and letters of credit aggregating to $174.3 million and $172.2 million as of June 30, 2025 and March 31, 2025, respectively. There are no financial covenants under the lines of credit with which the Company must comply. There was no borrowing outstanding under the lines of credit as of June 30, 2025 or March 31, 2025. As of June 30, 2025 and March 31, 2025, the Company had outstanding bank guarantees of $22.1 million and $12.1 million, respectively.
Note 10 — Commitments and Contingencies
Product Warranties
Changes in the Company’s warranty liabilities for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
| |
2025 |
|
2024 |
| Beginning of the period |
$ |
49,184 |
|
|
$ |
44,654 |
|
|
|
|
|
| Provision |
8,622 |
|
|
10,186 |
|
| Settlements |
(8,249) |
|
|
(10,038) |
|
| Effects of foreign currency translation |
649 |
|
|
(300) |
|
| End of the period |
$ |
50,206 |
|
|
$ |
44,502 |
|
Indemnifications
The Company indemnifies certain of its suppliers and customers for losses arising from matters such as intellectual property disputes and product safety defects, subject to certain restrictions. The scope of these indemnities varies, but in some instances includes indemnification for damages and expenses, including reasonable attorneys’ fees. As of June 30, 2025, no material amounts have been accrued for these indemnification provisions. The Company does not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under its indemnification arrangements.
The Company also indemnifies its current and former directors and certain of its current and former officers. Certain costs incurred for providing such indemnification may be recoverable under various insurance policies. The Company is unable to reasonably estimate the maximum amount that could be payable under these arrangements because these exposures are not limited, the obligations are conditional in nature, and the facts and circumstances involved in any situation that might arise are variable.
Legal Proceedings
From time to time the Company is involved in claims and legal proceedings that arise in the ordinary course of its business. The Company is currently subject to several such claims and legal proceedings. The Company intends to vigorously defend against them. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. The Company follows ASC ("Accounting Standards Codification") 450, Contingencies, in determining the accounting and disclosure for these contingencies. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows, and results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company's defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company's business, financial condition, cash flows and results of operations in a particular period. Any claims or proceedings against the Company can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity, and other factors. Any failure to obtain a necessary license or other rights, or litigation arising out of intellectual property claims, could adversely affect the Company's business.
Note 11 — Shareholders’ Equity
Share Capital
As of June 30, 2025, the Company's nominal share capital is CHF 42.2 million, consisting of 168,994,142 issued shares with a par value of CHF 0.25 each, of which 21,442,654 were held in treasury shares.
The capital band under Swiss law allows a company's board of directors to adjust the company's share capital within a predefined range based on a general authority granted by the company's shareholders. At the 2023 Annual General Meeting ("AGM"), the Company's shareholders approved an amendment to the Company’s Articles of Incorporation to introduce a capital band provision authorizing the Board of Directors to adjust the Company's share capital, without additional shareholder approval, within a range of 155,795,958 registered shares to 190,417,282 registered shares for the five-year period ending on September 13, 2028. In addition, the Company has reserved conditional capital (1) up to 25,000,000 shares for potential issuance for the exercise of rights granted under the Company's employee equity incentive plans, and (2) up to 25,000,000 shares for issuance to cover any conversion rights under any potential future convertible bond issuance.
Share Repurchases
In June 2023, the Company's Board of Directors approved a three-year share repurchase program, which allows the Company to use up to $1.0 billion to repurchase its shares. The 2023 share repurchase program enables the Company to repurchase shares for cancellation, as well as to support equity incentive plans or potential acquisitions. The Swiss Takeover Board approved the 2023 share repurchase program in July 2023 and the program became effective on July 28, 2023. In March 2025, the Company's Board of Directors approved an increase of $600.0 million to the 2023 share repurchase program, to an aggregate amount of $1.6 billion. The Swiss Takeover Board approved this increase in April 2025 and it became effective on April 2, 2025. As of June 30, 2025, $524.3 million was available for repurchase under the 2023 share repurchase program.
The following table summarizes the Company's share repurchase activities for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30,
|
|
2025 |
|
2024 |
2023 Share Repurchase Program: |
|
|
|
Number of shares repurchased (1) |
1,531 |
|
1,444 |
Aggregate cost of shares repurchased (1) (2) |
$ |
124,135 |
|
|
$ |
132,132 |
|
(1) All shares were repurchased for cancellation.
(2) Includes an aggregate cost of $21.2 million and $20.8 million, respectively, that was not yet paid as of June 30, 2025 and 2024.
Swiss law limits a company’s ability to hold or repurchase its own shares. The aggregate par value of all shares held in treasury by the Company and its subsidiaries may not exceed 10% of the share capital of the Company, which for the Company corresponds to approximately 16.9 million registered shares as of June 30, 2025. This limitation does not apply to shares repurchased for cancellation, due to the Board of Directors’ authority under the Company’s capital band set forth in the Company’s Articles of Incorporation. As of June 30, 2025, the Company had a total of 21.4 million shares held in treasury stock, which includes 8.2 million shares that have been repurchased for cancellation and 13.2 million shares that have been purchased to support equity incentive plans or potential acquisitions.
To the extent that the shares are repurchased to support equity incentive plans or potential acquisitions, the shares are repurchased on the ordinary trading line of SIX Swiss Exchange (“SIX”) and/or The Nasdaq Global Select Market (“Nasdaq”). Shares repurchased for cancellation purposes are repurchased on a second trading line on SIX. Shares may be repurchased from time to time on the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Purchases may be started or stopped at any time without prior notice depending on market conditions and other factors and the program does not require the purchase of any minimum number of shares.
Share Cancellation
In June 2025, the Company's Board of Directors approved the cancellation of 8.2 million treasury shares, which were repurchased under the 2023 share repurchase program in fiscal year 2025 and the first quarter of fiscal year 2026, for an aggregate cost of $712.2 million. The cancellation is expected to take effect in the second quarter of fiscal year 2026. When the cancellation becomes effective, the number of registered shares issued and the number of treasury shares will both decrease by 8.2 million shares, and the Company will deduct the par value from registered shares and reflect the excess of share repurchase cost over par value as a reduction to retained earnings.
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Translation Adjustment |
|
Defined Benefit Plans |
|
Deferred Hedging Losses |
|
Total |
| March 31, 2025 |
|
$ |
(118,652) |
|
|
$ |
(25,276) |
|
|
$ |
(3,024) |
|
|
$ |
(146,952) |
|
| Other comprehensive income (loss) |
|
27,293 |
|
|
(157) |
|
|
(10,347) |
|
|
16,789 |
|
| June 30, 2025 |
|
$ |
(91,359) |
|
|
$ |
(25,433) |
|
|
$ |
(13,371) |
|
|
$ |
(130,163) |
|
Note 12 — Segment Information
The Company manages its business activities on a consolidated basis and operates as a single operating segment: Peripherals. The operating segment encompasses the design, manufacturing and sales of peripherals for gaming, PCs, tablets, video conferencing, and other digital platforms. The Company's Chief Operating Decision Maker (the “CODM”) is the Chief Executive Officer. The CODM periodically reviews information such as sales and net income to make business decisions and evaluate performance. The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the Peripherals segment or into other parts of the entity, such as for acquisitions, share repurchase or to pay dividends. The CODM also monitors budget versus actual net income results.
The following table presents segment revenue, significant segment expenses, and net income (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
2025 |
|
2024 |
Net sales |
$ |
1,147,703 |
|
|
$ |
1,088,217 |
|
Less: Significant segment expenses |
|
|
|
Cost of goods sold (1) |
664,212 |
|
|
616,919 |
|
Marketing and selling (1) |
181,866 |
|
|
185,054 |
|
Research and development (1) |
68,236 |
|
|
69,568 |
|
General and administrative (1) |
31,630 |
|
|
34,241 |
|
Less: other segment items |
|
|
|
| Share-based compensation expense |
32,828 |
|
|
23,405 |
|
| Amortization of intangible assets and acquisition-related costs |
4,795 |
|
|
5,145 |
|
Interest income |
(11,229) |
|
|
(15,790) |
|
Other (2) |
880 |
|
|
2,284 |
|
Provision for income taxes |
28,470 |
|
|
25,558 |
|
Net income |
$ |
146,015 |
|
|
$ |
141,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The difference between the amounts included in the table above and the amounts included in the condensed consolidated statements of operations is related to share-based compensation expense (see Note 3).
(2) Includes restructuring charges, net, and other income (expense), net.
Sales by product category for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
| |
|
2025 |
|
2024 |
|
|
|
|
Gaming (1) |
|
$ |
315,875 |
|
|
$ |
309,475 |
|
|
|
|
|
| Keyboards & Combos |
|
222,492 |
|
|
215,333 |
|
|
|
|
|
| Pointing Devices |
|
195,780 |
|
|
189,946 |
|
|
|
|
|
| Video Collaboration |
|
166,716 |
|
|
147,042 |
|
|
|
|
|
| Webcams |
|
84,374 |
|
|
72,904 |
|
|
|
|
|
| Tablet Accessories |
|
91,227 |
|
|
78,539 |
|
|
|
|
|
| Headsets |
|
45,523 |
|
|
44,236 |
|
|
|
|
|
Other (2) |
|
25,716 |
|
|
30,742 |
|
|
|
|
|
| Total Sales |
|
$ |
1,147,703 |
|
|
$ |
1,088,217 |
|
|
|
|
|
(1) Gaming includes streaming services revenue generated by Streamlabs.
(2) Other primarily consists of mobile speakers and PC speakers.
Sales by geographic region (based on the customers’ locations) for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
2025 |
|
2024 |
|
|
|
|
| Americas |
|
$ |
461,690 |
|
|
$ |
485,289 |
|
|
|
|
|
| EMEA |
|
346,840 |
|
|
309,817 |
|
|
|
|
|
| Asia Pacific |
|
339,173 |
|
|
293,111 |
|
|
|
|
|
| Total Sales |
|
$ |
1,147,703 |
|
|
$ |
1,088,217 |
|
|
|
|
|
Revenue from sales to customers in the United States, China and Germany each represented 10% or more of the total consolidated sales for the periods presented herein. No other countries represented 10% or more of the Company’s total consolidated sales for the periods presented herein.
Switzerland, the Company’s country of domicile, represented 3% and 2% of the Company's total consolidated sales for the three months ended June 30, 2025 and 2024, respectively.
Three customers of the Company each represented 10% or more of the total consolidated gross sales for each of the three months ended June 30, 2025 and 2024.
Property, plant and equipment, net (excluding software) and right-of-use assets by geographic region were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2025 |
|
March 31, 2025 |
| Americas |
|
$ |
59,862 |
|
|
$ |
61,521 |
|
| EMEA |
|
51,773 |
|
|
47,874 |
|
| Asia Pacific |
|
62,866 |
|
|
60,710 |
|
| Total |
|
$ |
174,501 |
|
|
$ |
170,105 |
|
Property, plant and equipment, net (excluding software) and right-of-use assets in the United States and China were $58.3 million and $45.5 million, respectively, as of June 30, 2025. Property, plant and equipment, net (excluding software) and right-of-use assets in the United States and China were $60.0 million and $43.4 million, respectively, as of March 31, 2025.
Property, plant and equipment, net (excluding software) and right-of-use assets in Switzerland, the Company’s country of domicile, were $26.9 million and $24.1 million as of June 30, 2025 and March 31, 2025, respectively. No other countries represented more than 10% of the Company’s total property, plant and equipment, net (excluding software) and right-of-use assets as of June 30, 2025 or March 31, 2025.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on beliefs of our management as of the filing date of this Quarterly Report on Form 10-Q. These forward-looking statements include, among other things, statements related to:
•Our strategy for growth, future revenues, earnings, cash flow, uses of cash and other measures of financial performance, and market position;
•Our business strategy and investment priorities in relation to evolving consumer and enterprise demand trends, competitive landscape and current and future worldwide geopolitical, economic and capital market conditions, including fluctuations in currency exchange rates, inflation, economic downturns, and disruptions in global logistics;
•Changes in trade regulations, policies and agreements and the imposition of tariffs that affect our products or operations, including potential new tariffs that may be imposed on U.S. imports, and our ability to mitigate;
•Long-term, secular trends that impact our product categories;
•The evolution and adoption of artificial intelligence (“AI”), its impact on our industry and related risks and opportunities for our business;
•Our expectations regarding any restructuring efforts, including the timing or effectiveness thereof;
•The scope, nature or impact of any acquisition, strategic alliance, and divestiture activities;
•Our expectations regarding the success of any strategic acquisitions, including integration of acquired operations, products, technology, internal controls, personnel and management teams;
•Our expectations regarding our effective tax rate, future tax benefits, tax settlements, and the adequacy of our provisions for uncertain tax positions;
•Our expectations regarding our potential indemnification obligations, and the outcome of pending or future legal proceedings and tax audits;
•Our business development, product development and innovation, and their impact on future operating results and anticipated operating costs for fiscal year 2026 and beyond;
•Opportunities for growth and our ability to execute on and take advantage of them, including our marketing initiatives and strategy and our expectations regarding the success thereof;
•Our expectations regarding our share repurchase and dividend programs;
•The sufficiency of our cash and cash equivalents, cash generated from operations, and available borrowings under our Credit Agreement and our bank lines of credit to fund capital expenditures and working capital needs, and our ability to comply with our obligations under such debt agreements; and
•The effects of environmental and other laws and regulations in the United States and other countries in which we operate.
Forward-looking statements also include, among others, those statements including the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “will,” and similar language. These statements reflect our views and assumptions as of the date of this Quarterly Report on Form 10-Q. All forward-looking statements involve risks and uncertainties that could cause our actual performance to differ materially from those anticipated in the forward-looking statements depending on a variety of factors. Important information as to these factors can be found in this Quarterly Report on Form 10-Q under the headings of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Company Overview,” “Critical Accounting Estimates,” and “Liquidity and Capital Resources,” among others. Factors that might cause or contribute to such differences include, but are not limited to, those discussed under Part II, Item 1A “Risk Factors” as well as elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended March 31, 2025, and in our other filings with the U.S. Securities and Exchange Commission, or “SEC.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
You should read the following discussion in conjunction with the interim unaudited condensed consolidated financial statements and related notes.
Company Overview
Logitech designs software-enabled hardware solutions that help businesses thrive and bring people together when working, creating, and gaming. As the point of connection between people and the digital world, our mission is to extend human potential in work and play, in a way that is good for people and the planet. We sell the vast majority of our products under Logitech and Logitech G brand names.
Our diverse, innovative portfolio includes: Gaming, Keyboards & Combos, Pointing Devices, Video Collaboration, Webcams, Tablet Accessories, and Headsets. These products are all classified under a single operating segment: Peripherals (see Note 12 to our condensed consolidated financial statements).
We sell our products to a broad range of international customers, in the Americas, Europe, the Middle East and Africa (“EMEA”) and Asia Pacific. This includes direct sales to retailers, e-tailers, businesses large and small and end consumers through our e-commerce platform, and indirect sales to end customers through distributors.
From time to time, we may seek to partner with or acquire, when appropriate, companies that have products, personnel, and technologies that complement our strategic direction. We continually review our product offerings and our strategic direction in light of our profitability targets, competitive conditions, changing consumer trends and the evolving nature of the interface between the consumer and the digital world.
Impacts of Macroeconomic and Geopolitical Conditions on our Business
In 2025, the United States introduced trade policy actions that have increased import tariffs across a wide range of countries at various rates, with certain exemptions. These tariff policies in the U.S. and responsive policies enacted in other countries are evolving. The incremental tariffs have had and may continue to have an adverse impact on our result of operations. In addition, our business has continued to be impacted by ongoing macroeconomic and geopolitical conditions. These conditions include inflation, interest rate and foreign currency fluctuations, uncertainty in consumer and enterprise demand, low economic growth in certain regions, changes in fiscal policies and geopolitical conflicts.
The global and regional economic and political conditions, as well as changes in trade policies, have caused and may continue to cause volatility in demand for our products as well as cost of tariffs, materials and logistics, and transportation delays, and as a result have impacted and may continue to impact the pricing of our products, product availability and our results of operations.
For additional information, see Part II, Item 1A "Risk Factors."
Trends and Uncertainties
Several long-term secular trends offer long-term structural growth opportunities across Logitech’s product portfolio. We design, create and sell products that benefit from these secular trends which include the following:
•AI: AI has reshaped expectations for productivity improvements, product innovation and technology ecosystem evolution. While we have used AI solutions and machine learning to enhance the features of different products in our portfolio, AI offers additional growth opportunities and risks as we work to integrate our capabilities with our ecosystem partners.
•New ways of working: The new ways of working that have emerged after the pandemic in which people are splitting time between working in the office, from home, and from other places while on the go, provide opportunities for Logitech to equip multiple workspaces with products across our portfolio including Pointing Devices, Keyboards & Combos, Tablet Accessories, Headsets and Webcams. The new ways of working also provide an opportunity for increased adoption of video conferencing by enterprises and consumers. Our video collaboration products are compatible with a variety of video conference platforms, including Zoom, Microsoft Teams and Google Meet.
•Gaming growth: The ongoing growth and evolution of gaming creates an opportunity for us to provide more tools to a wider community of gamers. In particular, social gaming continues to gain popularity through online gaming, multi-platform experiences and esports.
While we believe we will further benefit from these secular trends, we have experienced and will continue to experience challenges that impact our business and financial results. These challenges include (i) uncertainty in tariffs on goods imported into the U.S. and responsive policies enacted by other countries, (ii) the macroeconomic environment, including inflation, interest rate and foreign currency fluctuations, low economic growth in certain regions, changes in fiscal policies and geopolitical conflicts, (iii) the uncertainty of overall consumer and enterprise demand, (iv) the uncertainty of timing of enterprise investments in infrastructure and technology, and (v) the timing of further development of our B2B go-to-market capabilities.
We expect these challenges to continue in the near-term. We have taken steps to mitigate the impact of these challenges, including but not limited to: (i) continued diversification of our manufacturing footprint and supplier ecosystem, (ii) maintaining discipline in our operating expenses, (iii) managing inventory levels to align with demand, (iv) continued investment in our B2B capabilities, and (v) continued release of new products to increase the value proposition of our portfolio.
For additional information, see Part II, Item 1A "Risk Factors."
Seasonality
We experience seasonal trends related to our product sales. Sales are generally highest during our third fiscal quarter (October to December) primarily due to increased consumer demand during the holiday season and increased spending by enterprises in the months nearing the calendar year-end. Cash flow is correspondingly lower in the first half of our fiscal year as we typically build inventories in advance of our third fiscal quarter and we also pay an annual dividend following our Annual General Meeting typically held in September.
Summary of Financial Results
Our sales for the three months ended June 30, 2025 increased 5%, compared to the three months ended June 30, 2024, primarily due to an increase in sales of Video Collaboration, Tablet Accessories and Webcams. Our sales for the three months ended June 30, 2025, compared to three months ended June 30, 2024, benefited from improved demand in the Asia Pacific and EMEA regions.
Sales for the three months ended June 30, 2025 increased 16% and 12% in the Asia Pacific and EMEA regions, respectively, and decreased 5% in the Americas region, compared to the three months ended June 30, 2024.
Gross margin was 41.7% for the three months ended June 30, 2025 and decreased by 110 basis points, compared to the three months ended June 30, 2024, primarily driven by an unfavorable impact from increased tariffs, higher promotional spend and a prior year release in inventory reserves, partially offset by a favorable impact from price increases in North America and product cost reductions.
Operating expenses for the three months ended June 30, 2025 were $316.9 million, or 27.6% of sales, compared to $312.8 million, or 28.7% of sales, for the three months ended June 30, 2024.
We had an income tax provision of $28.5 million and $25.6 million for the three months ended June 30, 2025 and June 30, 2024, respectively.
Net income for the three months ended June 30, 2025 was $146.0 million, compared to $141.8 million for the three months ended June 30, 2024.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make assumptions, judgments, and estimates that affect reported amounts of assets, liabilities, sales and expenses, and the disclosure of contingent assets and liabilities.
We consider an accounting estimate critical if it: (i) requires management to make judgments and estimates about matters that are inherently uncertain; and (ii) is important to an understanding of our financial condition and operating results.
We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates. We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors.
We believe that the assumptions, judgments and estimates involved in the accounting for accruals for customer incentives and related breakage, accrued sales return liability, inventory valuation, and uncertain tax positions, have the greatest potential impact on our condensed consolidated financial statements. These areas are key components of our results of operations and are based on complex rules requiring us to make judgments and estimates and consequently, we consider these to be our critical accounting policies.
Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
There have been no material changes in our critical accounting estimates during the three months ended June 30, 2025 compared with the critical accounting estimates disclosed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
New Accounting Pronouncements
Refer to Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for new accounting pronouncements to be adopted.
Constant Currency
We refer to our net sales growth rates excluding the impact of currency exchange rate fluctuations as "constant currency" sales growth rates. Percentage of constant currency sales growth is calculated by translating prior period sales in each local currency at the current period’s average exchange rate for that currency and comparing that to current period sales.
Given our global sales presence and the reporting of our financial results in U.S. Dollars, our financial results could be affected by significant shifts in currency exchange rates. See “Results of Operations” for information on the effect of currency exchange rate fluctuations on our sales. If the U.S. Dollar appreciates or depreciates in comparison to other currencies in future periods, this will affect our results of operations in future periods as well.
References to Sales
The term “sales” means net sales, except as otherwise specified and the sales growth discussion and sales growth rate percentages are in U.S. Dollars, except as otherwise specified.
Results of Operations
Net Sales
Our sales for the three months ended June 30, 2025 increased 5%, compared to the three months ended June 30, 2024, primarily due to an increase in sales of Video Collaboration, Tablet Accessories and Webcams. Our sales for the three months ended June 30, 2025, compared to three months ended June 30, 2024, benefited from improved demand in the Asia Pacific and EMEA regions. If currency exchange rates had been constant in the three months ended June 30, 2025 and 2024, our sales growth rate in constant currency would have been 5%.
Sales Denominated in Other Currencies
Although our financial results are reported in U.S. Dollars, a portion of our sales was generated in currencies other than the U.S. Dollar, such as the Euro, Chinese Renminbi, Japanese Yen, Australian Dollar, Canadian Dollar, Pound Sterling and New Taiwan Dollar. During the three months ended June 30, 2025, approximately 53% of our sales were denominated in currencies other than the U.S. Dollar.
Sales by Region
The following table presents the change in sales by region for the three months ended June 30, 2025, compared with the three months ended June 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Growth Rate |
|
Constant Dollar Sales Growth Rate |
|
|
Three Months Ended June 30, 2025 |
|
|
|
Three Months Ended June 30, 2025 |
|
|
| Americas |
|
(5) |
% |
|
|
|
(4) |
% |
|
|
| EMEA |
|
12 |
% |
|
|
|
9 |
% |
|
|
| Asia Pacific |
|
16 |
% |
|
|
|
15 |
% |
|
|
Americas:
The decrease in sales in the Americas region for the three-month period presented above was primarily driven by a decrease in sales of Gaming.
EMEA:
The increase in sales in the EMEA region for the three-month period presented above was primarily driven by an increase in sales of Gaming, Video Collaboration, Keyboards & Combos, and Tablet Accessories.
Asia Pacific:
The increase in sales in the Asia Pacific region for the three-month period presented above was primarily driven by an increase in sales for Gaming and Tablet Accessories.
Sales by Product Category
Sales by product category for the three months ended June 30, 2025 and 2024 were as follows (Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
| |
|
2025 |
|
2024 |
|
Change |
|
|
|
|
|
|
Gaming (1) |
|
$ |
315,875 |
|
|
$ |
309,475 |
|
|
2 |
% |
|
|
|
|
|
|
| Keyboards & Combos |
|
222,492 |
|
|
215,333 |
|
|
3 |
|
|
|
|
|
|
|
| Pointing Devices |
|
195,780 |
|
|
189,946 |
|
|
3 |
|
|
|
|
|
|
|
| Video Collaboration |
|
166,716 |
|
|
147,042 |
|
|
13 |
|
|
|
|
|
|
|
| Webcams |
|
84,374 |
|
|
72,904 |
|
|
16 |
|
|
|
|
|
|
|
| Tablet Accessories |
|
91,227 |
|
|
78,539 |
|
|
16 |
|
|
|
|
|
|
|
| Headsets |
|
45,523 |
|
|
44,236 |
|
|
3 |
|
|
|
|
|
|
|
Other (2) |
|
25,716 |
|
|
30,742 |
|
|
(16) |
|
|
|
|
|
|
|
| Total Sales |
|
$ |
1,147,703 |
|
|
$ |
1,088,217 |
|
|
5 |
% |
|
|
|
|
|
|
(1) Gaming includes streaming services revenue generated by Streamlabs.
(2) Other primarily consists of mobile speakers and PC speakers.
Gaming
Our Gaming category includes gaming mice, steering wheels, headsets, keyboards, console gaming headsets, microphones and Streamlabs services.
Sales of Gaming increased 2% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by an increase in sales of gaming mice, partially offset by decreases in sales of other gaming products.
Keyboards & Combos
Our Keyboards & Combos category includes PC keyboards and keyboard/mice combo products.
Sales of Keyboards & Combos increased 3% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by an increase in sales of cordless combo products.
Pointing Devices
Our Pointing Devices category includes PC- and Mac-related mice including trackballs and presentation tools.
Sales of Pointing Devices increased 3% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by an increase in sales of cordless mice.
Video Collaboration
Our Video Collaboration category includes Logitech’s conference room cameras, which combine affordable enterprise-quality audio and high definition 4K video to bring video conferencing to a variety of room sizes.
Sales of Video Collaboration increased 13% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to an increase in sales of conference room cameras.
Webcams
Our Webcams category includes PC-based webcams including streaming cameras, and VC webcams that turn any desktop into an instant collaboration space.
Sales of Webcams increased 16% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by an increase in sales of our PC-based webcams.
Tablet Accessories
Our Tablet Accessories category primarily includes tablet keyboards.
Sales of Tablet Accessories increased 16% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily benefiting from strong demand from the education sector.
Headsets
Our Headsets category includes PC and VC headsets, in-ear headphones, and premium wireless earbuds.
Sales of Headsets increased 3% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by an increase in sales of VC headsets.
Other
Our Other category primarily consists of mobile speakers and PC speakers.
Sales in Other category decreased 16% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily driven by a decline in sales of mobile speakers.
Gross Profit
Gross profit for the three months ended June 30, 2025 and 2024 was as follows (Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
| |
|
2025 |
|
2024 |
|
Change |
|
|
|
|
|
|
| Net sales |
|
$ |
1,147,703 |
|
$ |
1,088,217 |
|
5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
$ |
478,962 |
|
$ |
466,258 |
|
3 |
% |
|
|
|
|
|
|
| Gross margin |
|
41.7 |
% |
|
42.8 |
% |
|
|
|
|
|
|
|
|
Gross profit consists of sales, less cost of goods sold (which includes materials, direct labor and related overhead costs, costs of manufacturing facilities, royalties, costs of purchasing components from outside suppliers, distribution costs, warranty costs, customer support costs, shipping and handling costs, outside processing costs and write-down of inventories), and amortization of intangible assets.
Gross margin was 41.7% for the three months ended June 30, 2025 and decreased by 110 basis points, compared to the three months ended June 30, 2024, primarily driven by an unfavorable impact from increased tariffs, higher promotional spend and a prior year release in inventory reserves, partially offset by a favorable impact from price increases in North America and product cost reductions.
Operating Expenses
Operating expenses for the three months ended June 30, 2025 and 2024 were as follows (Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
| |
|
2025 |
|
2024 |
|
|
|
|
|
| Marketing and selling |
|
$ |
195,796 |
|
|
$ |
196,905 |
|
|
|
|
|
|
| % of sales |
|
17.1 |
% |
|
18.1 |
% |
|
|
|
|
|
| Research and development |
|
74,587 |
|
|
75,307 |
|
|
|
|
|
|
| % of sales |
|
6.5 |
% |
|
6.9 |
% |
|
|
|
|
|
| General and administrative |
|
41,797 |
|
|
37,458 |
|
|
|
|
|
|
| % of sales |
|
3.6 |
% |
|
3.5 |
% |
|
|
|
|
|
| Amortization of intangible assets and acquisition-related costs |
|
2,646 |
|
|
2,703 |
|
|
|
|
|
|
| % of sales |
|
0.2 |
% |
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restructuring charges, net |
|
2,042 |
|
|
386 |
|
|
|
|
|
|
| % of sales |
|
0.2 |
% |
|
— |
% |
|
|
|
|
|
| Total operating expenses |
|
$ |
316,868 |
|
|
$ |
312,759 |
|
|
|
|
|
|
| % of sales |
|
27.6 |
% |
|
28.7 |
% |
|
|
|
|
|
Operating expenses remained relatively flat during the three months ended June 30, 2025, compared to the three months ended June 30, 2024, reflecting our efforts to reduce operating expenses in order to offset higher tariff costs.
Marketing and Selling
Marketing and selling expenses consist of personnel and related overhead costs, corporate and product marketing, promotions, advertising, trade shows, technical support for customer experiences and facilities costs.
During the three months ended June 30, 2025, marketing and selling expenses remained relatively flat, compared to the three months ended June 30, 2024.
Research and Development
Research and development expenses consist of personnel and related overhead costs for contractors and outside consultants, supplies and materials, equipment depreciation and facilities costs, all associated with the design and development of new products and enhancements of existing products.
During the three months ended June 30, 2025, research and development expenses remained relatively flat, as we continued to invest in innovation at a similar level as compared to the three months ended June 30, 2024.
General and Administrative
General and administrative expenses primarily consist of personnel and related overhead, information technology, and facilities costs for the infrastructure functions such as finance, information systems, executives, human resources and legal.
During the three months ended June 30, 2025, general and administrative expenses increased $4.3 million, compared to the three months ended June 30, 2024, primarily driven by higher performance-based stock compensation expense.
Amortization of Intangible Assets and Acquisition-Related Costs
Amortization of intangible assets consists of amortization of acquired intangible assets, including customer relationships and trademarks and trade names. Acquisition-related costs include legal expenses, due diligence costs, and other professional costs incurred for business acquisitions.
During the three months ended June 30, 2025, amortization of intangible assets and acquisition-related costs remained flat, compared to the three months ended June 30, 2024.
Restructuring Charges, Net
The restructuring charges, net, for the three months ended June 30, 2025 were related to costs incurred as a result of our restructuring plan initiated during the fourth quarter of fiscal year 2025, which is expected to be substantially completed in fiscal 2026. The restructuring charges, net, for the three months ended June 30, 2024, were related to costs incurred as a result of our restructuring plan initiated during fiscal year 2023, which was substantially completed during fiscal year 2024.
Interest Income
Interest income for the three months ended June 30, 2025 and 2024 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended June 30, |
|
|
| |
|
2025 |
|
2024 |
|
|
|
|
Interest income |
|
$ |
11,229 |
|
|
$ |
15,790 |
|
|
|
|
|
We invest in highly liquid instruments with an original maturity of three months or less at the date of purchase, which are classified as cash equivalents. During the three months ended June 30, 2025, interest income decreased $4.6 million, compared to the three months ended June 30, 2024, primarily driven by decreases in the cash equivalents balance and interest rates.
Other Income (Expense), Net
Other income (expense), net for the three months ended June 30, 2025 and 2024 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
| |
|
2025 |
|
2024 |
|
|
|
|
| Investment gain related to the deferred compensation plan |
|
$ |
2,060 |
|
|
$ |
447 |
|
|
|
|
|
| Currency exchange loss, net |
|
(2,003) |
|
|
(2,318) |
|
|
|
|
|
| Loss on investments, net |
|
(393) |
|
|
(1,186) |
|
|
|
|
|
| Non-service cost net pension income and other |
|
1,498 |
|
|
1,159 |
|
|
|
|
|
| Total |
|
$ |
1,162 |
|
|
$ |
(1,898) |
|
|
|
|
|
Investment gain related to the deferred compensation plan represents earnings, gains, and losses on marketable securities related to a deferred compensation plan offered by one of our subsidiaries. The increase in investment gain for three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily relates to the change in market performance of the underlying securities.
Currency exchange loss, net, relates to balances denominated in currencies other than the functional currency in our subsidiaries, as well as the sale of currencies, and gains or losses recognized on currency exchange forward contracts. We do not speculate in currency positions, but we are alert to opportunities to maximize currency exchange gains and minimize currency exchange losses. The loss for the three months ended June 30, 2025 was primarily due to fluctuations in currency exchange rates of the Swiss Franc and New Taiwan dollar against the U.S. Dollar. The loss for the three months ended June 30, 2024 was primarily due to fluctuations in the currency exchange rates of the Mexican Peso and Japanese Yen against the U.S. Dollar.
Loss on investments, net, includes unrealized gain (loss) from the change in fair value of investments, income (loss) on equity-method investments and impairment of investments during the periods presented, as applicable. The loss on investments, net, for the three months ended June 30, 2025 and the three months ended June 30, 2024 was not material. See Note 6 to our condensed consolidated financial statements for additional information.
Provision for Income Taxes
The provision for income taxes and effective income tax rates for the three months ended June 30, 2025 and 2024 were as follows (Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended June 30, |
|
|
| |
|
2025 |
|
2024 |
|
|
|
|
| Provision for income taxes |
|
$ |
28,470 |
|
|
$ |
25,558 |
|
|
|
|
|
| Effective income tax rate |
|
16.3 |
% |
|
15.3 |
% |
|
|
|
|
The change in the effective income tax rate for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was primarily due to the change in the mix of income and losses in the various tax jurisdictions in which we operate, less tax incentives for foreign derived intangible income and R&D as compared to prior period, and less benefit on stock based compensation as compared to prior period, offset with a change in uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States and will be generally effective for us beginning in fiscal year 2027. The OBBBA includes numerous provisions that affect corporate taxation, impacting areas such as R&D expensing, bonus depreciation, and international tax provisions. We have reviewed the provisions of the OBBBA to determine the potential impact on our financial statements. Based on this review, and considering our current tax position and operations, at this time we do not expect the OBBBA to have a material impact on our income taxes, including current and deferred tax balances and the effective tax rate.
However, we are still in the process of evaluating the full impact of the OBBBA and any material changes to our assessment will be disclosed in future filings as required.
For the three months ended June 30, 2025, we assessed our exposure to the OECD Pillar Two global minimum tax rules. We have determined that, for the fiscal year 2026, most jurisdictions in which we operate should qualify for the transitional Country-by-Country Reporting ("CbCR") safe harbor, as outlined in the OECD Administrative Guidance and enacted domestic legislation. Our CbCR has been prepared in accordance with the requirements for a Qualified CbCR, using qualified financial statements. Based on this data, most jurisdictions continue to meet safe harbor qualifications at 16% tax rates, and therefore, we are only required to perform a detailed Pillar Two top-up tax calculation for limited jurisdictions. The estimated top up tax for fiscal year 2026 is not material and has been included in the calculation of our annual effective tax rate. The OECD and participating countries continue to issue underlying rules and administrative guidance related to Pillar Two, and we continue to monitor the relevant developments.
Liquidity and Capital Resources
Cash Balances, Available Borrowings, and Capital Resources
As of June 30, 2025, we had cash and cash equivalents of $1,487.8 million, compared with $1,503.2 million as of March 31, 2025. Our cash and cash equivalents consist of bank demand deposits, short-term time deposits, and U.S. Treasury securities, of which 48% was held in Switzerland, 28% was held in the United States, and 10% was held in Germany. We do not expect to incur any material adverse tax impact except for what has already been recognized, or to be significantly inhibited by any country in which we do business, from the repatriation of funds to Switzerland, our country of domicile.
As of June 30, 2025, our working capital was $1,555.5 million, compared to $1,491.6 million as of March 31, 2025. The increase was primarily driven by an increase in accounts receivable, net, partially offset by an increase in accounts payable.
On January 27, 2025, we entered into an unsecured revolving credit facility with a syndicate of banks (the "Credit Agreement"). The Credit Agreement provides a revolving line of credit of up to $750.0 million including the issuance of letters of credit of up to $100.0 million. The Credit Agreement terminates on January 27, 2030 unless extended in accordance with its terms. The Credit Agreement contains (1) an increase option allowing us to secure up to $250.0 million of additional commitments and (2) an extension option to extend the term by one-year which may be exercised no more than two times, subject to certain requirements. Loans under the Credit Agreement are available in U.S. Dollars, Euro, Sterling, Yen, Swiss Francs, Canadian Dollars, Australian Dollars and any other currency agreed to by each lender. Proceeds of loans made under the Credit Agreement may be used for general corporate purposes.
The Credit Agreement contains a maximum net debt to adjusted EBITDA ratio, compliance with which is a condition to our ability to borrow. Borrowings under the Credit Agreement will bear interest at a rate determined by reference to benchmark rates plus an applicable spread (ranging from 0% to 1.5%) based on our net leverage ratio or credit rating at the time of the borrowing. Undrawn balances available under the Credit Agreement are subject to commitment fees at the applicable rate determined by reference to our net leverage ratio or credit rating. There has been no borrowing outstanding under the Credit Agreement as of June 30, 2025.
In addition, we had several uncommitted, unsecured bank lines of credit and letters of credit aggregating to $174.3 million as of June 30, 2025. There are no financial covenants under these lines of credit with which we must comply. There was no borrowing outstanding under these lines of credit as of June 30, 2025. As of June 30, 2025, we had outstanding bank guarantees of $22.1 million.
The following tables present selected financial information and statistics as of and for the three months ended June 30, 2025 and 2024 (Dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, |
|
| |
|
2025 |
|
2024 |
|
| Accounts receivable, net |
|
$ |
636,523 |
|
|
$ |
591,251 |
|
|
| Accounts payable |
|
$ |
549,936 |
|
|
$ |
554,301 |
|
|
| Inventories |
|
$ |
499,770 |
|
|
$ |
459,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
| |
|
2025 |
|
2024 |
|
Days sales in accounts receivable (“DSO”) (Days)(1) |
|
50 |
|
|
49 |
|
|
Days accounts payable outstanding (“DPO”) (Days)(2) |
|
74 |
|
|
80 |
|
|
Inventory turnover (“ITO”) (x)(3) |
|
5.4 |
|
|
5.4 |
|
|
(1) DSO is determined using ending accounts receivable, net, as of the most recent quarter-end and sales for the most recent quarter.
(2) DPO is determined using ending accounts payable as of the most recent quarter-end and cost of goods sold for the most recent quarter.
(3) ITO is determined using ending inventories as of the most recent quarter-end and annualized cost of goods sold (based on the most recent quarterly cost of goods sold).
DSO for the three months ended June 30, 2025 increased by 1 day to 50 days, compared to 49 days for the three months ended June 30, 2024, primarily due to timing of sales within the quarter.
DPO for the three months ended June 30, 2025 decreased by 6 days to 74 days, compared to 80 days for the three months ended June 30, 2024, primarily due to timing of inventory purchases and improved demand in the Asia Pacific and EMEA regions.
ITO for the three months ended June 30, 2025 was 5.4, consistent with the three months ended June 30, 2024, reflecting our efforts to align inventory levels with demand.
If we are not successful in launching and phasing in our new products, or market competition increases, or we are not able to sell the new products at the prices planned, it could have a material impact on our sales, gross profit, operating results including operating cash flow, and inventory turnover in the future.
The following table summarizes our condensed consolidated statements of cash flows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
| |
|
2025 |
|
2024 |
| Net cash provided by operating activities |
|
$ |
125,045 |
|
|
$ |
176,029 |
|
| Net cash used in investing activities |
|
(18,100) |
|
|
(15,359) |
|
| Net cash used in financing activities |
|
(134,433) |
|
|
(145,134) |
|
| Effect of exchange rate changes on cash and cash equivalents |
|
12,105 |
|
|
(1,998) |
|
| Net increase (decrease) in cash and cash equivalents |
|
$ |
(15,383) |
|
|
$ |
13,538 |
|
For the three months ended June 30, 2025, net cash provided by operating activities was $125.0 million, resulting from net income of $146.0 million, a favorable impact from adding back non-cash expenses totaling $65.2 million, and an unfavorable net change in operating assets and liabilities of $86.1 million. Non-cash adjustments were primarily related to share-based compensation expenses, depreciation and amortization. The increase in accounts receivable, net, was driven by higher sales as well as timing of sales within the quarter. The increase in accounts payable was driven by higher inventory purchases to align with demand as well as timing of inventory purchases. The decrease in accrued and other liabilities was primarily driven by payment of the fiscal year 2025 annual bonus, partially offset by higher accrued liabilities for customer marketing, pricing and incentive programs.
For the three months ended June 30, 2025, net cash used in investing activities was $18.1 million, primarily resulting from $16.3 million of purchases of property, plant, and equipment.
For the three months ended June 30, 2025, net cash used in financing activities was $134.4 million, primarily resulting from payment for repurchases of our registered shares of $121.7 million.
For the three months ended June 30, 2025, the effect of exchange rate changes on cash and cash equivalents was primarily driven by the exchange rate fluctuations of Swiss Franc, Euro, and New Taiwan dollar versus the U.S. Dollar. For the three months ended June 30, 2024, the effect of exchange rate changes on cash and cash equivalents was not material.
Cash Outlook
Our principal sources of liquidity are our cash and cash equivalents, cash flow generated from operations and, to a much lesser extent, capital markets and borrowings. Our future working capital requirements and capital expenditures may increase to support investments in product innovations and growth opportunities or to acquire or invest in complementary businesses, products, services, and technologies. Our principal uses of cash, aside from operational needs and capital expenditures, include outlays for dividends and share repurchases reflecting our commitment to return value to our shareholders.
In May 2025, the Board of Directors recommended that we pay cash dividends for fiscal year 2025 of CHF 1.26 per share (approximately $1.43 per share based on the exchange rate on March 31, 2025). Based on our shares outstanding, net of treasury shares, as of March 31, 2025 (148,509,018 shares), this would result in an aggregate gross dividend of approximately CHF 187.1 million (approximately $212.4 million based on the exchange rate on March 31, 2025). In fiscal year 2025, we paid a cash dividend of CHF 1.16 per share, or CHF 176.3 million (U.S. Dollar amount of $207.9 million based on the exchange rate on the date of payment) out of fiscal year 2024 retained earnings.
In June 2023, our Board of Directors approved a three-year share repurchase program, which allows us to use up to $1.0 billion to repurchase our shares. The 2023 share repurchase program enables us to repurchase shares for cancellation, as well as to support equity incentive plans or potential acquisitions. The Swiss Takeover Board approved the 2023 share repurchase program in July 2023 and the program became effective on July 28, 2023. In March 2025, our Board of Directors approved an increase of $600.0 million to the 2023 share repurchase program, to an aggregate amount of $1.6 billion. The Swiss Takeover Board approved this increase in April 2025 and it became effective on April 2, 2025. During the three months ended June 30, 2025, we repurchased 1.5 million shares for an aggregate cost of $124.1 million for cancellation under this share repurchase program, of which $21.2 million of the aggregate cost was not paid yet as of June 30, 2025. As of June 30, 2025, $524.3 million was available for repurchase under the 2023 share repurchase program. We plan to target share repurchases of $2 billion over the three-year period ending March 31, 2028, subject to market conditions and regulatory approvals.
Swiss law limits a company’s ability to hold or repurchase its own shares. The aggregate par value of all shares held in treasury by us and our subsidiaries may not exceed 10% of our issued share capital, which corresponds to approximately 16.9 million registered shares as of June 30, 2025. This limitation does not apply to shares repurchased for cancellation, due to the Board of Directors' authority under the capital band set forth in the Company's Articles of Incorporation. As of June 30, 2025, we had a total of 21.4 million shares held in treasury stock, which includes 8.2 million shares that have been repurchased for cancellation and 13.2 million shares that have been purchased to support equity incentive plans or potential acquisitions.
Although we enter into trading plans for systematic repurchases (e.g., 10b5-1 trading plans) from time to time, our 2023 share repurchase program provides us with the opportunity to make opportunistic repurchases during periods of favorable market conditions and is expected to remain in effect for a period of three years through July 27, 2026. To the extent that the shares are repurchased to support equity incentive plans or potential acquisitions, the shares are repurchased on the ordinary trading line of Swiss Exchange ("SIX") and/or the Nasdaq Global Select Market ("Nasdaq"). Shares repurchased for cancellation purposes are repurchased via a second trading line on SIX. Opportunistic purchases may be started or stopped at any time without prior notice depending on market conditions and other factors.
If we do not generate sufficient operating cash flows to support our operations and future planned cash requirements, our operations could be harmed and our access to credit facilities could be restricted or eliminated. Although we believe that the trend of our historical cash flow generation, our projections of future operations and our available cash balances will provide sufficient liquidity to fund our operations for at least the next 12 months, market volatility driven by the current macroeconomic and geopolitical environment may increase our costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity.
Operating Leases Obligations
We lease facilities under operating leases, certain of which require us to pay property taxes, insurance and maintenance costs. Operating leases for facilities are generally renewable at our option and usually include escalation clauses linked to inflation. There have been no material changes to our contractual obligations as previously disclosed in our Annual Report on Form 10-K for the year ended March 31, 2025. The remaining terms of our non-cancelable operating leases expire in various years through 2035.
Purchase Commitments
As of June 30, 2025, we had non-cancelable purchase commitments of $368.7 million for inventory purchases made in the normal course of business from original design manufacturers, contract manufacturers and other suppliers, the majority of which are expected to be fulfilled within the next 12 months. We recorded a liability for firm, non-cancelable, and unhedged inventory purchase commitments in excess of anticipated demand or net realizable value consistent with our valuation of excess and obsolete inventory. As of June 30, 2025, the liability for these purchase commitments was $23.5 million and is recorded in accrued and other current liabilities in the condensed consolidated balance sheet.
As of June 30, 2025, we have firm purchase commitments of $19.1 million for capital expenditures primarily related to commitments for tooling and equipment for new and existing products. We expect to continue making capital expenditures in the future to support product development activities and ongoing and expanded operations. Although open purchase commitments are considered enforceable and legally binding, the terms generally allow us to reschedule or adjust our requirements based on business needs prior to delivery of goods or performance of services.
Other Contractual Obligations and Commitments
For further detail about our contractual obligations and commitments, refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Indemnifications
We indemnify certain suppliers and customers for losses arising from matters such as intellectual property disputes and product safety defects, subject to certain restrictions. The scope of these indemnities varies, but in some instances includes indemnification for damages and expenses, including reasonable attorneys’ fees. As of June 30, 2025, no material amounts have been accrued for indemnification provisions. We do not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under our indemnification arrangements.
We also indemnify our current and former directors and certain current and former officers. Certain costs incurred for providing such indemnification may be recoverable under various insurance policies. We are unable to reasonably estimate the maximum amount that could be payable under these arrangements because these exposures are not capped, the obligations are conditional in nature, and the facts and circumstances involved in any situation that might arise are variable.
Legal Proceedings
From time to time, we are involved in claims and legal proceedings that arise in the ordinary course of our business. For more information about Legal Proceedings, see Part II Item 1 Legal Proceedings of this quarterly report on Form 10-Q for the period ended June 30, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments. As a company with global operations, we face exposure to adverse movements in currency exchange rates and interest rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our financial results.
Currency Exchange Rates
We report our results in U.S. Dollars. Changes in currency exchange rates compared to the U.S. Dollar can have a material impact on our results when the financial statements of our non-U.S. subsidiaries are translated into U.S. Dollars. The functional currency of our operations is primarily the U.S. Dollar. Certain operations use the Swiss Franc or the local currency of the country as their functional currencies. Accordingly, unrealized currency gains or losses resulting from the translation of net assets or liabilities denominated in other currencies to the U.S. Dollar are accumulated in the cumulative translation adjustment component of accumulated other comprehensive income (loss) ("AOCI") in shareholders' equity.
We are exposed to currency exchange rate risk as we transact business in multiple currencies, including exposure related to anticipated sales, anticipated purchases and assets and liabilities denominated in currencies other than the U.S. Dollar. We transact business in approximately 30 currencies worldwide, of which the most significant to operations are the Euro, Chinese Renminbi, Japanese Yen, Australian Dollar, Canadian Dollar, Pound Sterling and New Taiwan Dollar. For the three months ended June 30, 2025, approximately 53% of our sales were denominated in non-U.S. currencies, with 24% of our sales denominated in Euro. The mix of our costs of goods sold and operating expenses by currency are significantly different from the mix of our sales, with a larger portion denominated in U.S. Dollar and less denominated in Euro and other currencies. A strengthening U.S. Dollar has a more unfavorable impact on our sales compared to the favorable impact on our cost of goods sold and operating expenses, resulting in an adverse impact on our operating results.
We enter into currency forward and swap contracts to reduce the short-term effects of currency fluctuations on certain receivables or payables denominated in currencies other than the functional currencies of our subsidiaries. These contracts generally mature within approximately one month. The gains or losses on these contracts are recognized in earnings based on the changes in fair value.
If an adverse 10% foreign currency exchange rate change had been applied to total monetary assets and liabilities denominated in currencies other than the functional currencies at the balance sheet dates, it would have resulted in an adverse effect on income before income taxes of approximately $15.9 million and $17.2 million as of June 30, 2025 and March 31, 2025, respectively. The adverse effect as of June 30, 2025 and March 31, 2025 is after consideration of the offsetting effect of approximately $14.5 million and $12.4 million, respectively, from foreign exchange contracts in place as of such dates.
We enter into cash flow hedge contracts to protect against exchange rate exposure of forecasted inventory purchases. Previously, the hedge contracts covered inventory purchases within four months. Beginning in the first quarter of fiscal year 2026, they cover inventory purchases up to twelve months, with reduced coverage beyond four months. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of AOCI until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold.
If the U.S. Dollar had weakened by 10%, the amount recorded in AOCI related to our foreign exchange contracts before tax effect as of June 30, 2025 and March 31, 2025 would have been approximately $31.5 million and $7.5 million lower, respectively. The change in the fair value recorded in AOCI would be expected to offset a corresponding foreign currency change in cost of goods sold when the hedged inventory purchases are sold.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Logitech's management, with the participation of the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the CEO and the CFO have concluded that, as of such date, our disclosure controls and procedures are effective at the reasonable assurance level.
Definition of Disclosure Controls
Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in the Company’s reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. The Company’s Disclosure Controls include components of its internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. To the extent that components of the Company’s internal control over financial reporting are included within its Disclosure Controls, they are included in the scope of the Company’s annual controls evaluation.
Limitations on the Effectiveness of Controls
The Company’s management, including the CEO and the CFO, does not expect that the Company’s Disclosure Controls or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of its business. The Company is currently subject to several such claims and legal proceedings. The Company intends to vigorously defend against them. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. The Company follows ASC ("Accounting Standards Codification") 450, Contingencies, in determining the accounting and disclosure for these contingencies. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows, and results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company's defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company's business, financial condition, cash flows and results of operations in a particular period. Any claims or proceedings against the Company can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity, and other factors. Any failure to obtain a necessary license or other rights, or litigation arising out of intellectual property claims, could adversely affect the Company's business.
As a result of Regulation S-K disclosure requirements related to environmental proceedings to which the government is a party and such proceedings involve potential monetary sanctions, the Company selected the quantitative threshold of $1.0 million.
ITEM 1A. RISK FACTORS
The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, under the heading “Risk Factors”, which is incorporated herein by reference. When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected. In the first quarter of fiscal year 2026, there have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, except as indicated below.
As a result of changes in tax laws, treaties, rulings, regulations or agreements, or their interpretation, of Switzerland or any other country in which we operate, the loss of a major tax dispute or a successful challenge to our operating structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries, or other factors, our effective income tax rates may increase, which could adversely affect our net income and cash flows.
We operate in multiple jurisdictions, and our profits are taxed pursuant to the tax laws of these jurisdictions. Our effective income tax rate may be affected by changes to existing tax laws, enactment of new tax laws, such as the recently enacted U.S. federal tax legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”), or changes to interpretations of tax laws, treaties, rulings, regulations or agreements in any given jurisdiction, or changes in international tax reform by the Organization for Economic Co-operation and Development (the "OECD") and similar organizations, utilization of net operating losses and tax credit carryforwards, changes in geographical allocation of income and expense, and changes in management’s assessment of matters such as the realizability of deferred tax assets. We have reviewed the provisions of the OBBBA to determine the potential impact on our financial statements. Based on this review, and considering our current tax position and operations, we do not expect the OBBBA to have a material impact on the Company's income taxes, including current and deferred tax balances and the effective tax rate; however, we are currently evaluating and will continue to evaluate the full impact of the OBBBA on us. In the past, we have experienced fluctuations in our effective income tax rate. Our effective income tax rate in a given fiscal year reflects a variety of factors that may not be present in the succeeding fiscal year or years. There is no assurance that our effective income tax rate will not change in future periods.
For example, as a result of the Federal Act on the Tax Reform and AHV Financing (“TRAF”), the canton of Vaud in Switzerland, where we are incorporated, enacted tax reforms that took effect as of January 1, 2020. As a result of the TRAF reform, Logitech will incur cash income taxes that will increase over time as the deferred income tax benefit established in connection with the reform diminishes. Implementation of any material change in tax laws or policies or the adoption of new interpretations of existing tax laws and rulings, or termination or replacement of our tax arrangements with the canton of Vaud may adversely affect our net income.
In addition, the Base Erosion and Profit Shifting Project (the “BEPS Project”) undertaken by the OECD recommended changes to numerous long-standing tax principles, including a proposal to reallocate profits among tax jurisdictions in which companies do business (“Pillar One”) and establishing a minimum tax on global income (“Pillar Two”). As many countries have proposed or enacted Pillar Two legislation in jurisdictions in which we operate, we continue to monitor the relevant developments. Although we continue to evaluate and assess the potential impact of Pillar Two on us, the minimum tax rules could result in tax increases in both Switzerland and many foreign jurisdictions where we operate or have a presence. In addition, the G7 released a joint statement on June 28, 2025 that it had reached an understanding with the United States for a side-by-side system based on certain accepted principles, including that U.S.-parented groups would be exempt from certain provisions of Pillar Two. However, it is unclear if this exemption would be extended, or if any other changes will be proposed to the Pillar Two rules that would apply to non-U.S. parented groups like us.
We file Swiss and foreign tax returns. We are frequently subject to tax audits, examinations and assessments in various jurisdictions. If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries, if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective income tax rate could increase. For example, policy changes in Switzerland, the United States or China predicated on our presence in those countries could adversely affect where we recognize profit and our effective income tax rate. If our effective income tax rate increases in future periods, our net income and cash flows could be adversely affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases
In the first quarter of fiscal year 2026, the following approved share repurchase program was in place (in thousands):
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| Share Repurchase Program |
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Shares Approved |
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Approved Amounts |
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July 2023 (1) |
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17,311 |
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$ |
1,600,000 |
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(1) See Note 11 to the condensed consolidated financial statements for further information on this share repurchase program.
The following table presents certain information related to purchases made by Logitech of its equity securities under the 2023 share repurchase program (in thousands, except per share amounts):
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Total Number of Shares
Repurchased (1)
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Weighted Average Price Paid Per Share |
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Remaining Amount that May Yet Be Repurchased under the Programs |
During the Three Months Ended June 30, 2025 |
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CHF (LOGN) |
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USD (LOGI) |
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| Month 1 |
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April 1, 2025 to April 25, 2025 |
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| SIX |
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451 |
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61.32 |
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N/A |
|
$ |
615,406 |
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| Nasdaq |
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— |
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N/A |
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N/A |
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615,406 |
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| Month 2 |
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April 26, 2025 to May 23, 2025 |
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| SIX |
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399 |
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68.06 |
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N/A |
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582,651 |
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| Nasdaq |
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— |
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N/A |
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N/A |
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582,651 |
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| Month 3 |
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May 24, 2025 to June 27, 2025 |
|
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| SIX |
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681 |
|
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70.03 |
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N/A |
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524,297 |
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| Nasdaq |
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— |
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N/A |
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N/A |
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524,297 |
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1,531 |
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66.95 |
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N/A |
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$ |
524,297 |
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(1) Shares repurchased on the second trading line on SIX Swiss Exchange for cancellation under the 2023 share repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the first quarter of fiscal year 2026, no director or officer, as defined in Rule 16a-1(f), adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
ITEM 6. EXHIBITS
Exhibit Index
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| Exhibit No. |
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Description |
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| 10.1 |
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| 10.2 |
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| 31.1 |
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| 31.2 |
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| 32.1 |
* |
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| 101.INS |
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH |
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XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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| 101.DEF |
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XBRL Taxonomy Definition Linkbase Document |
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| 104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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* This exhibit is furnished herewith, but not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate it by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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LOGITECH INTERNATIONAL S.A. |
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| July 30, 2025 |
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/s/ Johanna (Hanneke) Faber |
| Date |
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Johanna (Hanneke) Faber |
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Chief Executive Officer |
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| July 30, 2025 |
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/s/ Matteo Anversa |
| Date |
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Matteo Anversa |
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Chief Financial Officer |
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EX-10.1
2
exhibit101gmtleadershipp.htm
EX-10.1
exhibit101gmtleadershipp
1 LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT This Performance Share Unit Agreement, including any country-specific terms and conditions set forth in the attached Appendix (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. 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: [NAME] Grant Date: [GRANT DATE] Performance Period: From: [START DATE] To: [END DATE] Total Number of Restricted Stock [UNITS] Units granted (subject to the actual attainment level of the performance goals in accordance with Section 2 below) (“Granted RSUs”): Vesting Date: [VESTING DATE] 2. Vesting and Performance Goals. (a) Vesting. As soon as reasonably practicable after the close of the Performance Period and no later than the Vesting Date, the Administrator shall determine the total number of Granted RSUs that are eligible to vest based on the attainment level of the performance goals. Except as otherwise provided in Sections 5(b), 5(c) or 24 hereof and in Addendum A, which is attached to this Agreement, the Performance-Vested RSUs (as defined below in this Section 2(a)), as determined by the Administrator, shall vest on the Vesting Date, subject to the Participant’s continuous Service from the Grant Date through the date that is designated as the Vesting Date in Section 1 without giving effect to any delay that is contemplated in the following sentence. The “Vesting Date” for purposes of this Agreement shall mean the date set forth above in Section 1 or such later date on which the Administrator determines the Performance-Vested RSUs pursuant to this Section 2 to the extent the Administrator delays its determination in consideration of an adjustment that is or may be made to a performance criteria to be reported in a subsequent public report that is filed or furnished to the SEC, provided that if the Restricted Stock Units are considered an item of Deferred Compensation (as defined in Section 24(a)), as determined by the Administrator in its sole discretion, the Administrator shall not delay its determination if such delay would result in a violation under Code Section 409A. The number of Performance-Vested RSUs shall be
2 rounded down to the nearest whole number of Restricted Stock Units to the extent the vesting results in a fractional number. [INSERT PERFORMANCE-BASED VESTING CRITERIA]. (b) Performance Goals. [INSERT PERFORMANCE-BASED VESTING CRITERIA]. (b) Administrator Determination. The Administrator shall determine the level of attainment of the performance goals set forth in this Section 2 and its determination shall be conclusive and binding on the Participant and the Company. 3. Settlement of Vested Restricted Stock Units. The Participant’s Performance-Vested RSUs shall be settled promptly after the Vesting Date pursuant to Section 2 or accelerated vesting event pursuant to Section 5(b) or Addendum A, provided that the Company shall have no obligation to issue Shares pursuant to this Agreement unless and until the Participant has satisfied any applicable tax and/or other obligations pursuant to Section 8 below and such issuance otherwise complies with Applicable Laws. The foregoing notwithstanding, Restricted Stock Units shall be settled within sixty (60) days after the applicable Vesting Date or accelerated vesting event, subject to Section 24 hereof. 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. 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. Termination of Service. (a) Except as otherwise provided in Sections 5(b) or 5(c) or Section (c) of Addendum A, if the Participant’s Service terminates for any reason, whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any, 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 the Participant’s active Service terminates, regardless of any notice period or period in lieu of notice of termination of employment or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of a written employment agreement, if any. The Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Award (i.e., when the Participant has ceased active performance of services for purposes of vesting in this Award), including whether a leave of absence constitutes a termination of Service for purposes of this Award. (b) If the Participant’s Service terminates by reason of death or Disability, any unvested Restricted Stock Units shall vest immediately as of the date of such termination of Service with respect to a number of Restricted Stock Units equal to the product of (A) the Granted RSUs, multiplied by (B) the Proration Factor (the “Proration Factor”), rounded down to the nearest whole number of Restricted Stock Units. The Proration Factor for purposes of this Agreement shall mean a fraction, the numerator of which
3 shall be the number of days of Service completed by the Participant during the Performance Period and the denominator of which shall be the total number of days contained in the Performance Period. (c) If the Participant’s Service terminates by reason of the Participant’s Retirement (as defined in the attached Appendix), the Participant shall continue to be eligible to vest (without regard to the requirement that the Participant continue in Service through the Vesting Date designated in Section 1 above) in a pro rata number of Restricted Stock Units determined in accordance with this Section 5(c). In the event of a Retirement prior to a Change in Control Date (as defined in Addendum A), the Participant shall be eligible to vest in a number of Restricted Stock Units equal to the product of (i) the Performance-Vested RSUs, multiplied by (ii) the Pro Ration Factor, rounded down to the nearest whole number of Restricted Stock Units. In the event of a Retirement on or following a Change in Control Date, the Participant shall be eligible to vest in a number of Restricted Stock Units equal to the product of (A) the Time-Based RSUs (as determined in Addendum A), multiplied by (B) the Proration Factor, rounded down to the nearest whole number of Restricted Stock Units. 6. Recovery of Erroneously Awarded Compensation. If the Participant is now or is hereafter subject to the Executive Clawback Policy, or any policy providing for the recovery or repayment to the Company of Awards, Shares, proceeds therefrom, or payments to Participant in the event of fraud, misconduct, wrongdoing or violations of law or as required by Applicable Laws or recommended for governance considerations or in other similar circumstances, then this Award, and any Shares or other payments resulting from settlement of the Restricted Stock Units or proceeds therefrom, are subject to potential recovery by the Company or the Participant’s employer (the “Employer”) under the circumstances set out in the Executive Clawback Policy or such other similar policy as in effect from time to time. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of this Section 6. 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 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 Affiliates, 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 Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed 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, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) 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
4 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 (ii) 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-Related Items in more than one jurisdiction, 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. (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 any applicable obligations or rights with regard to all Tax- Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon 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); (iii) any other method of withholding determined by the Company and, to the extent required by Applicable Laws or the Plan, approved by the Administrator; or (iv) withholding in Shares to be issued upon vesting of the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which Shares are issued upon settlement of the Restricted Stock Units), as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, any applicable obligations for Tax-Related Items may be satisfied by one or a combination of methods (i) - (iii) hereof. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the jurisdictions applicable to the Participant. In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded by the Company, the Participant may be able to seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. In the event of under- withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is 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. (d) 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
5 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 should 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, understands and agrees 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 in the past; (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 Service 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 purpose, including, but not limited to, calculating any resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (i) the grant of the Restricted Stock Units 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;
6 (j) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or the recovery by the Company of any Shares (or proceeds therefrom) resulting from (i) the termination of the Participant’s Service by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) or (ii) the application of any clawback or recovery policy as described in Section 6 of this Agreement; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; (m) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of any Subsidiary or Affiliate; and (n) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar or the Swiss Franc, as applicable, that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement. 13. Data Privacy. (a) Data Collection and Usage. The Company or any of its Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, telephone number(s), email address(es), date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent. (b) Stock Plan Administration Service Providers. The Company transfers Data to Equatex AG and Equatex US Inc. and their respective affiliates (the “Plan Broker”) and to other third-party service providers, which are assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share Data with such other providers serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service providers, with such agreements being a condition to the ability to participate in the Plan. (c) International Data Transfers. The Company and its service providers are based in Switzerland, the United States, the United Kingdom and/or Germany, and the Participant’s country or jurisdiction may have different data privacy laws and protections than these countries. The Company's legal basis, where required, for the transfer of Data is the Participant’s consent.
7 (d) Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws. (e) Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Restricted Stock Units or other awards to the Participant or administer or maintain such awards, and the Participant would no longer be able to participate in the Plan and would forfeit opportunities associated with the Plan. (f) Data Subject Rights. The Participant understands that data subject rights regarding the processing of Data vary depending on applicable laws and that, depending on where the Participant is based and subject to the conditions set out in such applicable laws, the Participant may have, without limitation, the right to (i) inquire whether and what kind of Data the Company holds about the Participant and how it is processed, and to access or request copies of such Data in a simplified format or by means of a complete declaration, (ii) request the correction or supplementation of Data about the Participant that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the anonymization, blockage or erasure of Data no longer necessary for the purposes underlying the processing, (iv) request the Company to restrict the processing of the Participant’s Data in certain situations where the Participant feels its processing is inappropriate, (v) object to or oppose, in certain circumstances, the processing of Data for legitimate interests, (vi) request information about the institutions with which Data is shared, and (vii) request portability of the Participant’s Data that the Participant has actively or passively provided to the Company or the Employer (which does not include data derived or inferred from the collected data), where the processing of such Data is based on consent or the Participant’s employment and is carried out by automated means. In case of concerns, the Participant understands that he or she may also have the right to lodge a complaint with the competent local data protection authority. Further, to receive clarification of, or to exercise any of, the Participant’s rights, the Participant understands that he or she should contact his or her local human resources representative. By accepting the grant and indicating consent by signing this Agreement below or via the Company’s online acceptance procedure, the Participant is declaring that he or she agrees with the data processing practices described herein and expressly consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European, Brazilian, or other non-U.S. data protection law perspective, for the purposes described above. 14. Exchange Control and Foreign Asset/Account Reporting Acknowledgement. Local foreign exchange laws may affect the grant of the Restricted Stock Units, the receipt of Shares upon settlement of the Restricted Stock Units, the sale of Shares received upon settlement of 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 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 may also be subject to foreign asset/account reporting requirements as a result of the acquisition, holding or transfer of Shares or cash resulting from participation in the Plan, to or from a brokerage/bank account or entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such assets, accounts, the balances therein, or the transactions related thereto to the applicable authorities in such country. The Participant is responsible for being aware of and satisfying any exchange
8 control and foreign asset/account reporting requirements that may be necessary in connection with the Restricted Stock Units. 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 know and abide by the requirements that are the Participant’s responsibility. The Participant should consult with his or her own personal legal 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 (including Addendum A) 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. The Participant acknowledges that the Participant is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement. Furthermore, 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. 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. The Restricted Stock Units and any Shares subject to the Restricted Stock Units shall be subject to any special terms and conditions set forth in the Appendix to this Agreement for the Participant’s country. Moreover, if the Participant relocates to, or becomes a resident of, 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 for legal or administrative reasons. 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 for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 22. Permitted Modifications to Comply with Laws. The Company reserves the right to unilaterally amend this Agreement, prior to a Change in Control (as defined in Addendum A), solely to facilitate compliance with existing or adopted applicable ordinances, laws, rules or regulations (“Laws”) (even if
9 such Laws have not yet taken effect), including but not limited to any Laws related to the Minder initiative in Switzerland. 23. Insider Trading Restrictions/Market Abuse Laws. Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including, but not limited to, Switzerland, the United States and Participant’s country, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Neither the Company nor any of its Subsidiaries or Affiliates will be responsible for such restrictions or liable for the failure on the Participant’s part to know and abide by such restrictions. The Participant should consult with his or her own personal legal advisers to ensure compliance with local laws. 24. Internal Revenue Code Section 409A. (a) Notwithstanding anything in this Agreement, for purposes of complying with Code Section 409A, if the Restricted Stock Units are considered an item of non-qualified deferred compensation subject to Code Section 409A (“Deferred Compensation”), the vested Restricted Stock Units shall be settled within sixty (60) days after the earlier of (i) the applicable Vesting Date, (ii) the Participant’s “separation from service” within the meaning of Code Section 409A in connection with an accelerated vesting event pursuant to Section 5(b) (provided that the Participant’s Disability must constitute a “disability” within the meaning of Code Section 409A and the U.S. Treasury Regulations) and, if applicable, Section (c) of Addendum A (only to the extent the Change in Control constitutes a “change in control event” within the meaning of Code Section 409A and the U.S. Treasury Regulations), and (iii) the Participant’s death. In addition, in the event of Restricted Stock Units that are Deferred Compensation and settled on a date that is by reference to the Participant’s separation from service, if the Participant is a “specified employee” within the meaning of Code Section 409A on the date the Participant experiences a separation from service, then the Restricted Stock Units shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, solely to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. (b) The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, in the manner that the Administrator may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24(b) does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is
10 intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Administrator with respect thereto. * * * By the Participant’s agreement to this Agreement, 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. In order to agree to this Agreement, please click “I Agree” below.
A-1 LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN ADDENDUM A Change in Control Provisions The following provisions shall be incorporated into the Performance Share Unit Agreement to which this Addendum A is attached (the “Agreement”). To the extent any capitalized terms used in this Addendum A are not defined, they shall have the meanings given to them in the Agreement or the Plan, as applicable. (a) Change in Control. Notwithstanding the provisions of the Agreement, if a Change in Control occurs prior to the end of the Performance Period and the Participant’s Service has not terminated prior to the consummation of the Change in Control (the “Change in Control Date”), then immediately prior to the Change in Control Date, the Participant’s outstanding Restricted Stock Units will be automatically converted into a number of time-based Restricted Stock Units (the “Time-Based RSUs”), as determined in Section (b) below, that shall vest, subject to the Participant’s continuous Service from the Grant Date through the Vesting Date set forth in Section 1 of the Agreement, except as otherwise provided in Sections 5(b) or 5(c) of the Agreement and in this Addendum A. (b) Determination of Time-Based RSUs. The number of Time-Based RSUs that shall be eligible to vest in accordance with Section (a) above, shall be equal to a number of Restricted Stock Units equal to the Performance-Vested RSUs, determined in accordance with Section 2 of the Agreement as of the Change in Control Date, with any adjustments and modifications to the components comprising the performance goals and/or to the determination of the attainment of actual performance deemed appropriate by the Administrator, in its sole discretion, in light of the truncated Performance Period. (c) Vesting Acceleration Upon an Involuntary Termination. In the event of a Change in Control in which the successor company or an affiliate thereof assumes, substitutes or otherwise replaces the Time-Based RSUs, if the Participant experiences an Involuntary Termination within 12 months after a Change in Control Date, any unvested Time-Based RSUs shall vest immediately as of the date of such Involuntary Termination with respect to a number of Time-Based RSUs equal to the product of (i) the Time- Based RSUs, multiplied by (B) the Proration Factor, rounded down to the nearest whole number of Restricted Stock Units. (d) Settlement. Time-Based RSUs that vest pursuant to this Addendum A shall be settled in accordance with Section 3 and, if applicable, Section 24 of the Agreement. (e) Definitions. The following definitions shall apply for purposes of this Addendum A: (i) Base Salary. The term “Base Salary” shall mean the greater of (i) the Participant’s annual base salary, as in effect immediately prior to the Participant’s termination of employment with the Company or Employer, or (ii) the Participant’s annual base salary as in effect on the effective date of [FOR MEMBERS OF THE LEADERSHIP TEAM ONLY: change in control agreement between the Company or Employer and the Participant (the “COC Severance Agreement”)] [FOR MEMBERS OF THE GROUP MANAGEMENT TEAM ONLY: the Participant’s written employment agreement, if any]. (ii) Cause. The term “Cause” shall mean the Participant’s: (A) willful dishonesty or fraud with respect to the business affairs of the Company and its direct and indirect subsidiaries (collectively, “Logitech”); (B) intentional falsification of any employment or Logitech records; (C) misappropriation of or intentional damage to the
2 business or property of Logitech, including (but not limited to) the improper use or disclosure of the confidential or proprietary information of Logitech (excluding misappropriation or damage that results in a loss of little or no consequence to the business or property of Logitech); (D) conviction (including any plea of guilty or nolo contendere) of a felony that, in the judgment of the Board (excluding the Participant, as applicable), materially impairs the Participant's ability to perform his or her duties for Logitech or adversely affects Logitech’s standing in the community or reputation; (E) willful misconduct that is injurious to the reputation or business of Logitech; or (F) refusal or willful failure to perform any assigned duties reasonably expected of a person in his or her position (excluding during any statutory leaves of absence as permitted by law, and with reasonable accommodations for any disability required by law) after receipt of written notice by the Chief Executive Officer or Executive Chairman of the Company or Employer of such refusal or failure and a reasonable opportunity to cure (as described below). The Participant shall be given written notice by the Employer of its intention to terminate the Participant for Cause, which notice (a) shall state with particularity the grounds on which the proposed termination for Cause is based and (b) shall be given no later than (i) ninety (90) days after the occurrence of the event giving rise to such grounds (or ninety (90) days after such later date as represents the actual knowledge by an executive officer of the Company or Employer (excluding the Participant) of such grounds) or (ii) such longer or shorter period imposed by applicable laws. The termination shall be effective upon the Participant's receipt of such notice; provided, however, that with respect to subsection (F) of this Section (e)(ii), the Participant shall have thirty (30) days (or such longer or shorter period imposed by applicable laws) after receiving such notice in which to cure any refusal or willful failure to perform (to the extent such cure is possible). If the Participant fails to cure such failure to perform within such thirty-day (30-day) or legally applicable period, the Participant’s employment with the Employer (and Service to the Company) shall thereupon be terminated for Cause. (iii) 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 Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange 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.
3 (iv) 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 employee 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; (E) the Company’s failure to obtain the assumption by any successor of the Company of the [FOR MEMBERS OF THE LEADERSHIP TEAM ONLY: COC Severance Agreement (to the extent contemplated under such COC Severance Agreement] [FOR MEMBERS OF THE GROUP MANAGEMENT TEAM ONLY: Participant’s written employment agreement, if any (to the extent contemplated under such employment agreement)]; or (F) a material reduction of the Participant’s duties, position or responsibilities relative to the Participant’s duties, position or responsibilities in effect immediately prior to such reduction, without the Participant’s express written consent. 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 or Employer (or a successor of the Company or Employer, if applicable) written notice of such condition within 90 days after such condition comes into existence and the Company or Employer (or a successor of the Company or Employer, if applicable) fails to remedy such condition within 30 days after receiving the Participant’s written notice. (v) Involuntary Termination. The term “Involuntary Termination” shall mean that the Participant experiences a Separation from Service caused by (i) a termination by the Company or Employer of the Participant’s employment with the Company or Employer that is not effected for Cause or (ii) a resignation by the Participant of his or her employment with the Company or Employer for Good Reason. (vi) 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. [FOR MEMBERS OF THE LEADERSHIP TEAM ONLY: (f) Effect of COC Severance Agreement. This Award shall be subject to the vesting terms set forth in this Agreement, including this Addendum A, which, for the avoidance of any doubt, shall supersede any vesting terms provided for in the COC Severance Agreement.] (g) 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.
1 LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN APPENDIX ADDITIONAL TERMS AND CONDITIONS OF PERFORMANCE SHARE UNIT AGREEMENT This Appendix includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix shall have the meanings set forth in the Plan and/or the Agreement. This Appendix also includes information regarding securities law and other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of May 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest or the Participant sells Shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working or transfers employment between countries after the Grant Date, the Participant may be subject to the special terms and conditions for more than one country and/or the information for more than one country may be applicable to the Participant. It is also possible that the special terms and conditions and the information may not be applicable to the Participant in such a case. ALL CURRENT EUROPEAN ECONOMIC AREA (“EEA”) MEMBER COUNTRIES Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement.
2 ARGENTINA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. Neither the Restricted Stock Units nor the underlying Shares are publicly offered or listed on any stock exchange in Argentina. AUSTRALIA Nature of Plan. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act of 1997 (Cth) (the “Act”) applies (subject to the conditions of the Act). Grant of Restricted Stock Units. This provision supplements Section 1 of the Agreement: The offer of the Restricted Stock Units is being made pursuant to Division 1A, Part 7.12 of the Corporations Act 2001 (Cth). Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. AUSTRIA There are no additional country-specific provisions. BELGIUM There are no additional country-specific provisions. BRAZIL Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:
3 “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Nature of Grant. This provision supplements Section 12 of the Agreement: In accepting the grant, the Participant agrees that (i) he or she is making an investment decision and (ii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to the Participant. Compliance with Law. In accepting the grant, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the Restricted Stock Units and the Shares acquired under the Plan. CANADA Settlement of Vested Restricted Stock Units. The following provision supplements Section 3 of the Agreement: Notwithstanding any discretion set forth in Section 11(e) of the Plan, settlement of vested Restricted Stock Units granted to Participants residing in Canada will be made in the form of Shares only. Termination of Service. This provision replaces Section 5(a) of the Agreement: Except as otherwise provided in Sections 5(b) or 5(c) or Section (c) of Addendum A, if the Participant’s Service terminates for any reason (whether or not later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), all unvested Restricted Stock Units shall be immediately forfeited without consideration. For purposes of the preceding sentence, the Participant’s right to vest in the Restricted Stock Units will terminate effective as of the date that is the earlier of (i) the date of termination of the Participant’s Service, or (ii) the date on which the Participant receives notice of termination of Service from the Company or the Employer, regardless of any notice period or period of pay in lieu of such notice or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of a written employment agreement, if any (including, but not limited to statutory law, regulatory law and/or common law). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Participant’s right to vest in the Restricted Stock Units, if any, will terminate effective upon the expiry of the minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates.
4 Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The Participant is permitted to sell Shares acquired under the Plan through the Plan Broker, provided the resale of Shares acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the SIX Swiss Exchange and on the Nasdaq Global Select Market. The following provisions will also apply if the Participant is a resident of Quebec: Data Privacy. This provision supplements Section 13 of the Agreement: The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any Parent, Subsidiary or Affiliate and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Parent, Subsidiary or Affiliate to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges that the Company, the Employer, any other Parent, Subsidiary or Affiliate and the Plan Broker may use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan. CHILE Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The offer of the Restricted Stock Units constitutes a private offering in Chile effective as of the Grant Date. The offer of Restricted Stock Units is made subject to general ruling n° 336 of the Chilean Commission for the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide information about the Restricted Stock Units or Shares in Chile. Unless the Restricted Stock Units and/or the Shares are registered with the CMF, a public offering of such securities cannot be made in Chile. Esta oferta de las Unidades de Acciones Restringidas se considera una oferta privada in Chile efectiva a partir de la Fecha de la Concesión. Esta oferta de las Unidades de Acciones Restringidas se hace sujeta a la regla general no. 336 de la Comisión para el Mercado Financiero Chilena (“CMF”). La oferta se refiere a valores no inscritos en el registro de valores o en el registro de valores extranjeros de la CMF y,
5 por lo tanto, tales valores no están sujetos a la fiscalización de ésta. Dado que las Unidades de Acciones Restringidas no están registradas en Chile, no se requiere que la Compañía provea información sobre las Unidades de Acciones Restringidas o acciones en Chile. A menos que las Unidades de Acciones Restringidas y/o acciones estén registradas con la CMF, una oferta pública de tales valores no puede hacerse en Chile. CHINA The following terms and conditions will be applicable to the Participant to the extent that the Company, in its discretion, determines that the Restricted Stock Units or the Participant's participation in the Plan will be subject to exchange control restrictions in the People’s Republic of China (the “PRC”), as implemented by the PRC State Administration of Foreign Exchange (“SAFE”). Vesting. The following provision supplements Section 2 of the Agreement: In addition to any other vesting and settlement conditions and notwithstanding anything to the contrary in the Plan or the Agreement, the Restricted Stock Units will not vest and no Shares will be delivered to the Participant unless and until all necessary approvals from SAFE or its relevant branch have been received and remain effective, as determined by the Company in its sole discretion (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to or is not effective as of any date(s) on which the Restricted Stock Units are scheduled to vest in accordance with Section 2 of the Agreement, the Restricted Stock Units will not vest until the Company determines that SAFE Approval is obtained and is effective (the “Actual Vesting Date”). If the Participant’s Service terminates prior to the Actual Vesting Date, the Participant shall not be entitled to vest in any portion of the Restricted Stock Units and the Restricted Stock Units shall be forfeited without any liability to the Company, the Employer or any Subsidiary or Affiliate. Settlement of Vested Restricted Stock Units and Sale of Shares. The following provision supplements Section 3 of the Agreement: To facilitate compliance with any applicable laws or regulations in China, the Participant agrees (i) to the immediate sale of any Shares issued to the Participant either upon vesting and settlement of the Restricted Stock Units, upon termination of the Participant’s Service, or within any other time frame as the Company determines to be necessary or recommended to comply with local regulatory requirements, and/or (ii) to hold any Shares issued to the Participant upon vesting and settlement in an account with the Plan Broker until such Shares are sold. The Participant further agrees that the Company is authorized to instruct the Plan Broker to assist with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Plan Broker to complete the sale of such Shares. The Participant acknowledges that the Plan Broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant acknowledges that the Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement. Termination of Service Due to Retirement. The following replaces Section 5(c) of the Agreement: If the Participant’s Service terminates by reason of Retirement, any unvested Restricted Stock Units shall vest immediately as of the date of such termination of Service with respect to a number of Restricted Stock Units equal to the product of (A) the Granted RSUs, multiplied by (B) the Proration Factor, rounded down to the nearest whole number of Restricted Stock Units, provided, however, the Company has determined that SAFE Approval has been obtained and is effective as of the date the Participant’s Service terminates.
6 "Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Exchange Control Requirements. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required to repatriate the cash proceeds from the sale of the Shares to China. The Participant further understands that, under local law, such repatriation of the Participant’s cash proceeds may need to be effectuated through a special exchange control account established by the Company, its Parent, Subsidiary or Affiliate or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of any Shares the Participant acquires may be transferred to such special account prior to being delivered to the Participant. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time sales proceeds are distributed through any special exchange control account established by the Company. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. This repatriation requirement will not apply to non-PRC nationals. CROATIA There are no additional country-specific provisions. CZECH REPUBLIC There are no additional country-specific provisions. DENMARK Stock Option Act. The Participant acknowledges that he or she has received an Employer Statement in Danish which sets forth information regarding the terms of the Restricted Stock Units, to the extent that the Danish Stock Option Act, as amended January 1, 2019, applies to the Restricted Stock Units. ESTONIA Language Consent. By accepting the Restricted Stock Units, the Participant confirms having read and understood the documents relating to the Restricted Stock Units (the Plan and the Agreement), which were provided in English, and that he or she does not require translation thereof into Estonian language. The Participant accepts the terms of those documents accordingly. Kinnitus teabe arusaamiseks muus keeles. Võttes vastu piiratud aktsiaühikute (Restricted Stock Units) pakkumise, kinnitab Osaleja, et ta on ingliskeelsena esitatud pakkumisega seotud dokumendid (Plaani ja Lepingu) läbi lugenud ja nendest aru saanud ning et ta ei vaja nende tõlkimist eesti keelde. Sellest tulenevalt Osaleja nõustub viidatud dokumentide tingimustega. FINLAND There are no additional country-specific provisions.
7 FRANCE Language Consent. By accepting the grant of the Restricted Stock Units, the Participant confirms having read and understood the Plan and the Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly. Consentement relatif à la langue utilisée. En acceptant cette attribution gratuite d’actions, le Participant confirme avoir lu et compris le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause. GERMANY There are no additional country-specific provisions. GREECE There are no additional country-specific provisions. HONG KONG Settlement of Vested Restricted Stock Units. The following provision supplements Section 3 of the Agreement: Notwithstanding any discretion set forth in Section 11(e) of the Plan, settlement of vested Restricted Stock Units granted to Participants residing in Hong Kong will be made in the form of Shares only. In the unlikely event the Restricted Stock Units vest and are settled within six months of the Grant Date, the Participant agrees that he or she will not dispose of the Shares issued to him or her or otherwise offer the Shares to the public prior to the six-month anniversary of the Grant Date. The Participant agrees that any Shares acquired upon vesting and settlement are accepted as a personal investment. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. WARNING: The Restricted Stock Units and any Shares issued upon settlement of the Restricted Stock Units do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, its Parent, Subsidiary or Affiliate. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Restricted Stock Units are intended only for the personal use of each eligible employee of the Employer, the Company or any Parent, Subsidiary or Affiliate and may
8 not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Participant should obtain independent professional advice. Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance. HUNGARY There are no additional country-specific provisions. INDIA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Exchange Control Information. Unless the Participant can rely on any applicable exemptions, the Participant understands that the Participant must repatriate any funds related to the Plan to India within such time as prescribed under applicable Indian exchange control laws as may be amended from time to time. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. Further, the Participant agrees to provide the Company or the Employer with any information they may require to make any applicable filings under exchange control laws in India. The Participant should consult with his or her personal legal advisor to ensure compliance with applicable exchange control requirements. INDONESIA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Language Consent and Notification. By accepting this Award, the Participant (i) confirms having read and understood the documents relating to this Award (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accepts the terms of those documents accordingly, and (iii) agrees
9 not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued). IRELAND Director Notification Obligation. If the Participant is a director, shadow director or secretary of the Company’s Irish Subsidiary or Affiliate the Participant must notify the Irish Subsidiary or Affiliate in writing if the Participant receives or disposes of an interest exceeding 1% of the Company (e.g., Restricted Stock Units, Shares), if the Participant becomes aware of the event giving rise to the notification requirement, or if the Participant becomes a director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse, civil partner, or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary). The Participant should consult with his or her own personal legal adviser to ensure compliance with this requirement, if applicable. ITALY Plan Document Acknowledgment. In accepting the Restricted Stock Units, the Participant acknowledges that the Participant has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix. The Participant further acknowledges that the Participant has read and specifically and expressly approves the following sections of the Agreement: Grant of Restricted Stock Units, Vesting and Performance Goals, Settlement of Vested Restricted Stock Units, Termination of Service, Recovery of Erroneously Awarded Compensation, Suspension or Cancellation for Misconduct, Responsibility for Taxes, Nature of Grant, Exchange Control and Foreign Asset/Account Reporting Acknowledgment, Entire Agreement; Governing Law, Language, Appendix, Imposition of Other Requirements, and Permitted Modifications to Comply with Laws. JAPAN Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. KOREA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates.
10 Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Responsibility for Taxes. The following provision supplements Section 8 of this Agreement. In accepting the grant of Restricted Stock Units, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to (i) withhold from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) withhold Shares otherwise deliverable to the Participant upon vesting/settlement or (iii) to sell Shares otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items. LITHUANIA There are no additional country-specific provisions. MALAYSIA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Data Privacy. This provision replaces Section 13 of the Agreement: The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other grant materials by and among, as applicable, the Employer, the Company and any of its other Subsidiaries or Affiliates or any third parties authorised by the same in assisting in the implementation, administration and management of the Participant’s participation in the Plan. The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships Peserta dengan ini secara eksplisit, sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang diterangkan dalam Perjanjian dan apa-apa bahan geran oleh dan di antara, seperti mana yang terpakai, Majikan, Syarikat dan mana-mana Anak Syarikat yang lain atau Syarikat Sekutu atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama dalam membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, nombor insurans sosial, passport atau nombor pengenalan lain,
11 held in the Company, the fact and conditions of the Participant’s participation in the Plan, details of all Restricted Stock Units or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The source of the Data is the Participant’s Employer as well as information which the Participant is providing to the Company and the Employer in connection with the Plan including this Appendix. The Participant also authorizes any transfer of Data, as may be required, to Equatex AG, Equatex US Inc. or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon vesting of the Restricted Stock Units are deposited. The Participant acknowledges that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to the Participant’s country, which may not give the same level of protection to Data. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company, Equatex AG, Equatex US Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat mengenai penyertaan Peserta dalam Pelan, butir-butir tentang semua Unit-unit Saham Terbatas atau apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Peserta (“Data”), untuk tujuan ekslusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Sumber Data adalah daripada Majikan Peserta dan juga maklumat dimana Peserta menyediakan kepada Syarikat dan Majikan berhubung dengan Pelan tersebut termasuk Lampiran ini. Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada Equatex AG, Equatex US Inc. atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa peletakan hak Unit-unit Saham Terbatas didepositkan. Peserta memaklumkan bahawa penerima-penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza dengan negara Peserta, dimana mungkin tidak memberi tahap perlindungan Data yang sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Syarikat, Equatex AG, Equatex US Inc. dan mana-mana penerima-penerima lain yang mungkin membantu Syarikat (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta
12 storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing the Participant’s local human resources representative, whose contact details are Director of People and Culture Asia Pacific at peopleconnect@logitech.com. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s employment status or service and career with the Company and/or the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant future Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative. dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan- pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan Peserta, dimana butir-butir hubungan adalah Director of People and Culture Asia Pacific di peopleconnect@logitech.com. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, status pekerjaan atau perkhidmatan dan kerjaya Peserta dengan Syarikat dan / atau Majikan tidak akan terjejas; satu-satunya akibat buruk jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Syarikat tidak akan dapat memberikan Unit-unit Saham Terbatas atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya. Director Notification Obligation. If the Participant is a director of the Company's Malaysian Subsidiary or Affiliate, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or Affiliate in writing when the Participant receives or disposes of an interest (e.g., Restricted Stock Units, Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company. MEXICO Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates.
13 Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Labor Law Acknowledgement. These provisions supplement Section 12 of the Agreement: Modification. By accepting the Restricted Stock Units, the Participant understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment. Policy Statement. The Award of Restricted Stock Units the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability. The Company, with registered offices at EPFL – Quartier de l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of Shares does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the sole employer is Logitech Servicios Latinoamérica, S.A. de C.V., and nor does it establish any rights between the Participant and the Employer. Plan Document Acknowledgment. By accepting the Award of Restricted Stock Units, the Participant acknowledges that the Participant has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement. In addition, by signing the Agreement, the Participant further acknowledges that the Participant has read and specifically and expressly approves the terms and conditions in the Nature of Grant, Section 12 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and any Parent, Subsidiary or Affiliate are not responsible for any decrease in the value of the Shares underlying the Restricted Stock Units. Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of the Participant’s participation in the Plan and therefore grants a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliate with respect to any claim that may arise under the Plan. Securities Law Information. The Restricted Stock Units and the Shares offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Award may not be publicly distributed in Mexico. These materials are addressed to the Participant only because of the Participant’s existing relationship with the Company and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present service providers of the Company’s Subsidiaries or Affiliates in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred.
14 Spanish Translation Reconocimiento de la Ley Laboral. Estas disposiciones complementan el apartado 12 del Acuerdo: Modification. Al aceptar las Unidades de Acción Restringida, el Participante reconoce y acuerda que cualquier modificación del Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de empleo. Declaración de Política. El Otorgamiento de Unidades de Acción Restringida de la Compañía en virtud del Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier tiempo, sin responsabilidad alguna. La Compañía, con oficinas registradas ubicadas EPFL – Quartier de l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland, es la única responsable de la administración del Plan y de la participación en el mismo y la adquisición de Acciones no establece de forma alguna una relación de trabajo entre el Participante y la Compañía, ya que su participación en el Plan es completamente comercial y el único empleador es Logitech Servicios Latinoamérica, S.A. de C.V., en caso de ser aplicable, así como tampoco establece ningún derecho entre la persona que tenga el derecho a optar y el Empleador. Reconocimiento del Documento del Plan. Al aceptar el Otorgamiento de las Unidades de Acción Restringida, el Participante reconoce que ha recibido copias del Plan, ha revisado el mismo, al igual que la totalidad del Acuerdo y, que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo. Adicionalmente, al firmar el Acuerdo, reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Renuncia de Derecho o Reclamo por Compensación, apartado 12 del Acuerdo, en el cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como su Sociedad controlante, Subsidiaria o Filiales no son responsables por cualquier disminución en el valor de las Acciones en relación a las Unidades de Acción Restringida. Finalmente, declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controlante, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan. La Ley de Valores. Las Unidades de Acciones Restringidas y las Acciones ofrecidos bajo el Plan no se han registrado con el Registro Nacional de Valores que se mantiene por la Comisión Nacional Bancaria y de Valores y no pueden ser ofrecidos públicamente en México. Además, el Plan, el Acuerdo y cualquier documento que se relata al Otorgamiento no puede ser distribuido públicamente en México. Esta materiales se dirigen al Participante solo por causa de la relación existente del Participante con la Compañía y estas materia no deben ser reproducidas en cualquier forma. La oferta que se contiene en estas materiales no constituye una oferta pública de valores, sino más bien constituye una colocación privada de valores que se dirige específicamente a individuos quienes están prestando servicios a las Subsidiarias o Filiales de la Compañía en México y se hace conforme con las provisiones de la Ley del Mercado de Valores, y cualquier derechos bajo tal oferta no serán asignados o transferidos.
15 NETHERLANDS There are no additional country-specific provisions. NEW ZEALAND Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. WARNING: The Participant is being offered Restricted Stock Units which, upon vesting and settlement in accordance with the terms of the Plan and the Agreement, will be converted into Shares which will give the Participant a stake in the ownership of the Company. The Participant may receive a return if dividends are paid on the Shares. If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors have been paid. The Participant may lose some or all of his or her investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, the Participant may not be given all the information usually required. The Participant will also have fewer other legal protections for this investment. The Participant should ask questions, read all documents carefully, and seek independent financial advice before committing to the Restricted Stock Units. The Shares are currently listed on the SIX Swiss Exchange (the "SIX") and the Nasdaq Global Select Market (the Nasdaq"). This means the Participant may be able to sell them on the SIX or the Nasdaq if there are interested buyers. The Participant may get less than the amount invested (or less than the value of the Shares at the time they were received). The price will depend on the demand for the Shares. For a copy of the Company’s most recent financial statements (and, where applicable, a copy of the auditor’s report on those financial statements) and for information on risk factors impacting the Company’s business that may affect the value of the Shares, the Participant should refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company’s “Investor Relations” website at http://ir.logitech.com/investor-relations/default.aspx. NORWAY There are no additional country-specific provisions.
16 POLAND There are no additional country-specific provisions. PORTUGAL Language Consent. The Participant hereby expressly declares that he or she has full knowledge of the English language and has read, understood and freely accepted and agreed with the terms and conditions established in the Plan and the Agreement. Conhecimento da Língua. Pela presente, o Participante declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo (Agreement em inglés). ROMANIA Language Consent. By accepting the Restricted Stock Units, the Participant acknowledges that he or she is proficient in reading and understanding English and fully understands the terms of the documents related to the grant (the Agreement and the Plan), which were provided in the English language. The Participant accepts the terms of those documents accordingly. Consimtamant cu Privire la Limba. Prin acceptarea acordarii de Restricted Stock Units-uri, Participantul confirma ca acesta sau aceasta are un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, a citit si confirma ca a inteles pe deplin termenii documentelor referitoare la acordare (Acordul Restricted Stock Units si Planul), care au fost furnizate in limba engleza. Participantul accepta termenii acestor documente in consecinta. SINGAPORE Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The grant of the Restricted Stock Units is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Restricted Stock Units are subject to section 257 of the SFA and the Participant will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made (i) after six (6) months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA. Director Notification Obligation. If the Participant is a director (including an associate director or shadow director) of a Subsidiary or Affiliate of the Company in Singapore, the Participant is subject to certain
17 notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Subsidiary or Affiliate in writing when the Participant receives or disposes of an interest (e.g., Restricted Stock Units, Shares) in the Company or any Subsidiary or Affiliate. These notifications must be made within two days of receiving or disposing of any interest in the Company or any Subsidiary or Affiliate. In addition, a notification must be made of the Participant’s interests in the Company or any Subsidiary or Affiliate within two days of becoming a director. The Participant understands that if the Participant is the Chief Executive Officer (“CEO”) of a Singapore Subsidiary or Affiliate and the above notification requirements are determined to apply to the CEO of a Singapore Subsidiary or Affiliate, the above notification requirements also may apply to the Participant. SPAIN Nature of Grant. The following provision supplements Section 12 of the Agreement: By accepting the Award, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Plan to individuals who may be Service Providers throughout the world. The decision is limited and entered into based upon the express assumption and condition that (i) any Restricted Stock Units will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including the Employer, on an ongoing basis, (ii)the Restricted Stock Units shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose [FOR MEMBERS OF THE LEADERSHIP TEAM ONLY: (including severance compensation)] or any other right whatsoever, and (iii) unless otherwise provided for in this Agreement, the Restricted Stock Units will cease vesting upon termination of the Participant's Service (as further described in the following paragraph below). The Participant also understands that this grant would not be made but for the assumptions and conditions set forth above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Restricted Stock Units and any right to the underlying Shares shall be null and void. The Participant understands and agrees that, as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s Service for any reason (including the reasons listed below) will automatically result in the loss of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of date the Participant has ceased active performance of service, as described in Section 6 of the Agreement. In particular, the Participant understands and agrees that any unvested Restricted Stock Units as of the date the Participant has ceased active Service will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the termination of the Participant’s Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in Section 5 of the Agreement. Securities Law Information. No “offer to the public,” as defined under Spanish Law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Appendix) and any other documents evidencing the grant of the Restricted
18 Stock Units have not been, nor will they be, registered with the Comisión Nacional del Mercado de Valores (the Spanish securities regulator), and none of those documents constitutes a public offering prospectus. SWEDEN Responsibility for Taxes. The following provision supplements Section 8 of the Agreement: Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 8 of the Agreement, in accepting the grant of Restricted Stock Units, the Participant authorizes the Company and/or the Employer to withhold Shares or to sell Shares otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items. SWITZERLAND Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The grant of the Restricted Stock Units does not qualify as the provision of financial services in Switzerland, nor is it either subject to registration in Switzerland or the requirement to publish a prospectus under the Swiss Financial Services Act. This Agreement does not constitute individual investment advice and does not release the Participant from making his or her own assessment with respect to an investment. The Participant must not take any investment decisions solely based on the information contained in this Agreement and shall, if necessary or appropriate in consultation with external advisers, assess the information based on the Participant’s individual circumstances in terms of suitability and appropriateness and any legal, regulatory, tax, accounting or other consequences such an investment may have. TAIWAN Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement.
19 Securities Law Information. The offer of participation in the Plan is available only for Service Providers. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company. THAILAND Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Exchange Control Information. Unless the Participant can rely on any applicable exemptions, the Participant understands that he or she must repatriate any proceeds from the sale of Shares to Thailand immediately upon receipt if the amount of such funds is equal to or greater than a certain threshold (currently US$1,000,000) in a single transaction. In this case, the Participant must convert such funds to Thai Baht or deposit the funds in a foreign exchange account with a commercial bank in Thailand within 360 days of repatriation and provide details of the transaction (i.e., identification information and purpose of the transaction) to the receiving bank. TURKEY Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. Under Turkish law, the Participant is not permitted to sell any Shares acquired under the Plan in Turkey. The Shares are currently listed on the SIX Swiss Exchange and the Nasdaq Global Select Market, which are located outside Turkey, and the Shares may be sold through one of these exchanges. UKRAINE Settlement of Vested Restricted Stock Units and Sale of Shares. The following provision supplements Section 3 of the Agreement: To facilitate compliance with any applicable laws or regulations in Ukraine, the Participant agrees (i) to the immediate sale of any Shares issued to the Participant either upon vesting and settlement of the Restricted Stock Units, upon termination of the Participant’s Service, or within any other time frame as the Company determines to be necessary or recommended to comply with local regulatory requirements, and/or (ii) to
20 hold any Shares issued to the Participant upon vesting and settlement in an account with the Plan Broker until such Shares are sold. The Participant further agrees that the Company is authorized to instruct the Plan Broker to assist with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Plan Broker to complete the sale of such Shares. The Participant acknowledges that the Plan Broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant acknowledges that the Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. UNITED ARAB EMIRATES Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Nature of Grant. The following provision supplements Section 12 of the Agreement: The Participant acknowledges that the Restricted Stock Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Restricted Stock Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable. Securities Law Information. The Restricted Stock Units under the Plan are granted only to select Service Providers of the Company or a Parent, Subsidiary or Affiliate, and are in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such Service Providers and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If the Participant does not understand the contents of the Plan and the Agreement, he or she should consult an authorized financial adviser. The Emirates Securities and Commodities Authority has no responsibility for
21 reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents. UNITED KINGDOM (“U.K.”) Settlement of Vested Restricted Stock Units. The following provision supplements Section 3 of the Agreement: Notwithstanding any discretion set forth in Section 11(e) of the Plan, settlement of vested Restricted Stock Units granted to Participants residing in the U.K. will be made in the form of Shares only. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant's employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Responsibility for Taxes. The following provision supplements Section 8 of the Agreement: Without limitation to Section 8 of the Agreement, the Participant agrees that he or she is liable for all Tax- Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant's behalf. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime, and for paying the Company or the Employer (as appropriate) the value of any employee NICs due on this additional benefit. UNITED STATES (“U.S.”) Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates.
22 VIETNAM Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Settlement of Vested Restricted Stock Units. The following provision replaces Section 3 of the Agreement: The Participant’s vested Restricted Stock Units shall be settled promptly after the applicable Vesting Date pursuant to Section 2 or accelerated vesting event pursuant to Section 5(b) or Addendum A provided that the Company shall have no obligation to issue any payment pursuant to this Agreement unless and until the Participant has satisfied any applicable tax and/or other obligations pursuant to Section 8 below and such issuance otherwise complies with Applicable Laws. The foregoing notwithstanding, Restricted Stock Units shall be settled within sixty (60) days after the Vesting Date or accelerated vesting event, subject to Section 24 hereof. At the time of settlement, the Participant shall receive the cash equivalent of one Share for each vested Restricted Stock Unit, net of applicable withholdings. The cash payment will be made to the Participant through local payroll. Any references in this Agreement to the issuance of Shares will be interpreted accordingly.
EX-10.2
3
exhibit102otheremployees.htm
EX-10.2
exhibit102otheremployees
1 LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENT This Performance Share Unit Agreement, including any country-specific terms and conditions set forth in the attached Appendix (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. 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: [NAME] Grant Date: [GRANT DATE] Performance Period: From: [START DATE] To: [END DATE] Total Number of Restricted Stock [UNITS] Units granted (subject to the actual attainment level of the performance goals in accordance with Section 2 below) (“Granted RSUs”): Vesting Date: [VESTING DATE] 2. Vesting and Performance Goals. (a) Vesting. As soon as reasonably practicable after the close of the Performance Period and no later than the Vesting Date, the Administrator shall determine the total number of Granted RSUs that are eligible to vest based on the attainment level of the performance goals. Except as otherwise provided in Sections 5(b), 5(c) or 24 hereof and in Addendum A, which is attached to this Agreement, the Performance-Vested RSUs (as defined below in this Section 2(a)), as determined by the Administrator, shall vest on the Vesting Date, subject to the Participant’s continuous Service from the Grant Date through the date that is designated as the Vesting Date in Section 1 without giving effect to any delay that is contemplated in the following sentence. The “Vesting Date” for purposes of this Agreement shall mean the date set forth above in Section 1 or such later date on which the Administrator determines the Performance-Vested RSUs pursuant to this Section 2 to the extent the Administrator delays its determination in consideration of an adjustment that is or may be made to a performance criteria to be reported in a subsequent public report that is filed or furnished to the SEC, provided that if the Restricted Stock Units are considered an item of Deferred Compensation (as defined in Section 24(a)), as determined by the Administrator in its sole discretion, the Administrator shall not delay its determination if such delay would result in a violation under Code Section 409A. The number of Performance-Vested RSUs shall be
2 rounded down to the nearest whole number of Restricted Stock Units to the extent the vesting results in a fractional number. [INSERT PERFORMANCE-BASED VESTING CRITERIA]. (b) Performance Goals. [INSERT PERFORMACE-BASED VESTING CRITERIA]. (c) Administrator Determination. The Administrator shall determine the level of attainment of the performance goals set forth in this Section 2 and its determination shall be conclusive and binding on the Participant and the Company. 3. Settlement of Vested Restricted Stock Units. The Participant’s Performance-Vested RSUs shall be settled promptly after the Vesting Date pursuant to Section 2 or accelerated vesting event pursuant to Section 5(b), provided that the Company shall have no obligation to issue Shares pursuant to this Agreement unless and until the Participant has satisfied any applicable tax and/or other obligations pursuant to Section 8 below and such issuance otherwise complies with Applicable Laws. The foregoing notwithstanding, Restricted Stock Units shall be settled within sixty (60) days after the applicable Vesting Date or accelerated vesting event, subject to Section 24 hereof. 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. 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. Termination of Service. (a) Except as otherwise provided in Sections 5(b) or 5(c), if the Participant’s Service terminates for any reason, whether or not such termination is later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any, 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 the Participant’s active Service terminates, regardless of any notice period or period in lieu of notice of termination of employment or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of a written employment agreement, if any. The Administrator shall have the exclusive discretion to determine when the Participant’s active Service terminates for purposes of this Award (i.e., when the Participant has ceased active performance of services for purposes of vesting in this Award), including whether a leave of absence constitutes a termination of Service for purposes of this Award. (b) If the Participant’s Service terminates by reason of death or Disability, any unvested Restricted Stock Units shall vest immediately as of the date of such termination of Service with respect to a number of Restricted Stock Units equal to the product of (A) the Granted RSUs, multiplied by (B) the Proration Factor (the “Proration Factor”), rounded down to the nearest whole number of Restricted Stock Units. The Proration Factor for purposes of this Agreement shall mean a fraction, the numerator of which
3 shall be the number of days of Service completed by the Participant during the Performance Period and the denominator of which shall be the total number of days contained in the Performance Period. (c) If the Participant’s Service terminates by reason of the Participant’s Retirement (as defined in the attached Appendix), the Participant shall continue to be eligible to vest (without regard to the requirement that the Participant continue in Service through the Vesting Date designated in Section 1 above) in a pro rata number of Restricted Stock Units determined in accordance with this Section 5(c). In the event of a Retirement prior to a Change in Control Date (as defined in Addendum A), the Participant shall be eligible to vest in a number of Restricted Stock Units equal to the product of (i) the Performance-Vested RSUs, multiplied by (ii) the Pro Ration Factor, rounded down to the nearest whole number of Restricted Stock Units. In the event of a Retirement on or following a Change in Control Date, the Participant shall be eligible to vest in a number of Restricted Stock Units equal to the product of (A) the Time Based RSUs (as determined in Addendum A), multiplied by (B) the Proration Factor, rounded down to the nearest whole number of Restricted Stock Units. 6. Recovery of Erroneously Awarded Compensation. If the Participant is now or is hereafter subject to the Executive Clawback Policy, or any policy providing for the recovery or repayment to the Company of Awards, Shares, proceeds therefrom, or payments to Participant in the event of fraud, misconduct, wrongdoing or violations of law or as required by Applicable Laws or recommended for governance considerations or in other similar circumstances, then this Award, and any Shares or other payments resulting from settlement of the Restricted Stock Units or proceeds therefrom, are subject to potential recovery by the Company or the Participant’s employer (the “Employer”) under the circumstances set out in the Executive Clawback Policy or such other similar policy as in effect from time to time. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of this Section 6. 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 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 Affiliates, 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 Employer takes with respect to any or all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable or deemed 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, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) 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
4 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 (ii) 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-Related Items in more than one jurisdiction, 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. (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 any applicable obligations or rights with regard to all Tax- Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (ii) withholding from proceeds of the sale of Shares acquired upon 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); (iii) any other method of withholding determined by the Company and, to the extent required by Applicable Laws or the Plan, approved by the Administrator; or (iv) withholding in Shares to be issued upon vesting of the Restricted Stock Units, provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event (other than U.S. Federal Insurance Contribution Act taxes or other Tax-Related Items that become payable in a year prior to the year in which Shares are issued upon settlement of the Restricted Stock Units), as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, any applicable obligations for Tax-Related Items may be satisfied by one or a combination of methods (i) - (iii) hereof. (c) The Company may withhold or account for Tax-Related Items by considering statutory or other withholding rates, including minimum or maximum rates applicable in the jurisdictions applicable to the Participant. In the event of over-withholding, the Participant may receive a refund from the Company of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded by the Company, the Participant may be able to seek a refund from the local tax authorities to the extent the Participant wishes to recover the over-withheld amount in the form of a refund. In the event of under- withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares is 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. (d) 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
5 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 should 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, understands and agrees 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 in the past; (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 Service 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 purpose, 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; (i) the grant of the Restricted Stock Units 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;
6 (j) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units or the recovery by the Company of any Shares (or proceeds therefrom) resulting from (i) the termination of the Participant’s Service by the Company or the Employer (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any) or (ii) the application of any clawback or recovery policy as described in Section 6 of this Agreement; (l) unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; (m) unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of the same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of any Subsidiary or Affiliate; and (n) neither the Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar or the Swiss Franc, as applicable, that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement. 13. Data Privacy. (a) Data Collection and Usage. The Company or any of its Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, telephone number(s), email address(es), date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is the Participant’s consent. (b) Stock Plan Administration Service Providers. The Company transfers Data to Equatex AG and Equatex US Inc. and their respective affiliates (the “Plan Broker”) and to other third-party service providers, which are assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share Data with such other providers serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service providers, with such agreements being a condition to the ability to participate in the Plan. (c) International Data Transfers. The Company and its service providers are based in Switzerland, the United States, the United Kingdom and/or Germany, and the Participant’s country or jurisdiction may have different data privacy laws and protections than these countries. The Company's legal basis, where required, for the transfer of Data is the Participant’s consent.
7 (d) Data Retention. The Company will hold and use the Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and security laws. (e) Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Restricted Stock Units or other awards to the Participant or administer or maintain such awards, and the Participant would no longer be able to participate in the Plan and would forfeit opportunities associated with the Plan. (f) Data Subject Rights. The Participant understands that data subject rights regarding the processing of Data vary depending on applicable laws and that, depending on where the Participant is based and subject to the conditions set out in such applicable laws, the Participant may have, without limitation, the right to (i) inquire whether and what kind of Data the Company holds about the Participant and how it is processed, and to access or request copies of such Data in a simplified format or by means of a complete declaration, (ii) request the correction or supplementation of Data about the Participant that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the anonymization, blockage or erasure of Data no longer necessary for the purposes underlying the processing, (iv) request the Company to restrict the processing of the Participant’s Data in certain situations where the Participant feels its processing is inappropriate, (v) object to or oppose, in certain circumstances, the processing of Data for legitimate interests, (vi) request information about the institutions with which Data is shared, and (vii) request portability of the Participant’s Data that the Participant has actively or passively provided to the Company or the Employer (which does not include data derived or inferred from the collected data), where the processing of such Data is based on consent or the Participant’s employment and is carried out by automated means. In case of concerns, the Participant understands that he or she may also have the right to lodge a complaint with the competent local data protection authority. Further, to receive clarification of, or to exercise any of, the Participant’s rights, the Participant understands that he or she should contact his or her local human resources representative. By accepting the grant and indicating consent by signing this Agreement below or via the Company’s online acceptance procedure, the Participant is declaring that he or she agrees with the data processing practices described herein and expressly consents to the collection, processing and use of Data by the Company and the transfer of Data to the recipients mentioned above, including recipients located in countries which do not adduce an adequate level of protection from a European, Brazilian, or other non-U.S. data protection law perspective, for the purposes described above. 14. Exchange Control and Foreign Asset/Account Reporting Acknowledgement. Local foreign exchange laws may affect the grant of the Restricted Stock Units, the receipt of Shares upon settlement of the Restricted Stock Units, the sale of Shares received upon settlement of 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 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 may also be subject to foreign asset/account reporting requirements as a result of the acquisition, holding or transfer of Shares or cash resulting from participation in the Plan, to or from a brokerage/bank account or entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such assets, accounts, the balances therein, or the transactions related thereto to the applicable authorities in such country. The Participant is responsible for being aware of and satisfying any exchange
8 control and foreign asset/account reporting requirements that may be necessary in connection with the Restricted Stock Units. 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 know and abide by the requirements that are the Participant’s responsibility. The Participant should consult with his or her own personal legal 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 (including Addendum A) 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. The Participant acknowledges that the Participant is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English, so as to allow the Participant to understand the terms and conditions of this Agreement. Furthermore, 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. 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. The Restricted Stock Units and any Shares subject to the Restricted Stock Units shall be subject to any special terms and conditions set forth in the Appendix to this Agreement for the Participant’s country. Moreover, if the Participant relocates to, or becomes a resident of, 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 for legal or administrative reasons. 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 for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 22. Permitted Modifications to Comply with Laws. The Company reserves the right to unilaterally amend this Agreement, prior to a Change in Control (as defined in Addendum A), solely to facilitate compliance with existing or adopted applicable ordinances, laws, rules or regulations (“Laws”) (even if
9 such Laws have not yet taken effect), including but not limited to any Laws related to the Minder initiative in Switzerland. 23. Insider Trading Restrictions/Market Abuse Laws. Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including, but not limited to, Switzerland, the United States and Participant’s country, which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares (e.g., Restricted Stock Units) or rights linked to the value of Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Neither the Company nor any of its Subsidiaries or Affiliates will be responsible for such restrictions or liable for the failure on the Participant’s part to know and abide by such restrictions. The Participant should consult with his or her own personal legal advisers to ensure compliance with local laws. 24. Internal Revenue Code Section 409A. (a) Notwithstanding anything in this Agreement, for purposes of complying with Code Section 409A, if the Restricted Stock Units are considered an item of non-qualified deferred compensation subject to Code Section 409A (“Deferred Compensation”), the vested Restricted Stock Units shall be settled within sixty (60) days after the earlier of (i) the applicable Vesting Date, (ii) the Participant’s “separation from service” within the meaning of Code Section 409A in connection with an accelerated vesting event pursuant to Section 5(b) (provided that the Participant’s Disability must constitute a “disability” within the meaning of Code Section 409A and the U.S. Treasury Regulations), and (iii) the Participant’s death. In addition, in the event of Restricted Stock Units that are Deferred Compensation and settled on a date that is by reference to the Participant’s separation from service, if the Participant is a “specified employee” within the meaning of Code Section 409A on the date the Participant experiences a separation from service, then the Restricted Stock Units shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, solely to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. (b) The Restricted Stock Units are intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A or other adverse tax consequences. In furtherance of this intent, the provisions of this Agreement will be interpreted, operated, and administered in a manner consistent with these intentions. The Administrator may modify the terms of this Agreement and/or the Plan without the consent of the Participant, in the manner that the Administrator may determine to be necessary or advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Code Section 409A if compliance is not practical. This Section 24(b) does not create an obligation on the part of the Company to modify the terms of this Agreement or the Plan and does not guarantee that the Restricted Stock Units or the delivery of Shares upon settlement of the Restricted Stock Units will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. Nothing in this Agreement shall provide a basis for any person to take any action against the Company or any of its Subsidiaries or Affiliates based on matters covered by Code Section 409A, including the tax treatment of any amounts paid under this Agreement, and neither the Company nor any of its Subsidiaries or Affiliates will have any liability under any circumstances to the Participant or any other party if the Restricted Stock Units, the delivery of Shares upon vesting/settlement of the Restricted Stock Units or other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Administrator with respect thereto.
10 * * * By the Participant’s agreement to this Agreement, 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. In order to agree to this Agreement, please click “I Agree” below.
A-1 LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN ADDENDUM A Change in Control Provisions The following provisions shall be incorporated into the Performance Share Unit Agreement to which this Addendum A is attached (the “Agreement”). To the extent any capitalized terms used in this Addendum A are not defined, they shall have the meanings given to them in the Agreement or the Plan, as applicable. (a) Change in Control. Notwithstanding the provisions of the Agreement, if a Change in Control occurs prior to the end of the Performance Period and the Participant’s Service has not terminated prior to the consummation of the Change in Control (the “Change in Control Date”), then immediately prior to the Change in Control Date, the Participant’s outstanding Restricted Stock Units will be automatically converted into a number of time-based Restricted Stock Units (the “Time-Based RSUs”), as determined in Section (b) below, that shall vest, subject to the Participant’s continuous Service from the Grant Date through the Vesting Date set forth in Section 1 of the Agreement, except as otherwise provided in Sections 5(b) or 5(c) of the Agreement. (b) Determination of Time-Based RSUs. The number of Time-Based RSUs that shall be eligible to vest in accordance with Section (a) above, shall be equal to a number of Restricted Stock Units equal to the Performance-Vested RSUs, determined in accordance with Section 2 of the Agreement as of the Change in Control Date, with any adjustments and modifications to the components comprising the performance goals and/or to the determination of the attainment of actual performance deemed appropriate by the Administrator, in its sole discretion, in light of the truncated Performance Period. (c) Settlement. Time-Based RSUs that vest pursuant to this Addendum A shall be settled in accordance with Section 3 and, if applicable, Section 24 of the Agreement. (d) Definitions. The following definition shall apply for purposes of this Addendum A: (i) 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 Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
2 securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities. (e) 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.
1 LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN APPENDIX ADDITIONAL TERMS AND CONDITIONS OF PERFORMANCE SHARE UNIT AGREEMENT This Appendix includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix shall have the meanings set forth in the Plan and/or the Agreement. This Appendix also includes information regarding securities law and other issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities and other laws in effect in the respective countries as of May 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Restricted Stock Units vest or the Participant sells Shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. Finally, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working or transfers employment between countries after the Grant Date, the Participant may be subject to the special terms and conditions for more than one country and/or the information for more than one country may be applicable to the Participant. It is also possible that the special terms and conditions and the information may not be applicable to the Participant in such a case. ALL CURRENT EUROPEAN ECONOMIC AREA (“EEA”) MEMBER COUNTRIES Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant’s employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. ARGENTINA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:
2 “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. Neither the Restricted Stock Units nor the underlying Shares are publicly offered or listed on any stock exchange in Argentina. AUSTRALIA Nature of Plan. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act of 1997 (Cth) (the “Act”) applies (subject to the conditions of the Act). Grant of Restricted Stock Units. This provision supplements Section 1 of the Agreement: The offer of the Restricted Stock Units is being made pursuant to Division 1A, Part 7.12 of the Corporations Act 2001 (Cth). Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant’s employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. AUSTRIA There are no additional country-specific provisions. BELGIUM There are no additional country-specific provisions. BRAZIL Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates.
3 Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Nature of Grant. This provision supplements Section 12 of the Agreement: In accepting the grant, the Participant agrees that (i) he or she is making an investment decision and (ii) the value of the underlying Shares is not fixed and may increase or decrease without compensation to the Participant. Compliance with Law. In accepting the grant, the Participant acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the Restricted Stock Units and the Shares acquired under the Plan. CANADA Settlement of Vested Restricted Stock Units. The following provision supplements Section 3 of the Agreement: Notwithstanding any discretion set forth in Section 11(e) of the Plan, settlement of vested Restricted Stock Units granted to Participants residing in Canada will be made in the form of Shares only. Termination of Service. This provision replaces Section 5(a) of the Agreement: Except as otherwise provided in Sections 5(b) or 5(c), if the Participant’s Service terminates for any reason (whether or not later found to be invalid, unlawful or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), all unvested Restricted Stock Units shall be immediately forfeited without consideration. For purposes of the preceding sentence, the Participant’s right to vest in the Restricted Stock Units will terminate effective as of the date that is the earlier of (i) the date of termination of the Participant’s Service, or (ii) the date on which the Participant receives notice of termination of Service from the Company or the Employer, regardless of any notice period or period of pay in lieu of such notice or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of a written employment agreement, if any (including, but not limited to statutory law, regulatory law and/or common law). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued vesting during a statutory notice period, the Participant’s right to vest in the Restricted Stock Units, if any, will terminate effective upon the expiry of the minimum statutory notice period, but the Participant will not earn or be entitled to pro-rated vesting if the Vesting Date falls after the end of the statutory notice period, nor will the Participant be entitled to any compensation for lost vesting. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement.
4 Securities Law Information. The Participant is permitted to sell Shares acquired under the Plan through the Plan Broker, provided the resale of Shares acquired under the Plan takes place outside Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the SIX Swiss Exchange and on the Nasdaq Global Select Market. The following provisions will also apply if the Participant is a resident of Quebec: Data Privacy. This provision supplements Section 13 of the Agreement: The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any Parent, Subsidiary or Affiliate and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Parent, Subsidiary or Affiliate to record such information and to keep such information in the Participant’s employee file. The Participant acknowledges that the Participant's personal information, including any sensitive personal information, may be transferred or disclosed outside the province of Quebec, including to the U.S. If applicable, the Participant also acknowledges that the Company, the Employer, any other Parent, Subsidiary or Affiliate and the Plan Broker may use technology for profiling purposes and to make automated decisions that may have an impact on the Participant or the administration of the Plan. CHILE Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The offer of the Restricted Stock Units constitutes a private offering in Chile effective as of the Grant Date. The offer of Restricted Stock Units is made subject to general ruling n° 336 of the Chilean Commission for the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the Restricted Stock Units are not registered in Chile, the Company is not required to provide information about the Restricted Stock Units or Shares in Chile. Unless the Restricted Stock Units and/or the Shares are registered with the CMF, a public offering of such securities cannot be made in Chile. Esta oferta de las Unidades de Acciones Restringidas se considera una oferta privada in Chile efectiva a partir de la Fecha de la Concesión. Esta oferta de las Unidades de Acciones Restringidas se hace sujeta a la regla general no. 336 de la Comisión para el Mercado Financiero Chilena (“CMF”). La oferta se refiere a valores no inscritos en el registro de valores o en el registro de valores extranjeros de la CMF y, por lo tanto, tales valores no están sujetos a la fiscalización de ésta. Dado que las Unidades de Acciones Restringidas no están registradas en Chile, no se requiere que la Compañía provea información sobre las Unidades de Acciones Restringidas o acciones en Chile. A menos que las Unidades de Acciones
5 Restringidas y/o acciones estén registradas con la CMF, una oferta pública de tales valores no puede hacerse en Chile. CHINA The following terms and conditions will be applicable to the Participant to the extent that the Company, in its discretion, determines that the Restricted Stock Units or the Participant's participation in the Plan will be subject to exchange control restrictions in the People’s Republic of China (the “PRC”), as implemented by the PRC State Administration of Foreign Exchange (“SAFE”). Vesting. The following provision supplements Section 2 of the Agreement: In addition to any other vesting and settlement conditions and notwithstanding anything to the contrary in the Plan or the Agreement, the Restricted Stock Units will not vest and no Shares will be delivered to the Participant unless and until all necessary approvals from SAFE or its relevant branch have been received and remain effective, as determined by the Company in its sole discretion (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to or is not effective as of any date(s) on which the Restricted Stock Units are scheduled to vest in accordance with Section 2 of the Agreement, the Restricted Stock Units will not vest until the Company determines that SAFE Approval is obtained and is effective (the “Actual Vesting Date”). If the Participant’s Service terminates prior to the Actual Vesting Date, the Participant shall not be entitled to vest in any portion of the Restricted Stock Units and the Restricted Stock Units shall be forfeited without any liability to the Company, the Employer or any Subsidiary or Affiliate. Settlement of Vested Restricted Stock Units and Sale of Shares. The following provision supplements Section 3 of the Agreement: To facilitate compliance with any applicable laws or regulations in China, the Participant agrees (i) to the immediate sale of any Shares issued to the Participant either upon vesting and settlement of the Restricted Stock Units, upon termination of the Participant’s Service, or within any other time frame as the Company determines to be necessary or recommended to comply with local regulatory requirements, and/or (ii) to hold any Shares issued to the Participant upon vesting and settlement in an account with the Plan Broker until such Shares are sold. The Participant further agrees that the Company is authorized to instruct the Plan Broker to assist with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Plan Broker to complete the sale of such Shares. The Participant acknowledges that the Plan Broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant acknowledges that the Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement. Termination of Service Due to Retirement. The following replaces Section 5(c) of the Agreement: If the Participant’s Service terminates by reason of Retirement, any unvested Restricted Stock Units shall vest immediately as of the date of such termination of Service with respect to a number of Restricted Stock Units equal to the product of (A) the Granted RSUs, multiplied by (B) the Proration Factor, rounded down to the nearest whole number of Restricted Stock Units, provided, however, the Company has determined that SAFE Approval has been obtained and is effective as of the date the Participant’s Service terminates. "Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer)
6 following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Exchange Control Requirements. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required to repatriate the cash proceeds from the sale of the Shares to China. The Participant further understands that, under local law, such repatriation of the Participant’s cash proceeds may need to be effectuated through a special exchange control account established by the Company, its Parent, Subsidiary or Affiliate or the Employer, and the Participant hereby consents and agrees that any proceeds from the sale of any Shares the Participant acquires may be transferred to such special account prior to being delivered to the Participant. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time sales proceeds are distributed through any special exchange control account established by the Company. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China. This repatriation requirement will not apply to non-PRC nationals. CROATIA There are no additional country-specific provisions. CZECH REPUBLIC There are no additional country-specific provisions. DENMARK Stock Option Act. The Participant acknowledges that he or she has received an Employer Statement in Danish which sets forth information regarding the terms of the Restricted Stock Units, to the extent that the Danish Stock Option Act, as amended January 1, 2019, applies to the Restricted Stock Units. ESTONIA Language Consent. By accepting the Restricted Stock Units, the Participant confirms having read and understood the documents relating to the Restricted Stock Units (the Plan and the Agreement), which were provided in English, and that he or she does not require translation thereof into Estonian language. The Participant accepts the terms of those documents accordingly. Kinnitus teabe arusaamiseks muus keeles. Võttes vastu piiratud aktsiaühikute (Restricted Stock Units) pakkumise, kinnitab Osaleja, et ta on ingliskeelsena esitatud pakkumisega seotud dokumendid (Plaani ja Lepingu) läbi lugenud ja nendest aru saanud ning et ta ei vaja nende tõlkimist eesti keelde. Sellest tulenevalt Osaleja nõustub viidatud dokumentide tingimustega. FINLAND There are no additional country-specific provisions. FRANCE Language Consent. By accepting the grant of the Restricted Stock Units, the Participant confirms having read and understood the Plan and the Agreement, which were provided in the English language. The Participant accepts the terms of those documents accordingly.
7 Consentement relatif à la langue utilisée. En acceptant cette attribution gratuite d’actions, le Participant confirme avoir lu et compris le Plan et ce Contrat, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause. GERMANY There are no additional country-specific provisions. GREECE There are no additional country-specific provisions. HONG KONG Settlement of Vested Restricted Stock Units. The following provision supplements Section 3 of the Agreement: Notwithstanding any discretion set forth in Section 11(e) of the Plan, settlement of vested Restricted Stock Units granted to Participants residing in Hong Kong will be made in the form of Shares only. In the unlikely event the Restricted Stock Units vest and are settled within six months of the Grant Date, the Participant agrees that he or she will not dispose of the Shares issued to him or her or otherwise offer the Shares to the public prior to the six-month anniversary of the Grant Date. The Participant agrees that any Shares acquired upon vesting and settlement are accepted as a personal investment. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. WARNING: The Restricted Stock Units and any Shares issued upon settlement of the Restricted Stock Units do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, its Parent, Subsidiary or Affiliate. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Restricted Stock Units are intended only for the personal use of each eligible employee of the Employer, the Company or any Parent, Subsidiary or Affiliate and may not be distributed to any other person. If the Participant is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Participant should obtain independent professional advice. Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
8 HUNGARY There are no additional country-specific provisions. INDIA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Exchange Control Information. Unless the Participant can rely on any applicable exemptions, the Participant understands that the Participant must repatriate any funds related to the Plan to India within such time as prescribed under applicable Indian exchange control laws as may be amended from time to time. The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. Further, the Participant agrees to provide the Company or the Employer with any information they may require to make any applicable filings under exchange control laws in India. The Participant should consult with his or her personal legal advisor to ensure compliance with applicable exchange control requirements. INDONESIA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Language Consent and Notification. By accepting this Award, the Participant (i) confirms having read and understood the documents relating to this Award (i.e., the Plan and the Agreement) which were provided in the English language, (ii) accepts the terms of those documents accordingly, and (iii) agrees not to challenge the validity of this document based on Law No. 24 of 2009 on National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued). IRELAND Director Notification Obligation. If the Participant is a director, shadow director or secretary of the Company’s Irish Subsidiary or Affiliate the Participant must notify the Irish Subsidiary or Affiliate in writing if the Participant receives or disposes of an interest exceeding 1% of the Company (e.g., Restricted
9 Stock Units, Shares), if the Participant becomes aware of the event giving rise to the notification requirement, or if the Participant becomes a director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse, civil partner, or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary). The Participant should consult with his or her own personal legal adviser to ensure compliance with this requirement, if applicable. ITALY Plan Document Acknowledgment. In accepting the Restricted Stock Units, the Participant acknowledges that the Participant has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix. The Participant further acknowledges that the Participant has read and specifically and expressly approves the following sections of the Agreement: Grant of Restricted Stock Units, Vesting and Performance Goals, Settlement of Vested Restricted Stock Units, Termination of Service, Recovery of Erroneously Awarded Compensation, Suspension or Cancellation for Misconduct, Responsibility for Taxes, Nature of Grant, Exchange Control and Foreign Asset/Account Reporting Acknowledgment, Entire Agreement; Governing Law, Language, Appendix, Imposition of Other Requirements, and Permitted Modifications to Comply with Laws. JAPAN Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. KOREA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Responsibility for Taxes. The following provision supplements Section 8 of the Agreement: In accepting the grant of Restricted Stock Units, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to (i) withhold from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (ii) withhold Shares
10 otherwise deliverable to the Participant upon vesting/settlement or (iii) to sell Shares otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items. LITHUANIA There are no additional country-specific provisions. MALAYSIA Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Data Privacy. This provision replaces Section 13 of the Agreement: The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other grant materials by and among, as applicable, the Employer, the Company and any of its other Subsidiaries or Affiliates or any third parties authorised by the same in assisting in the implementation, administration and management of the Participant’s participation in the Plan. The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, the fact and conditions of the Participant’s participation in the Plan, details of all Restricted Stock Units or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. The source of the Data is the Participant’s Employer as well as information Peserta dengan ini secara eksplisit, sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang diterangkan dalam Perjanjian dan apa-apa bahan geran oleh dan di antara, seperti mana yang terpakai, Majikan, Syarikat dan mana-mana Anak Syarikat yang lain atau Syarikat Sekutu atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama dalam membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Syarikat dan Majikan mungkin memegang maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, nama Peserta, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, nombor insurans sosial, passport atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat mengenai penyertaan Peserta dalam Pelan, butir-butir tentang semua Unit-unit Saham Terbatas atau apa- apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum dijelaskan bagi faedah Peserta (“Data”), untuk tujuan ekslusif
11 which the Participant is providing to the Company and the Employer in connection with the Plan including this Appendix. The Participant also authorizes any transfer of Data, as may be required, to Equatex AG, Equatex US Inc. or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon vesting of the Restricted Stock Units are deposited. The Participant acknowledges that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to the Participant’s country, which may not give the same level of protection to Data. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company, Equatex AG, Equatex US Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing the Participant’s local human resources representative, whose contact details are Director of People and Culture Asia Pacific at peopleconnect@logitech.com. bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Sumber Data adalah daripada Majikan Peserta dan juga maklumat dimana Peserta menyediakan kepada Syarikat dan Majikan berhubung dengan Pelan tersebut termasuk Lampiran ini. Peserta juga memberi kuasa mengenai apa-apa pemindahan Data, yang mungkin diperlukan, kepada Equatex AG, Equatex US Inc. atau pembekal perkhidmatan pelan saham yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dengan pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan siapa sahaja Saham yang diperolehi semasa peletakan hak Unit-unit Saham Terbatas didepositkan. Peserta memaklumkan bahawa penerima-penerima ini mungkin berada di negara Peserta atau mana-mana tempat lain, dan bahawa negara penerima (contohnya di Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza dengan negara Peserta, dimana mungkin tidak memberi tahap perlindungan Data yang sama. Peserta memahami bahawa Peserta boleh meminta satu senarai yang mengandungi nama dan alamat penerima-penerima Data yang berpotensi dengan menghubungi wakil sumber manusia tempatan Peserta. Peserta memberi kuasa kepada Syarikat, Equatex AG, Equatex US Inc. dan mana-mana penerima-penerima lain yang mungkin membantu Syarikat (pada masa sekarang atau pada masa depan) dengan melaksanakan, mentadbir dan mengurus penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa Data hanya akan disimpan untuk tempoh yang perlu bagi melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan. Peserta memahami bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan- pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatan Peserta, dimana butir-butir hubungan adalah
12 Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke consent, the Participant’s employment status or service and career with the Company and/or the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing consent is that the Company would not be able to grant future Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative. Director of People and Culture Asia Pacific di peopleconnect@logitech.com. Selanjutnya, Peserta memahami bahawa dia telah memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuan, status pekerjaan atau perkhidmatan dan kerjaya Peserta dengan Syarikat dan / atau Majikan tidak akan terjejas; satu-satunya akibat buruk jika tidak bersetuju atau menarik balik persetujuan adalah bahawa Syarikat tidak akan dapat memberikan Unit-unit Saham Terbatas atau anugerah ekuiti yang lain kepada Peserta pada masa hadapan atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta memahami bahawa keengganan atau penarikan balik persetujuan boleh menjejaskan keupayaan Peserta untuk mengambil bahagian dalam Pelan. Untuk maklumat lanjut mengenai akibat keengganan Peserta untuk memberikan persetujuan atau penarikan balik persetujuan, Peserta memahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya. Director Notification Obligation. If the Participant is a director of the Company's Malaysian Subsidiary or Affiliate, the Participant is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or Affiliate in writing when the Participant receives or disposes of an interest (e.g., Restricted Stock Units, Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company. MEXICO Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Labor Law Acknowledgement. These provisions supplement Section 12 of the Agreement: Modification. By accepting the Restricted Stock Units, the Participant understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.
13 Policy Statement. The Award of Restricted Stock Units the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability. The Company, with registered offices at EPFL – Quartier de l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of Shares does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the sole employer is Logitech Servicios Latinoamérica, S.A. de C.V., and nor does it establish any rights between the Participant and the Employer. Plan Document Acknowledgment. By accepting the Award of Restricted Stock Units, the Participant acknowledges that the Participant has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement. In addition, by signing the Agreement, the Participant further acknowledges that the Participant has read and specifically and expressly approves the terms and conditions in the Nature of Grant, Section 12 of the Agreement, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and any Parent, Subsidiary or Affiliate are not responsible for any decrease in the value of the Shares underlying the Restricted Stock Units. Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of the Participant’s participation in the Plan and therefore grants a full and broad release to the Employer, the Company and any Parent, Subsidiary or Affiliate with respect to any claim that may arise under the Plan. Securities Law Information. The Restricted Stock Units and the Shares offered under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other document relating to the Award may not be publicly distributed in Mexico. These materials are addressed to the Participant only because of the Participant’s existing relationship with the Company and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present service providers of the Company’s Subsidiaries or Affiliates in Mexico made in accordance with the provisions of the Mexican Securities Market Law, and any rights under such offering shall not be assigned or transferred. Spanish Translation Reconocimiento de la Ley Laboral. Estas disposiciones complementan el apartado 12 del Acuerdo: Modification. Al aceptar las Unidades de Acción Restringida, el Participante reconoce y acuerda que cualquier modificación del Plan o su terminación no constituye un cambio o desmejora de los términos y condiciones de empleo. Declaración de Política. El Otorgamiento de Unidades de Acción Restringida de la Compañía en virtud del Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier tiempo, sin responsabilidad alguna.
14 La Compañía, con oficinas registradas ubicadas EPFL – Quartier de l’Innovation, Daniel Borel Innovation Center, 1015 Lausanne, Switzerland, es la única responsable de la administración del Plan y de la participación en el mismo y la adquisición de Acciones no establece de forma alguna una relación de trabajo entre el Participante y la Compañía, ya que su participación en el Plan es completamente comercial y el único empleador es Logitech Servicios Latinoamérica, S.A. de C.V., en caso de ser aplicable, así como tampoco establece ningún derecho entre la persona que tenga el derecho a optar y el Empleador. Reconocimiento del Documento del Plan. Al aceptar el Otorgamiento de las Unidades de Acción Restringida, el Participante reconoce que ha recibido copias del Plan, ha revisado el mismo, al igual que la totalidad del Acuerdo y, que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan y en el Acuerdo. Adicionalmente, al firmar el Acuerdo, reconoce que ha leído, y que aprueba específica y expresamente los términos y condiciones contenidos en la Renuncia de Derecho o Reclamo por Compensación, apartado 12 del Acuerdo, en el cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como su Sociedad controlante, Subsidiaria o Filiales no son responsables por cualquier disminución en el valor de las Acciones en relación a las Unidades de Acción Restringida. Finalmente, declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, en consecuencia, otorga el más amplio finiquito al Empleador, así como a la Compañía, a su Sociedad controlante, Subsidiaria o Filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan. La Ley de Valores. Las Unidades de Acciones Restringidas y las Acciones ofrecidos bajo el Plan no se han registrado con el Registro Nacional de Valores que se mantiene por la Comisión Nacional Bancaria y de Valores y no pueden ser ofrecidos públicamente en México. Además, el Plan, el Acuerdo y cualquier documento que se relata al Otorgamiento no puede ser distribuido públicamente en México. Esta materiales se dirigen al Participante solo por causa de la relación existente del Participante con la Compañía y estas materia no deben ser reproducidas en cualquier forma. La oferta que se contiene en estas materiales no constituye una oferta pública de valores, sino más bien constituye una colocación privada de valores que se dirige específicamente a individuos quienes están prestando servicios a las Subsidiarias o Filiales de la Compañía en México y se hace conforme con las provisiones de la Ley del Mercado de Valores, y cualquier derechos bajo tal oferta no serán asignados o transferidos. NETHERLANDS There are no additional country-specific provisions. NEW ZEALAND Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant’s employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time.
15 Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. WARNING: The Participant is being offered Restricted Stock Units which, upon vesting and settlement in accordance with the terms of the Plan and the Agreement, will be converted into Shares which will give the Participant a stake in the ownership of the Company. The Participant may receive a return if dividends are paid on the Shares. If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors have been paid. The Participant may lose some or all of his or her investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, the Participant may not be given all the information usually required. The Participant will also have fewer other legal protections for this investment. The Participant should ask questions, read all documents carefully, and seek independent financial advice before committing to the Restricted Stock Units. The Shares are currently listed on the SIX Swiss Exchange (the "SIX") and the Nasdaq Global Select Market (the Nasdaq"). This means the Participant may be able to sell them on the SIX or the Nasdaq if there are interested buyers. The Participant may get less than the amount invested (or less than the value of the Shares at the time they were received). The price will depend on the demand for the Shares. For a copy of the Company’s most recent financial statements (and, where applicable, a copy of the auditor’s report on those financial statements) and for information on risk factors impacting the Company’s business that may affect the value of the Shares, the Participant should refer to the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company’s “Investor Relations” website at http://ir.logitech.com/investor-relations/default.aspx. NORWAY There are no additional country-specific provisions. POLAND There are no additional country-specific provisions. PORTUGAL Language Consent. The Participant hereby expressly declares that he or she has full knowledge of the English language and has read, understood and freely accepted and agreed with the terms and conditions established in the Plan and the Agreement. Conhecimento da Língua. Pela presente, o Participante declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo (Agreement em inglés). ROMANIA
16 Language Consent. By accepting the Restricted Stock Units, the Participant acknowledges that he or she is proficient in reading and understanding English and fully understands the terms of the documents related to the grant (the Agreement and the Plan), which were provided in the English language. The Participant accepts the terms of those documents accordingly. Consimtamant cu Privire la Limba. Prin acceptarea acordarii de Restricted Stock Units-uri, Participantul confirma ca acesta sau aceasta are un nivel adecvat de cunoastere in ce priveste cititirea si intelegerea limbii engleze, a citit si confirma ca a inteles pe deplin termenii documentelor referitoare la acordare (Acordul Restricted Stock Units si Planul), care au fost furnizate in limba engleza. Participantul accepta termenii acestor documente in consecinta. SINGAPORE Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The grant of the Restricted Stock Units is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Restricted Stock Units are subject to section 257 of the SFA and the Participant will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the Restricted Stock Units in Singapore, unless such sale or offer is made (i) after six (6) months from the Grant Date or (ii) pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA. Director Notification Obligation. If the Participant is a director (including an associate director or shadow director) of a Subsidiary or Affiliate of the Company in Singapore, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Subsidiary or Affiliate in writing when the Participant receives or disposes of an interest (e.g., Restricted Stock Units, Shares) in the Company or any Subsidiary or Affiliate. These notifications must be made within two days of receiving or disposing of any interest in the Company or any Subsidiary or Affiliate. In addition, a notification must be made of the Participant’s interests in the Company or any Subsidiary or Affiliate within two days of becoming a director. The Participant understands that if the Participant is the Chief Executive Officer (“CEO”) of a Singapore Subsidiary or Affiliate and the above notification requirements are determined to apply to the CEO of a Singapore Subsidiary or Affiliate, the above notification requirements also may apply to the Participant. SPAIN Nature of Grant. The following provision supplements Section 12 of the Agreement:
17 By accepting the Award, the Participant consents to participation in the Plan and acknowledges that the Participant has received a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Restricted Stock Units under the Plan to individuals who may be Service Providers throughout the world. The decision is limited and entered into based upon the express assumption and condition that (i) any Restricted Stock Units will not economically or otherwise bind the Company or any Parent, Subsidiary or Affiliate, including the Employer, on an ongoing basis, (ii) the Restricted Stock Units shall not become part of any employment contract (whether with the Company or any Parent, Subsidiary or Affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever, and (iii) unless otherwise provided for in the Agreement, the Restricted Stock Units will cease vesting upon termination of the Participant's Service (as further described in the following paragraph below). The Participant also understands that this grant would not be made but for the assumptions and conditions set forth above; thus, the Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Restricted Stock Units and any right to the underlying Shares shall be null and void. The Participant understands and agrees that, as a condition of the grant of the Restricted Stock Units, the termination of the Participant’s Service for any reason (including the reasons listed below) will automatically result in the loss of the Restricted Stock Units to the extent the Restricted Stock Units have not vested as of date the Participant has ceased active performance of service, as described in Section 6 of the Agreement. In particular, the Participant understands and agrees that any unvested Restricted Stock Units as of the date the Participant has ceased active Service will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of the termination of the Participant’s Service by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. The Participant acknowledges that he or she has read and specifically accepts the conditions referred to in Section 5 of the Agreement. Securities Law Information. No “offer to the public,” as defined under Spanish Law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Appendix) and any other documents evidencing the grant of the Restricted Stock Units have not been, nor will they be, registered with the Comisión Nacional del Mercado de Valores (the Spanish securities regulator), and none of those documents constitutes a public offering prospectus. SWEDEN Responsibility for Taxes. The following provision supplements Section 8 of the Agreement: Without limiting the Company’s and the Employer’s authority to satisfy their withholding obligations for Tax-Related Items as set forth in Section 8 of the Agreement, in accepting the grant of Restricted Stock Units, the Participant authorizes the Company and/or the Employer to withhold Shares or to sell Shares
18 otherwise deliverable to the Participant upon vesting/settlement to satisfy Tax-Related Items, regardless of whether the Company and/or the Employer have an obligation to withhold such Tax-Related Items. SWITZERLAND Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The grant of the Restricted Stock Units does not qualify as the provision of financial services in Switzerland, nor is it either subject to registration in Switzerland or the requirement to publish a prospectus under the Swiss Financial Services Act. This Agreement does not constitute individual investment advice and does not release the Participant from making his or her own assessment with respect to an investment. The Participant must not take any investment decisions solely based on the information contained in this Agreement and shall, if necessary or appropriate in consultation with external advisers, assess the information based on the Participant’s individual circumstances in terms of suitability and appropriateness and any legal, regulatory, tax, accounting or other consequences such an investment may have. TAIWAN Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. The offer of participation in the Plan is available only for Service Providers. The offer of participation in the Plan is not a public offer of securities by a Taiwanese company. THAILAND Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates.
19 Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Exchange Control Information. Unless the Participant can rely on any applicable exemptions, the Participant understands that he or she must repatriate any proceeds from the sale of Shares to Thailand immediately upon receipt if the amount of such funds is equal to or greater than a certain threshold (currently US$1,000,000) in a single transaction. In this case, the Participant must convert such funds to Thai Baht or deposit the funds in a foreign exchange account with a commercial bank in Thailand within 360 days of repatriation and provide details of the transaction (i.e., identification information and purpose of the transaction) to the receiving bank. TURKEY Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Securities Law Information. Under Turkish law, the Participant is not permitted to sell any Shares acquired under the Plan in Turkey. The Shares are currently listed on the SIX Swiss Exchange and the Nasdaq Global Select Market, which are located outside Turkey, and the Shares may be sold through one of these exchanges. UKRAINE Settlement of Vested Restricted Stock Units and Sale of Shares. The following provision supplements Section 3 of the Agreement: To facilitate compliance with any applicable laws or regulations in Ukraine, the Participant agrees (i) to the immediate sale of any Shares issued to the Participant either upon vesting and settlement of the Restricted Stock Units, upon termination of the Participant’s Service, or within any other time frame as the Company determines to be necessary or recommended to comply with local regulatory requirements, and/or (ii) to hold any Shares issued to the Participant upon vesting and settlement in an account with the Plan Broker until such Shares are sold. The Participant further agrees that the Company is authorized to instruct the Plan Broker to assist with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization) and the Participant expressly authorizes the Plan Broker to complete the sale of such Shares. The Participant acknowledges that the Plan Broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant acknowledges that the Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:
20 “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant’s employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. UNITED ARAB EMIRATES Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Nature of Grant. The following provision supplements Section 12 of the Agreement: The Participant acknowledges that the Restricted Stock Units and related benefits do not constitute a component of the Participant’s “wages” for any legal purpose. Therefore, the Restricted Stock Units and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as social insurance contributions and/or any other labor-related amounts which may be payable. Securities Law Information. The Restricted Stock Units under the Plan are granted only to select Service Providers of the Company or a Parent, Subsidiary or Affiliate, and are in the nature of providing employee equity incentives in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such Service Providers and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If the Participant does not understand the contents of the Plan and the Agreement, he or she should consult an authorized financial adviser. The Emirates Securities and Commodities Authority has no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents. UNITED KINGDOM (“U.K.”) Settlement of Vested Restricted Stock Units. The following provision supplements Section 3 of the Agreement: Notwithstanding any discretion set forth in Section 11(e) of the Plan, settlement of vested Restricted Stock Units granted to Participants residing in the U.K. will be made in the form of Shares only. Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement:
21 “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) due to actual retirement upon satisfying the eligibility requirements for retirement under either (a) local law in the Participant’s country or (b) the Participant’s employment agreement, if any. If there are no applicable retirement provisions under local law in the Participant’s country, then Retirement shall be determined in accordance with the policies established by the Administrator from time to time. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement. Responsibility for Taxes. The following provision supplements Section 8 of the Agreement: Without limitation to Section 8 of the Agreement, the Participant agrees that he or she is liable for all Tax- Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by HM Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime, and for paying the Company or the Employer (as appropriate) the value of any employee NICs due on this additional benefit. UNITED STATES (“U.S.”) Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. VIETNAM Termination of Service Due to Retirement. The following supplements Section 5(c) of the Agreement: “Retirement” for purposes of Section 5(c) shall mean the Participant’s termination of Service (under circumstances that would not give rise to the Participant’s termination of Service for cause by the Employer) following the date the Participant attains age fifty-five (55) and completes ten (10) years of continuous Service with the Company or any of its Subsidiaries or Affiliates. Notwithstanding anything herein to the contrary, the Administrator may cause the Restricted Stock Units to vest prior to the Vesting Date(s) in order to satisfy any Tax-Related Items that arise prior to the date of settlement of the Restricted Stock Units, subject to the limitations set forth in Section 8 of the Agreement.
22 Settlement of Vested Restricted Stock Units. The following provision replaces Section 3 of the Agreement: The Participant’s vested Restricted Stock Units shall be settled promptly after the applicable Vesting Date pursuant to Section 2 or accelerated vesting event pursuant to Section 5(b) or Addendum A provided that the Company shall have no obligation to issue any payment pursuant to this Agreement unless and until the Participant has satisfied any applicable tax and/or other obligations pursuant to Section 8 below and such issuance otherwise complies with Applicable Laws. The foregoing notwithstanding, Restricted Stock Units shall be settled within sixty (60) days after the Vesting Date or accelerated vesting event, subject to Section 24 hereof. At the time of settlement, the Participant shall receive the cash equivalent of one Share for each vested Restricted Stock Unit, net of applicable withholdings. The cash payment will be made to the Participant through local payroll. Any references in this Agreement to the issuance of Shares will be interpreted accordingly.
EX-31.1
4
exhibit311q1fy26.htm
EX-31.1
Document
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)
I, Johanna (Hanneke) Faber, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Logitech International S.A.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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July 30, 2025 |
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/s/ Johanna (Hanneke) Faber |
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Johanna (Hanneke) Faber
Chief Executive Officer
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EX-31.2
5
exhibit312q1fy26.htm
EX-31.2
Document
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)
I, Matteo Anversa, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Logitech International S.A.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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July 30, 2025 |
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/s/ Matteo Anversa |
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Matteo Anversa
Chief Financial Officer
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EX-32.1
6
exhibit321q1fy26.htm
EX-32.1
Document
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(B) OR RULE 15D-14(B) AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF
THE UNITED STATES CODE
The certification set forth below is being submitted in connection with this quarterly report on Form 10-Q (the “Report”) of Logitech International S.A. (the "Company”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Johanna (Hanneke) Faber, Chief Executive Officer of the Company, and Matteo Anversa, Chief Financial Officer of the Company, each certify that, to the best of his knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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July 30, 2025 |
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/s/ Johanna (Hanneke) Faber |
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Johanna (Hanneke) Faber |
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Chief Executive Officer |
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/s/ Matteo Anversa |
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Matteo Anversa |
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Chief Financial Officer |