UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
     (Mark One)

  x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarter ended September 30, 2009
   
 
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)

Canton of Vaud, Switzerland
(State or other jurisdiction
of incorporation or organization)
None
(I.R.S. Employer
Identification No.)

Logitech International S.A.
Apples, Switzerland
c/o Logitech Inc.
6505 Kaiser Drive
Fremont, California 94555
(Address of principal executive offices and zip code)
 
(510) 795-8500
(Registrant’s telephone number, including area code)
 
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  x      No   ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨       No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer   x
Accelerated filer   ¨
Non-accelerated filer    (Do not check if a smaller reporting company) ¨
Smaller reporting company   ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes    ¨   No x
 
As of  October 30, 2009, there were 175,385,728 shares of the Registrant’s share capital outstanding.

 

 


 

 

TABLE OF CONTENTS
 
   
 
Part I
FINANCIAL INFORMATION
 
     
Item 1.
Consolidated Financial Statements (Unaudited)
3
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25 
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
42
 
 
 
Item 4.
Controls and Procedures
44
     
Part II
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings    
45 
 
 
 
Item 1A.
Risk Factors
45
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
53
     
Item 4.
Submission of Matters to a Vote of Security Holders
53
     
Item 6.
Exhibit Index
55
   
Signatures
56
   
Exhibits
 
 
In this document, unless otherwise indicated, references to the “Company” or “Logitech” are to Logitech International S.A., its consolidated subsidiaries and predecessor entities. 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.
 

 
1

 

PART I – FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 
Financial Statement Description
Page
     
Consolidated Statements of Operations for the three and six months ended September 30, 2009 and 2008
3
     
Consolidated Balance Sheets as of September 30, 2009 and March 31, 2009
4
     
Consolidated Statements of Cash Flows for the six months ended September 30, 2009 and 2008
5
 
 
 
Consolidated Statements of Changes in Shareholders’ Equity for the six months ended September 30, 2009 and 2008
6
     
Notes to Consolidated Financial Statements
7
 
 
 




 
2

 

LOGITECH INTERNATIONAL S.A.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)



 
Three months ended
 
Six months ended
 
 
September 30,
 
September 30,
 
 
2009
 
2008
 
2009
 
2008
 
 
(Unaudited)
 
                 
Net sales
$ 498,093   $ 664,707   $ 824,203   $ 1,173,418  
Cost of goods sold
  346,305     436,633     594,593     771,772  
Gross profit
  151,788     228,074     229,610     401,646  
Operating expenses:
                       
Marketing and selling
  68,835     84,740     127,773     162,020  
Research and development
  31,825     33,351     63,185     66,610  
General and administrative
  23,739     29,620     44,920     62,929  
Restructuring charges
  45     -     1,494     -  
         Total operating expenses
  124,444     147,711     237,372     291,559  
Operating income (loss)
  27,344     80,363     (7,762 )   110,087  
Interest income, net
  639     2,775     1,231     5,327  
Other expense, net
  (1,438 )   (853 )   (636 )   (292 )
Income (loss) before income taxes
  26,545     82,285     (7,167 )   115,122  
Provision for income taxes
  5,802     9,974     9,455     13,505  
Net income (loss)
$ 20,743   $ 72,311   $ (16,622 ) $ 101,617  
                         
Net income (loss) per share:
                       
Basic
$ 0.12   $ 0.41   $ (0.09 ) $ 0.57  
Diluted
$ 0.11   $ 0.39   $ (0.09 ) $ 0.55  
                         
Shares used to compute net income (loss) per share:
                   
Basic
  178,395     178,630     179,058     178,835  
Diluted
  180,989     183,509     179,058     184,154  


















The accompanying notes are an integral part of these consolidated financial statements.

 
3

 

LOGITECH INTERNATIONAL S.A.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)


             
   
September 30,
   
March 31,
 
   
2009
   
2009
 
   
(Unaudited)
       
ASSETS
 
Current assets:
           
Cash and cash equivalents
  $ 524,844     $ 492,759  
Short-term investments
    -       1,637  
Accounts receivable
    259,776       213,929  
Inventories
    239,904       233,467  
Other current assets
    60,104       56,884  
Total current assets
    1,084,628       998,676  
Property, plant and equipment
    97,664       104,132  
Goodwill
    243,108       242,909  
Other intangible assets
    27,505       32,109  
Other assets
    49,092       43,704  
Total assets
  $ 1,501,997     $ 1,421,530  
                 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
                 
Current liabilities:
               
Accounts payable
  $ 291,661     $ 157,798  
Accrued liabilities
    154,529       131,496  
Total current liabilities
    446,190       289,294  
Other liabilities
    142,370       134,528  
Total liabilities
    588,560       423,822  
                 
Commitments and contingencies
               
                 
Shareholders' equity:
               
Shares, par value CHF 0.25 - 191,606,620 issued and authorized
               
and 50,000,000 conditionally authorized at September 30, 2009 and
               
March 31, 2009
    33,370       33,370  
Additional paid-in capital
    24,091       45,012  
Less shares in treasury, at cost, 16,281,115 at September 30, 2009
               
and 12,124,078 at March 31, 2009
    (395,995 )     (341,454 )
Retained earnings
    1,325,039       1,341,661  
Accumulated other comprehensive loss
    (73,068 )     (80,881 )
Total shareholders' equity
    913,437       997,708  
Total liabilities and shareholders' equity
  $ 1,501,997     $ 1,421,530  






The accompanying notes are an integral part of these consolidated financial statements.

 
4

 

LOGITECH INTERNATIONAL S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)


   
Six months ended
 
   
September 30,
 
   
2009
   
2008
 
   
(Unaudited)
 
             
Cash flows from operating activities:
           
Net income (loss)
  $ (16,622 )   $ 101,617  
Non-cash items included in net income (loss):
               
Depreciation
    26,057       22,501  
Amortization of other intangible assets
    4,603       3,470  
Share-based compensation expense related to options, RSUs and
               
  purchase rights
    11,166       11,710  
Write-down of investments
    -       979  
Excess tax benefits from share-based compensation
    (1,346 )     (6,032 )
Loss (gain) on cash surrender value of life insurance policies
    (402 )     363  
Deferred income taxes and other
    (274 )     3,434  
Changes in assets and liabilities:
               
Accounts receivable
    (39,896 )     (99,553 )
Inventories
    (1,011 )     (83,760 )
Other assets
    (8,585 )     (13,611 )
Accounts payable
    130,803       118,930  
Accrued liabilities
    28,407       23,359  
Net cash provided by operating activities
    132,900       83,407  
                 
Cash flows from investing activities:
               
Purchases of property, plant and equipment
    (18,144 )     (25,047 )
Proceeds from cash surrender of life insurance policies
    813       -  
Acquisitions and investments, net of cash acquired
    (200 )     (31,832 )
Premiums paid on cash surrender value life insurance policies
    -       (427 )
Net cash used in investing activities
    (17,531 )     (57,306 )
                 
Cash flows from financing activities:
               
Purchases of treasury shares
    (101,267 )     (76,017 )
Proceeds from sale of shares upon exercise of options and purchase rights
    12,972       22,355  
Excess tax benefits from share-based compensation
    1,346       6,032  
Net cash used in financing activities
    (86,949 )     (47,630 )
                 
Effect of exchange rate changes on cash and cash equivalents
    3,665       (5,592 )
Net increase (decrease) in cash and cash equivalents
    32,085       (27,121 )
Cash and cash equivalents at beginning of period
    492,759       482,352  
Cash and cash equivalents at end of period   $ 524,844     $ 455,231  







The accompanying notes are an integral part of these consolidated financial statements.

 
5

 

LOGITECH INTERNATIONAL S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands)

(Unaudited)

                                       
Accumulated
       
               
Additional
                     
other
       
   
Registered shares
   
paid-in
   
Treasury shares
   
Retained
   
comprehensive
       
   
Shares
   
Amount
   
capital
   
Shares
   
Amount
   
earnings
   
loss
   
Total
 
March 31, 2008
    191,606     $ 33,370     $ 49,821       12,431     $ (338,293 )   $ 1,234,629     $ (19,483 )   $ 960,044  
Net income
    -       -       -       -       -       101,617       -       101,617  
Cumulative translation
                                                               
adjustment
    -       -       -       -       -       -       (13,772 )     (13,772 )
Minimum pension liability adjustment
    -       -       -       -       -       -       148       148  
Unrealized gain on investment
    -       -       -       -       -       -       457       457  
Total comprehensive income
                                                            88,450  
Tax benefit from exercise of
                                                               
stock options
    -       -       6,527       -       -       -       -       6,527  
Purchase of treasury shares
    -       -       -       2,603       (76,017 )     -       -       (76,017 )
Sale of shares upon exercise of
                                                               
options and purchase rights
    -       -       (18,375 )     (1,876 )     40,730       -       -       22,355  
Share-based compensation expense
                                                               
related to employee stock options
                                                               
and stock purchase rights
    -       -       11,824       -       -       -       -       11,824  
September 30, 2008
    191,606     $ 33,370     $ 49,797       13,158     $ (373,580 )   $ 1,336,246     $ (32,650 )   $ 1,013,183  
                                                                 
March 31, 2009
    191,606     $ 33,370     $ 45,012       12,124     $ (341,454 )   $ 1,341,661     $ (80,881 )   $ 997,708  
Net loss
    -       -       -       -       -       (16,622 )             (16,622 )
Cumulative translation
                                                               
adjustment
    -       -       -       -       -       -       12,046       12,046  
Minimum pension liability adjustment
    -       -       -       -       -       -       30       30  
Net deferred hedging loss
    -       -       -       -       -       -       (4,263 )     (4,263 )
Total comprehensive loss
                                                            (8,809 )
Purchase of treasury shares
    -       -       -       5,838       (101,267 )     -       -       (101,267 )
Tax benefit from exercise of
                                                               
stock options
    -       -       1,811       -       -       -       -       1,811  
Sale of shares upon exercise of
                                                               
options and purchase rights
    -       -       (33,754 )     (1,681 )     46,726       -       -       12,972  
Share-based compensation expense
                                                               
related to employee stock options,
                                                               
RSUs and stock purchase rights
    -       -       11,022       -       -       -       -       11,022  
September 30, 2009
    191,606     $ 33,370     $ 24,091       16,281     $ (395,995 )   $ 1,325,039     $ (73,068 )   $ 913,437  














The accompanying notes are an integral part of these consolidated financial statements.

 
6

 

LOGITECH INTERNATIONAL S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Note 1 — The Company
 
Logitech International S.A. is a global leader in peripherals for personal computers and other digital platforms, developing and marketing innovative products in PC navigation, Internet communications, digital music, home-entertainment control, video security, interactive gaming and wireless devices. For the PC, the Company’s products include mice, trackballs, keyboards, gaming controllers, multimedia speakers, headsets, webcams and 3D control devices. For digital music devices, the Company’s products include speakers, headphones, earphones and custom in-ear monitors. For gaming consoles, the Company offers a range of controllers and other accessories. In addition, Logitech offers wireless music solutions for the home, advanced remote controls for home entertainment systems and PC-based video security systems for a home or small business.  The Company generates revenues from sales of its products to a worldwide network of retail distributors and resellers and to original equipment manufacturers (“OEMs”). The Company’s sales to its retail channels comprise the large majority of its revenues.
 
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 Apples, Switzerland, which conducts its business through subsidiaries in the Americas, Europe, Middle East, Africa (“EMEA”) and Asia Pacific. Shares of Logitech International S.A. are listed on both the Nasdaq Global Select Market, under the trading symbol LOGI, and the SIX Swiss Exchange, under the trading symbol LOGN.

Note 2 — Summary of Significant Accounting Policies
 
Basis of Presentation
 
The consolidated financial statements include the accounts of Logitech and its subsidiaries. All intercompany balances and transactions have been eliminated. The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and therefore do not include all the information required by U.S. GAAP for complete financial statements. They should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2009 included in its Annual Report on Form 10-K.

Net loss for the six months ended September 30, 2009 includes $2.2 million in pretax charges related to restructuring accruals, bonus accruals, and revenue related adjustments from fiscal year 2009. We reviewed the accounting errors utilizing SEC Staff Accounting Bulletin No. 99, Materiality and SEC Staff Accounting Bulletin No. 108, Effects of Prior Year Misstatements on Current Year Financial Statements , and determined the impact of errors to be immaterial to the current and prior quarterly and annual periods.

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation with no impact on previously reported net income.

Subsequent events were evaluated through the time of filing this Form 10-Q with the SEC on November 4, 2009 and are disclosed as applicable in the notes to the consolidated financial statements.

In the opinion of management, these financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented. Operating results for the three and six months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2010 or any future periods.
 
 
7

 
Fiscal Year
  
The Company’s fiscal year ends on March 31. Interim quarters are thirteen-week periods, each ending on a Friday. For purposes of presentation, the Company has indicated its quarterly periods as ending on the month end.
 
Changes in Significant Accounting Policies

There have been no substantial changes in our significant accounting policies during the three and six months ended September 30, 2009 compared with the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.

Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect reported amounts of assets, liabilities, net sales and expenses, and the disclosure of contingent assets and liabilities. 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 from those estimates.

Recent Accounting Pronouncements
 
In October 2009, the Financial Accounting Standards Board (“FASB”) published FASB Accounting Standards Update (“ASU”) 2009-14, Certain Revenue Arrangements That Include Software Elements, to   provide guidance for revenue arrangements that include both tangible products and software elements.  Under this guidance, tangible products containing software components and non-software components that function together to deliver the product’s essential functionality are excluded from the software revenue guidance in Accounting Standards Codification (“ASC”) Subtopic 985-605, Software-Revenue Recognition . In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. ASU 2009-14 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We are currently evaluating the appropriate timing for the adoption of ASU 2009-14 and its potential impact on the Company’s consolidated financial statements.
 
In October 2009, the FASB published ASU 2009-13, Multiple Deliverable Revenue Arrangements, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit. This guidance amends the criteria in Subtopic 605-25, Revenue Recognition--Multiple-Element Arrangements, to establish a selling price hierarchy for determining the selling price of a deliverable, based on vendor specific objective evidence, acceptable third party evidence, or estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, the disclosures required for multiple-deliverable revenue arrangements are expanded. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We are currently evaluating the appropriate timing for the adoption of ASU 2009-13 and its potential impact on the Company’s consolidated financial statements and disclosures.


 
8

 

Note 3 — Net Income (Loss) per Share

The computations of basic and diluted net income (loss) per share for the Company were as follows (in thousands except per share amounts):
 

   
Three months ended
   
Six months ended
 
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
   
2008
 
             
Net income (loss)
  $ 20,743     $ 72,311     $ (16,622 )   $ 101,617  
              .                  
Weighted average shares - basic
    178,395       178,630       179,058       178,835  
Effect of potentially dilutive stock options
                               
  and stock purchase rights
    2,594       4,879       -       5,319  
Weighted average shares - diluted
    180,989       183,509       179,058       184,154  
                                 
Net income (loss) per share - basic
  $ 0.12     $ 0.41     $ (0.09 )   $ 0.57  
Net income (loss) per share - diluted
  $ 0.11     $ 0.39     $ (0.09 )   $ 0.55  

     Share equivalents attributable to outstanding stock options and restricted stock units (“RSUs”) of 9,961,610 and 4,997,925 for the three months ended September 30, 2009 and 2008 and 4,635,060 for the six months ended September 30, 2008 were excluded from the calculation of diluted net income per share because the combined exercise price, average unamortized fair value and assumed tax benefits upon exercise of these options and RSUs were greater than the average market price of the Company’s shares, and therefore their inclusion would have been anti-dilutive. Potentially dilutive share equivalents were not considered in the computation of diluted net loss per share for the six months ended September 30, 2009 because their inclusion in calculating a net loss per share would have been anti-dilutive.

Employee equity share options, non-vested shares and similar equity instruments granted by the Company are treated as potential shares in computing diluted net income per share. Diluted shares outstanding include the dilutive effect of in-the-money options which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax impact that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.
 

Note 4 — 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.
 
 
 
9

 
·  
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 as of September 30, 2009, classified by the level within the fair value hierarchy (in thousands):
 
   
Level 1
   
Level 2
   
Level 3
 
Cash and cash equivalents
  $ 524,844     $ -     $ -  
Investment securities
    -       -       1,637  
Foreign exchange derivative assets
    954       -       -  
Total assets at fair value
  $ 525,798     $ -     $ 1,637  
Foreign exchange derivative liabilities
  $ 2,162     $ -     $ -  
Total liabilities at fair value
  $ 2,162     $ -     $ -  
 
The following table presents the Company’s financial assets and liabilities that were accounted for at fair value as of March 31, 2009, classified by the level within the fair value hierarchy (in thousands):
 
                   
   
Level 1
   
Level 2
   
Level 3
 
Cash and cash equivalents
  $ 492,759     $ -     $ -  
Investment securities
    -       -       1,637  
Foreign exchange derivative assets
    208       -       -  
Total assets at fair value
  $ 492,967     $ -     $ 1,637  
Foreign exchange derivative liabilities
  $ 1,849     $ -     $ -  
Total liabilities at fair value
  $ 1,849     $ -     $ -  

Notes 5 and 14 describe the inputs and valuation techniques used to determine fair value.

 
Note 5 — Cash and Cash Equivalents and Investment Securities

Cash and cash equivalents consist of bank demand deposits and time deposits. The time deposits have terms of less than 30 days. Cash and cash equivalents are carried at cost, which is equivalent to fair value.

The Company’s investment securities portfolio as of September 30, 2009 and March 31, 2009 consisted of auction rate securities collateralized by residential and commercial mortgages. The investment securities are classified as available-for-sale and are reported at estimated fair value. Auction rate securities generally have maturity dates greater than 10 years, with interest rates that typically reset through an auction every 28 days. All our investment securities as of September 30, 2009 have maturity dates in excess of 10 years. Since August 2007, auctions for these investments have failed. Consequently, the investments are not currently liquid and the Company will not be able to realize the proceeds, if any, from these investments until a future auction of these investments is successful or a buyer is found outside of the auction process. Management has determined that sale or realization of proceeds from the sale of these investment securities is not expected within the Company’s normal operating cycle of one year, and hence the investment securities were reclassified to non-current assets as of June 30, 2009.
 
 
10

 
The fair value of our auction rate securities is determined by estimating the values of the underlying collateral using published mortgage indices or interest rate spreads for comparably-rated collateral and applying discounted cash flow or option pricing methods to the estimated collateral value. The mortgage indices and spreads are adjusted for factors such as the issuance date of the auction rate security and the rating of the underlying assets. In addition, inputs to the valuation methods include factors such as the timing and amount of cash flow streams, the default risk underlying the collateral, discount rates, and overall capital market liquidity. Such adjustments indicate the inputs fall within Level 3 of the fair value hierarchy.

The following table presents the change in fair value of the Company’s investment securities during the six months ended September 30, 2009:

Balance as of March 31, 2009
  $ 1,637  
Unrealized loss
    -  
Balance as of June 30, 2009
    1,637  
Unrealized loss
    -  
Balance as of September 30, 2009
  $ 1,637  

The par value of our investment securities portfolio at September 30, 2009 and March 31, 2009 was $47.5 million.
 
 
11


Note 6 — Balance Sheet Components

            The following provides the components of certain balance sheet amounts (in thousands):
 
   
September 30,
   
March 31,
 
   
2009
   
2009
 
             
Accounts receivable:
           
Accounts receivable
  $ 383,611     $ 339,903  
Allowance for doubtful accounts
    (6,398 )     (6,705 )
Allowance for returns
    (14,216 )     (25,470 )
Cooperative marketing arrangements
    (50,267 )     (41,082 )
Customer incentive programs
    (43,457 )     (40,369 )
Price protection
    (9,497 )     (12,348 )
    $ 259,776     $ 213,929  
Inventories:
               
Raw materials
  $ 36,747     $ 30,959  
Work-in-process
    3       19  
Finished goods
    203,154       202,489  
    $ 239,904     $ 233,467  
Other current assets:
               
Tax and VAT refund receivables
  $ 21,956     $ 17,275  
Deferred taxes
    22,855       25,546  
Prepaid expenses and other
    15,293       14,063  
    $ 60,104     $ 56,884  
Property, plant and equipment:
               
Plant and buildings
  $ 59,009     $ 56,211  
Equipment
    113,305       108,779  
Computer equipment
    55,138       49,532  
Computer software
    64,055       60,259  
      291,507       274,781  
Less: accumulated depreciation
    (210,027 )     (188,371 )
      81,480       86,410  
Construction-in-progress
    13,058       14,708  
Land
    3,126       3,014  
    $ 97,664     $ 104,132  
Other assets:
               
Deferred taxes
  $ 31,251     $ 27,718  
Cash surrender value of life insurance contracts
    10,275       10,685  
Investment securities
    1,637       -  
Deposits and other
    5,929       5,301  
    $ 49,092     $ 43,704  
Accrued liabilities:
               
Accrued marketing expenses
  $ 25,940     $ 21,984  
              Accrued personnel expenses
    52,452       34,373  
Income taxes payable - current
    5,950       6,828  
Accrued freight and duty
    13,050       9,048  
Accrued restructuring
    423       3,794  
Other accrued liabilities
    56,714       55,469  
    $ 154,529     $ 131,496  
Long-term liabilities:
               
Income taxes payable - non-current
  $ 109,386     $ 101,463  
Obligation for management deferred compensation
    9,788       10,499  
Defined benefit pension plan liability
    20,477       19,822  
Other long-term liabilities
    2,719       2,744  
    $ 142,370     $ 134,528  

 
12

 
The following table presents the changes in the allowance for doubtful accounts during the six months ended September 30, 2009 and 2008 (in thousands):
 
   
September 30,
 
   
2009
   
2008
 
Balance as of March 31, 2009
  $ 6,705     $ 2,497  
Bad debt expense
    (1,194 )     821  
Write-offs net of recoveries
    446       (161 )
Balance as of June 30, 2009
  $ 5,957     $ 3,157  
Bad debt expense
    599       20  
Write-offs net of recoveries
    (158 )     (369 )
Balance as of September 30, 2009
  $ 6,398     $ 2,808  


Note 7 —Goodwill and Other Intangible Assets

The following table summarizes the activity in the Company’s goodwill account during the six months ended September 30, 2009 (in thousands):
 
Balance as of March 31, 2009
  $ 242,909  
Additions
    199  
Balance as of September 30, 2009
  $ 243,108  

Additions to goodwill represented an adjustment related to our acquisition of Ultimate Ears.

The Company’s acquired other intangible assets subject to amortization were as follows (in thousands):

   
September 30, 2009
   
March 31, 2009
 
   
Gross Carrying
   
Accumulated
   
Net Carrying
   
Gross Carrying
   
Accumulated
   
Net Carrying
 
   
Amount
   
Amortization
   
Amount
   
Amount
   
Amortization
   
Amount
 
             
Trademark/tradename
  $ 24,472     $ (19,333 )   $ 5,139     $ 24,398     $ (18,559 )   $ 5,839  
Technology
    49,267       (30,009 )     19,258       49,268       (26,598 )     22,670  
Customer contracts
    7,018       (3,910 )     3,108       7,018       (3,418 )     3,600  
    $ 80,757     $ (53,252 )   $ 27,505     $ 80,684     $ (48,575 )   $ 32,109  

During the six months ended September 30, 2009, changes in the gross carrying value of other intangible assets related to foreign currency translation adjustments.

For the three months ended September 30, 2009 and 2008, amortization expense for other intangibles was $2.2 million and $1.9 million. For the six months ended September 30, 2009 and 2008, amortization expense for other intangible assets was $4.6 million and $3.5 million. The Company expects that amortization expense for the six-month period ending March 31, 2010 will be $4.2 million, and annual amortization expense for fiscal years 2011, 2012, 2013 and 2014 will be $8.5 million, $7.6 million, $5 million and $2.2 million.

Note 8 — Financing Arrangements
 
The Company had several uncommitted, unsecured bank lines of credit aggregating $143.2 million at September 30, 2009. There are no financial covenants under these lines of credit with which the Company must comply. At September 30, 2009, the Company had no outstanding borrowings under these lines of credit.
 

 
13

 
Note 9 — Shareholders’ Equity

Share Repurchases

During the three and six months ended September 30, 2009 and 2008, the Company had the following approved share buyback program in place (in thousands):

Date of Announcement
 
Approved Buyback Amount
 
Expiration Date
 
Completion Date
   
Amount Remaining
 
June 2007
  $ 250,000  
 June 2010
    -     $ 24,985  
 
In September 2008, the Company’s Board of Directors approved a share buyback program which authorizes the Company to invest up to $250 million to purchase its own shares. The September 2008 program is subject to the approval of the Swiss Takeover Board and the completion of the current share buyback program of $250 million.

During the three and six months ended September 30, 2009 and 2008, the Company repurchased shares under its share buyback program as follows (in thousands):
 
   
Three months ended September 30, (1)
   
Six months ended September 30, (1)
 
Date of
 
2009
   
2008
   
2009
   
2008
 
Announcement
 
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
   
Shares
   
Amount
 
June 2007
    5,838     $ 101,267       1,051     $ 27,000       5,838     $ 101,267       2,603     $ 76,017  


 
 (1)   Represents the amount in U.S. dollars, calculated based on exchange rates on the repurchase dates.

Note 10 — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (in thousands):
 
             
   
September 30,
   
March 31,
 
   
2009
   
2009
 
Cumulative translation adjustment
  $ (54,353 )   $ (66,399 )
Pension liability adjustments, net of tax of $990 and $990
    (15,092 )     (15,122 )
Unrealized gain on investment
    424       424  
Net deferred hedging gains (losses)
    (4,047 )     216  
    $ (73,068 )   $ (80,881 )


Note 11 — Restructuring

In January 2009, Logitech initiated a restructuring plan (“2009 Restructuring Plan”) in order to reduce operating expenses and improve financial results in response to deteriorating global economic conditions. We completed a majority of the restructuring activity during the fourth quarter of fiscal year 2009. Restructuring activities primarily consisted of a reduction in salaried workforce, abandonment of projects, and facilities closures. All charges related to the 2009 Restructuring Plan are presented as  restructuring charges in our consolidated statements of operations.
 

 
14

 
The following table summarizes restructuring related activities during the six months ended September 30, 2009 (in thousands):
 
   
Total
   
Termination Benefits
   
Contract Termination Costs
   
Other
 
Balance at March 31, 2009
  $ 3,794     $ 3,779     $ 15     $ -  
Charges
    1,449       1,366       83       -  
Cash payments
    (4,245 )     (4,220 )     (25 )     -  
Other
    (8 )     (4 )     (4 )     -  
Foreign exchange
    91       91       -       -  
Balance at June 30, 2009
  $ 1,081     $ 1,012     $ 69     $ -  
Charges
    45       (22 )     9       58  
Cash payments
    (718 )     (698 )     (20 )     -  
Other
    (4 )     63       -       (67 )
Foreign exchange
    19       19       -       -  
Balance at September 30, 2009
  $ 423     $ 374     $ 58     $ (9 )


Termination benefits incurred pursuant to the 2009 Restructuring Plan are calculated based on regional benefit practices and local statutory requirements. Contract termination costs relate to exit costs associated with the closure of existing facilities.

The Company recorded a total of $22.0 million in restructuring charges in the period from January 1, 2009 to September 30, 2009, which included $17.8 million for termination benefits, $0.5 million for asset impairments, $0.3 million for contract termination costs and $3.4 million for other charges, primarily consisting of pension curtailment and settlement costs. In addition, we expect to record approximately $0.6 million in contract termination costs during the remainder of fiscal year 2010. We expect to complete the restructuring in fiscal year 2010.

Note 12 — Employee Benefit Plans

Employee Share Purchase Plans and Stock Option Plans

As of September 30, 2009, the Company offers the 2006 Employee Share Purchase Plan (Non-U.S.) (“2006 ESPP”), the 1996 Employee Share Purchase Plan (U.S.) (“1996 ESPP”), and the 2006 Stock Incentive Plan. Share-based awards granted to employees and directors include stock options, RSUs granted under the 2006 Stock Incentive Plan and share purchase rights granted under the 2006 ESPP and 1996 ESPP. Shares issued to employees as a result of purchases or exercises under these plans are generally issued from shares held in treasury.
 

 
15

 
The following table summarizes the share-based compensation expense and related tax benefit included in the Company’s consolidated statements of operations for the three and six months ended September 30, 2009 and 2008 (in thousands).


 
Three months ended
   
Six months ended
 
 
September 30,
   
September 30,
 
 
2009
   
2008
   
2009
   
2008
 
           
Cost of goods sold
$ 628     $ 669     $ 1,426     $ 1,400  
Share-based compensation expense included in gross profit
  628       669       1,426       1,400  
                               
Operating expenses:
                             
   Marketing and selling
  2,154       1,989       3,913       3,838  
   Research and development
  1,068       1,147       1,909       2,109  
   General and administrative
  1,908       2,018       3,918       4,363  
Share-based compensation expense included in  operating expenses
  5,130       5,154       9,740       10,310  
Total share-based compensation expense related to employee
                         
   stock options, RSUs and employee stock purchases
  5,758       5,823       11,166       11,710  
Tax benefit
  449       1,241       833       2,198  
Share-based compensation expense related to employee stock
                         
    options, RSUs and employee stock purchases, net of tax
$ 5,309     $ 4,582     $ 10,333     $ 9,512  

As of  September 30, 2009 and 2008, $0.6 million and $0.8 million of share-based compensation cost was capitalized to inventory. As of September 30, 2009, total compensation cost related to non-vested stock options not yet recognized was $45 million, which is expected to be recognized over the next 34 months on a weighted-average basis.

The fair value of employee stock options granted and shares purchased under the Company’s employee purchase plans was estimated using the Black-Scholes-Merton option-pricing valuation model applying the following assumptions and values:

   
Three Months Ended September 30,
   
Six Months Ended September 30,
 
   
Purchase Plans
   
Stock Option Plans
   
Purchase Plans
   
Stock Option Plans
 
   
2009
   
2008
   
2009
   
2008
   
2009
   
2008
   
2009
   
2008
 
                                                 
Dividend yield
    0 %     0 %     0 %     0 %     0 %     0 %     0 %     0 %
Expected life
 
6 months
   
6 months
   
3.9 years
   
3.7 years
   
6 months
   
6 months
   
3.9 years
   
3.7 years
 
Expected volatility
    71 %     41 %     48 %     35 %     71 %     45 %     48 %     34 %
Risk-free interest rate
    0.21 %     1.96 %     2.18 %     2.97 %     0.21 %     2.38 %     2.13 %     2.31 %

The dividend yield assumption is based on the Company’s history and future expectations of dividend payouts. The Company has not paid dividends since 1996.

The expected option life represents the weighted-average period the stock options or purchase offerings are expected to remain outstanding. The expected life is based on historical settlement rates, which the Company believes are most representative of future exercise and post-vesting termination behaviors.

Expected share price volatility is based on historical volatility using daily prices over the term of past options or purchase offerings.  The Company considers historical share price volatility as most representative of future stock option volatility. The risk-free interest rate assumptions are based upon the implied yield of U.S. Treasury zero-coupon issues appropriate for the term of the Company’s stock options or purchase offerings.

 
16

 
The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records share-based compensation expense only for those awards that are expected to vest.

The following table represents the weighted average grant-date fair values of options granted and the expected forfeiture rates:


   
Three Months Ended September 30,
   
Six Months Ended September 30,
 
   
Purchase Plans
   
Stock Option Plans
   
Purchase Plans
   
Stock Option Plans
 
   
2009
   
2008
   
2009
   
2008
   
2009
   
2008
   
2009
   
2008
 
Expected forfeitures
    0 %     0 %     10 %     7 %     0 %     0 %     10 %     7 %
Weighted average grant-date
                                                         
  fair value of options granted
  $ 4.20     $ 7.01     $ 14.10     $ 7.39     $ 4.20     $ 7.94     $ 13.87     $ 7.87  

A summary of activity under the stock option plans is as follows (in thousands, except per share data; exercise prices are weighted averages):


   
Three Months ended September 30,
   
Six Months ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
Number
   
Exercise Price
   
Number
   
Exercise Price
   
Number
   
Exercise Price
   
Number
   
Exercise Price
 
                                                 
Outstanding, beginning of period
    17,751     $ 18       17,033     $ 18       18,897     $ 18       17,952     $ 17  
Granted
    2,200     $ 14       146     $ 25       2,389     $ 14       452     $ 28  
Exercised
    (365 )   $ 9       (492 )   $ 9       (1,034 )   $ 7       (1,544 )   $ 10  
Cancelled or expired
    (456 )   $ 22       (101 )   $ 26       (1,122 )   $ 23       (276 )   $ 24  
Outstanding, end of period
    19,130     $ 18       16,586     $ 18       19,130     $ 18       16,584     $ 18  
                                                                 
Exercisable, end of period
    10,029     $ 15       10,357     $ 12       10,029     $ 15       10,357     $ 12  


The total pretax intrinsic value of options exercised during the three months ended September 30, 2009 and 2008 was $3.1 million and $ 7.8 million and the tax benefit realized for the tax deduction from options exercised during those periods was $0.7 million and $2.6 million. The total pretax intrinsic value of options exercised during the six months ended September 30, 2009 and 2008 was $7.9 million and $29.2 million and the tax benefit realized for the tax deduction from options exercised during those periods was $1.3 million and $7.8 million. The total fair value of options vested as of September 30, 2009 and 2008 was $54.1 million and $44.5 million.

During the three months ended September 30, 2009, the Company granted time-based RSUs to employees and board members pursuant to the 2006 Stock Incentive Plan. The time-based RSUs vest ratably over service periods of four years for employees and one year for non-executive board members. The Company estimates the fair value of these RSUs based on the share market price on the date of grant. Compensation expense related to time-based RSUs is recognized over the vesting period and is included in the total share-based compensation expense disclosed above. As of September 30, 2009, total compensation cost related to time-based RSUs not yet recognized was $3.0 million, which is expected to be recognized over the next 45 months.
 
 
17

 
The Company has also granted performance RSUs to certain senior company executives pursuant to the 2006 Stock Incentive Plan. The RSUs vest at the end of two years from the grant date upon meeting certain share price performance criteria measured against market conditions. Compensation expense related to these RSUs is recognized over the two year performance period and is included in the total share-based compensation expense disclosed above. As of September 30, 2009, total compensation cost related to performance RSUs not yet recognized was $3.0 million, which is expected to be recognized over the next 21 months.
 
     The fair value of performance RSUs granted was estimated using the Monte-Carlo simulation method applying the following assumptions:


   
FY 2009 Grants
   
FY 2010 Grants
 
Dividend yield
    0 %     0 %
Expected life
 
2 years
   
2 years
 
Expected volatility
    41 %     58 %
Risk-free interest rate
    1.82 %     1.11 %


The dividend yield assumption is based on the Company’s history and future expectations of dividend payouts. The expected life of performance RSUs is the service period at the end of which the RSUs will vest if the minimum performance is achieved. The volatility assumption is based on the actual volatility of Logitech’s daily closing share price over a look-back period of two years. The risk free interest rate is derived from the yield on U.S. Treasury Bonds for a two year term.

Defined Contribution Plans
 
Certain of the Company’s subsidiaries have defined contribution employee benefit plans covering all or a portion of their employees. Contributions to these plans are discretionary for certain plans and are based on specified or statutory requirements for others. The charges to expense for these plans for the three months ended September 30, 2009 and 2008 were $1.9 million and $2.0 million and during the six months ended September 30, 2009 and 2008 were $3.5 million and $4.3 million.
 
Defined Benefit Plans
 
Certain of the Company’s subsidiaries sponsor defined benefit pension plans covering substantially all of their employees. Retirement 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 net periodic benefit cost for the three and six months ended September 30, 2009 and 2008 was as follows (in thousands):

   
Three months ended
   
Six months ended
 
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Service cost
  $ 874     $ 614     $ 1,712     $ 1,248  
Interest cost
    352       373       674       758  
Expected return on plan assets
    (320 )     (383 )     (586 )     (779 )
Amortization of net transition obligation
    1       1       2       2  
Amortization of net prior service cost
    34       -       68       -  
Recognized net actuarial loss
    189       112       414       227  
Net periodic benefit cost
  $ 1,130     $ 717     $ 2,284     $ 1,456  


18

 
Note 13 — 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 are generated outside of Switzerland. Prior to the first quarter of fiscal year 2010, the Company’s effective tax rate was calculated using an estimate of its annual pre-tax income. Due to the impact of the economic downturn, management has determined that a reliable estimate of its annual pre-tax income and related annual effective tax rate cannot be made. Therefore, Logitech used the actual year-to-date effective income tax rate for the three and six months ended September 30, 2009. For the three months ended September 30, 2009 and 2008, the income tax provision was $5.8 million and $10.0 million based on effective income tax rates of 21.9% and 12.1%. For the six months ended September 30, 2009 and 2008, the income tax provision was $9.5 million and $13.5 million based on effective income tax rates of 131.9% of net loss and 11.7% of net income. The change in effective tax rates for the three and six months ended September 30, 2009 compared with the same periods in 2008 is primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates.
 
As of September 30, 2009 and March 31, 2009, the total amount of unrecognized tax benefits and related accrued interest and penalties due to uncertain tax positions was $116.2 million and $108.2 million, of which $91.9 million and $88.1 million would affect the effective tax rate if recognized.

The Company continues to recognize interest and penalties related to unrecognized tax positions in income tax expense. As of September 30, 2009 and March 31, 2009, the Company had approximately $11.6 million and $10.7 million of accrued interest and penalties related to uncertain tax positions.

On February 20, 2009, California budget legislation was enacted that will affect the methodology used by corporate taxpayers to apportion income to California. These changes will become effective for the Company's fiscal year ending March 31, 2012. The Company believes that these changes will not have a material impact on its results of operations or financial condition.

The Company files Swiss and foreign tax returns. For all these tax returns, the Company is generally not subject to tax examinations for years prior to 1999. In fiscal year 2009, the Internal Revenue Service initiated an examination of the Company’s U.S. subsidiary for fiscal year 2006. At this time it is not possible to estimate the potential impact that the examination may have on income tax expense.

Although timing of the resolution or closure on audits is highly uncertain, the Company does not believe it is reasonably possible that the unrecognized tax benefits would materially change in the next 12 months.
 
 
19

 
Note 14 — Derivative Financial Instruments – Foreign Exchange Hedging
 
Cash Flow Hedges

The Company enters into foreign exchange forward contracts to hedge against exposure to changes in foreign currency exchange rates related to its subsidiaries’ forecasted inventory purchases. The primary risk managed by using derivative instruments is the foreign currency exchange rate risk. The Company has designated these derivatives as cash flow hedges. These hedging contracts generally mature within six months. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. The Company assesses the effectiveness of the hedges by comparing changes in the spot rate of the currency underlying the forward contract with changes in the spot rate of the currency in which the forecasted transaction will be consummated. If the underlying transaction being hedged fails to occur or if a portion of the hedge does not generate offsetting changes in the foreign currency exposure of forecasted inventory purchases, the Company immediately recognizes the gain or loss on the associated financial instrument in other income (expense). Such losses were immaterial during the three and six months ended September 30, 2009. The notional amounts of foreign exchange forward contracts outstanding related to forecasted inventory purchases were $60.5 million (42.2 million euros) at September 30, 2009. There were no such contracts outstanding at September 30, 2008. The notional amount represents the future cash flows under contracts to purchase foreign currencies.

Other Derivatives

The Company also enters into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on certain foreign currency receivables or payables. These forward contracts generally mature within one to three months. The Company may also enter into foreign exchange swap contracts to economically extend the terms of its foreign exchange forward contracts. The primary risk managed by using forward and swap contracts is the foreign currency exchange rate risk. The gains or losses on foreign exchange forward contracts are recognized in earnings based on the changes in fair value.

The notional amounts of foreign exchange forward contracts outstanding at September 30, 2009 and 2008 relating to foreign currency receivables or payables were $19.3 million and $15.0 million. Open forward contracts as of September 30, 2009 consisted of contracts in British pounds and Canadian dollars to purchase euros and U.S. dollars at a future date at a pre-determined exchange rate. The notional amounts of foreign exchange swap contracts outstanding at September 30, 2009 and 2008 were $26.1 million and $19.1 million. Swap contracts outstanding at September 30, 2009 consisted of contracts in Mexican pesos, Japanese yen, Canadian dollars and British pounds.

The fair value of all our foreign exchange forward contracts and foreign exchange swap contracts is determined based on quoted foreign exchange forward rates. Quoted foreign exchange forward rates are observable inputs that are classified as Level 1 within the fair value hierarchy.
 
 
20

 
The following table presents the fair values of the Company’s derivative instruments and their locations on the Balance Sheet as of September 30, 2009 (in thousands):
 
 
Asset Derivatives
 
Liability Derivatives
 
 
Location
 
Fair Value
 
Location
 
Fair Value
 
Derivatives designated as hedging
               
instruments:
               
Cash Flow Hedges
 Other assets
  $ -  
 Other liabilities
  $ 1,424  
        -         1,424  
                     
Derivatives not designated as hedging
                   
instruments:
                   
Foreign Exchange Forward Contracts
 Other assets
    715  
 Other liabilities
    -  
Foreign Exchange Swap Contracts
 Other assets
    239  
 Other liabilities
    738  
        954         738  
      $ 954       $ 2,162  

The following table presents the amounts of gains and losses on the Company’s derivative instruments for the three months ended September 30, 2009 and their locations on its Financial Statements (in thousands):
 

   
Net amount of gain (loss) deferred as a component of accumulated other comprehensive loss
 
Location of gain (loss) reclassified from accumulated other comprehensive loss into income
 
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
 
Location of gain (loss) recognized in income immediately
 
Amount of gain (loss) recognized in income immediately
 
Derivatives designated as hedging
                     
instruments:
                     
Cash Flow Hedges
  $ 1,264  
Cost of goods sold
  $ (3,373 )
Other income/expense
  $ 6  
      1,264         (3,373 )       6  
                             
Derivatives not designated as hedging
                           
instruments:
                           
Foreign Exchange Forward Contracts
    -         -  
Other income/expense
    387  
Foreign Exchange Swap Contracts
    -         -  
Other income/expense
    (669 )
      -         -         (282 )
    $ 1,264       $ (3,373 )     $ (276 )


The following table presents the amounts of gains and losses on the Company’s derivative instruments for the six months ended September 30, 2009 and their locations on its Financial Statements (in thousands):


   
Net amount of gain (loss) deferred as a component of accumulated other comprehensive loss
 
Location of gain (loss) reclassified from accumulated other comprehensive loss into income
 
Amount of gain (loss) reclassified from accumulated other comprehensive loss into income
 
Location of gain (loss) recognized in income immediately
 
Amount of gain (loss) recognized in income immediately
 
Derivatives designated as hedging
                     
instruments:
                     
Cash Flow Hedges
  $ (4,263 )
Cost of goods sold
  $ (1,943 )
Other income/expense
  $ (31 )
      (4,263 )       (1,943 )       (31 )
                             
Derivatives not designated as hedging
                           
instruments:
                           
Foreign Exchange Forward Contracts
    -         -  
Other income/expense
    (158 )
Foreign Exchange Swap Contracts
    -         -  
Other income/expense
    (1,944 )
      -         -         (2,102 )
    $ (4,263 )     $ (1,943 )     $ (2,133 )
 
21


Note 15 — Commitments and Contingencies
 
The Company leases facilities under operating leases, certain of which require it to pay property taxes, insurance and maintenance costs. Operating leases for facilities are generally renewable at the Company’s option and usually include escalation clauses linked to inflation. Total future minimum annual rentals under non-cancelable operating leases at September 30, 2009 amounted to $49.0 million.

At September 30, 2009, fixed purchase commitments for capital expenditures amounted to $9.9 million, and primarily related to commitments for manufacturing equipment, tooling, computer software and computer hardware. Also, the Company has commitments for inventory purchases made in the normal course of business to original design manufacturers, contract manufacturers and other suppliers. At September 30, 2009, fixed purchase commitments for inventory amounted to $148.0 million, which are expected to be fulfilled by December 31, 2009. The Company also had other commitments totaling $43.0 million for consulting services, marketing arrangements, advertising and other services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to reschedule and adjust its requirements based on the business needs prior to delivery of goods or performance of services.
 
The Company has guaranteed the purchase obligations of some of its contract manufacturers and original design manufacturers to certain component suppliers. These guarantees generally have a term of one year and are automatically extended for one or more years as long as a liability exists. The amount of the purchase obligations of these manufacturers varies over time, and therefore the amounts subject to Logitech’s guarantees similarly vary. At September 30, 2009, there were no outstanding guaranteed purchase obligations. The maximum total potential future payments under three of the four guarantee arrangements is limited to $30.8 million. The fourth guarantee is limited to purchases of specified components from the named supplier. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee arrangements.

Logitech International S.A., the parent holding company, has guaranteed certain contingent liabilities of various subsidiaries related to specific transactions occurring in the normal course of business. The maximum amount of the guarantees was $5.2 million as of September 30, 2009. As of September 30, 2009, $5.2 million was outstanding under these guarantees. The parent holding company has also guaranteed the purchases of one of its subsidiaries. The guarantee does not specify a maximum amount. As of September 30, 2009, there were no outstanding amounts under this guarantee.
 
Logitech indemnifies some of its suppliers and customers for losses arising from matters such as intellectual property rights 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. No amounts have been accrued for indemnification provisions at September 30, 2009. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under its indemnification arrangements.

In December 2006, the Company acquired Slim Devices, Inc., a privately held company specializing in network-based audio systems for digital music. The purchase agreement provides for a possible performance-based payment, payable in the first calendar quarter of 2010. The performance-based payment is based on net revenues from the sale of products and services in calendar year 2009 derived from Slim Devices’ technology. The maximum performance-based payment is $89.5 million, and no payment is due if the applicable net revenues total $40.0 million or less. The total performance-based payment amount, if any, will be recorded in goodwill and will not be final until the end of calendar year 2009. As of September 30, 2009, no amounts were payable towards performance-based payments under our acquisition agreement.
 

 
22

 
In November 2007, the Company acquired WiLife, Inc., a privately held company that manufactures PC-based video cameras for self-monitoring a home or a small business. The purchase agreement provides for a possible performance-based payment, payable in the first calendar quarter of 2011. The performance-based payment is based on net revenues attributed to WiLife during calendar 2010. No payment is due if the applicable net revenues total $40.0 million or less. The maximum performance-based payment is $64.0 million.  The total performance-based payment amount, if any, will be recorded in goodwill and will not be known until the end of calendar year 2010.

The Company is involved in a number of lawsuits and claims relating to commercial matters that arise in the normal course of business. The Company believes these lawsuits and claims are without merit and intends to vigorously defend against them. However, there can be no assurances that its defenses will be successful, or that any judgment or settlement in any of these lawsuits would not have a material adverse impact on the Company's business, financial condition and results of operations. The Company’s accruals for lawsuits and claims as of September 30, 2009 were not material.
 
Note 16 — Segment Information
 
The Company operates in one operating segment, which is the design, manufacturing and marketing of personal peripherals for personal computers and other digital platforms. Geographic net sales information in the table below is based on the location of the selling entity. Long-lived assets, primarily fixed assets, are reported below based on the location of the asset.
 
Retail and OEM net sales to unaffiliated customers by geographic region were as follows (in thousands):
 
   
Three months ended
   
Six months ended
 
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
   
2008
 
EMEA
  $ 229,394     $ 309,815     $ 354,547     $ 512,878  
Americas
    177,526       233,818       297,941       436,767  
Asia Pacific
    91,173       121,074       171,715       223,773  
   Total net sales
  $ 498,093     $ 664,707     $ 824,203     $ 1,173,418  

The United States and Germany each represented more than 10% of the Company’s total consolidated net sales for the three months ended September 30, 2009, and no single country other than the United States represented more than 10% of the Company’s total consolidated net sales for the six months ended September 30, 2009 or the three and six months ended September 30, 2008. One customer group represented 14% and 15% of net sales in the three months ended September 30, 2009 and 2008 and one customer group represented 13% and 15% of net sales in the six months ended September 30, 2009 and 2008.
 
 

 
23

 
 
Net sales by product family were as follows (in thousands):


   
Three months ended
   
Six months ended
 
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   Retail - Pointing Devices
  $ 130,611     $ 178,089     $ 220,847     $ 324,446  
   Retail - Keyboards & Desktops
    79,906       111,073       137,915       206,029  
   Retail - Audio
    121,001       116,812       193,121       200,030  
   Retail - Video
    58,263       70,288       101,077       127,477  
   Retail - Gaming
    28,493       39,030       45,642       69,539  
   Retail - Remotes
    24,428       28,924       27,866       55,863  
   OEM
    55,391       120,491       97,735       190,034  
      Total net sales
  $ 498,093     $ 664,707     $ 824,203     $ 1,173,418  

Long-lived assets by geographic region were as follows (in thousands):
 

   
September 30,
   
March 31,
 
   
2009
   
2009
 
EMEA
  $ 13,034     $ 13,947  
Americas
    39,882       40,093  
Asia Pacific
    48,554       53,541  
   Total long-lived assets
  $ 101,470     $ 107,581  


Long-lived assets in China and the United States each represented more than 10% of the Company’s total consolidated long-lived assets at September 30, 2009 and March 31, 2009.
 
 

 
 
24

 

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 
You should read the following discussion in conjunction with the interim unaudited Consolidated Financial Statements and related notes.
 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, among other things, statements regarding current or future general economic conditions, trends in consumer demand for our products, plans, strategies and objectives of management for future operations, our current or future revenue mix, potential promotional actions, our competitive position, the impact of new product introductions and product innovation on future performance, the financial condition of our suppliers and customers, or our anticipated costs and expenses. Forward-looking statements also include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. These forward-looking statements involve risks and uncertainties that could cause our results to differ materially from those anticipated in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” in Part II, Item 1A of this quarterly report on Form 10-Q. You should carefully review the risks described in other documents we file from time to time with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file in fiscal year 2010 and our fiscal year 2009 Form 10-K, which was filed on June 1, 2009, which discuss our business in greater detail. 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.

Overview of Our Company

Logitech is a global leader in personal peripherals for computers and other digital platforms. We develop and market innovative products in PC navigation, Internet communications, digital music, home-entertainment control, video security, interactive gaming and wireless devices. Our products combine essential core technologies, continuing innovation, award-winning industrial design and excellent value.

For the PC, our products include mice, trackballs, keyboards, interactive gaming devices, multimedia speakers, headsets, webcams, 3D control devices and notebook stands. For digital music devices, our products include speakers, headphones, earphones, custom in-ear monitors and network music systems. For gaming consoles, we offer a range of gaming controllers, including racing wheels, wireless guitar and drum controllers, and microphones, as well as other accessories. In addition, we offer wireless music solutions for the home, advanced remote controls for home entertainment systems and PC-based video security systems for a home or small business.

We sell our products to a network of distributors and resellers (“retail”) and to original equipment manufacturers (“OEMs”). Our worldwide retail network includes wholesale distributors, consumer electronics retailers, mass merchandisers, specialty electronics stores, computer and telecommunications stores, value-added resellers and online merchants. Our sales to our retail channels were 88% and 84% of our net sales for the six months ended September 30, 2009 and 2008. The large majority of our revenues are derived from sales of our products for use by consumers.

Our markets are extremely competitive and characterized by short product life cycles, frequent new product introductions, rapidly changing technology, evolving customer demands, and aggressive promotional and pricing practices. We believe that the current global economic downturn has further increased competition in our markets, as competitors with larger financial resources, such as Microsoft, Sony and others, seek to gain market share by discounting prices or offering more favorable terms to customers, and competitors with smaller financial resources also discount prices or engage in other promotional practices in order to maintain their market share.
 

 
25

 
We believe continued investment in product research and development is critical to driving the innovation required to strengthen our competitive advantage. We are committed to identifying and meeting current and future customer trends with new and improved product technologies, as well as leveraging the value of the Logitech brand from a competitive, channel partner and consumer experience perspective. We believe innovation and product quality are important to gaining market acceptance and maintaining market leadership.

The broadening of our product lines has been primarily organic, but we have also grown as a result of a limited number of acquisitions that expanded our business into new product categories. We continually evaluate our product offerings and our strategic direction in light of the current global economic weakness, changing consumer trends, and the evolving nature of the interface between the consumer and the digital world.

Summary of Financial Results

Our total net sales (retail and OEM) for the three and six months ended September 30, 2009 decreased 25% and 30% compared with the three and six months ended September 30, 2008. Retail sales decreased 26% in the six months ended September 30, 2009 compared with the same period in the prior year, and were down 19% in the three months ended September 30, 2009. Although the global economic recession continues to affect our retail sales, the impact has lessened from the fiscal quarter ended June 30, 2009, when retail sales declined 35% compared with the same period in the prior fiscal year. Retail units sold in the three months and six months ended September 30, 2009 decreased 14% and 18% compared with the prior year.

OEM sales decreased 54% and 49% in the three and six months ended September 30, 2009 compared with the same periods in the prior fiscal year. OEM units sold decreased 40% and 37% in the same periods. The substantial decline in OEM sales was related to console microphones, which sold well in the prior fiscal year, but have reached the latter stages of the typical gaming sales cycle in the current fiscal year.

Retail sales in our Europe-Middle East-Africa (“EMEA”), Americas and Asia Pacific regions decreased 30%, 21% and 25% in the six months ended September 30, 2009, and 24%, 5% and 28% in the three months ended September 30, 2009, compared with the three and six months ended September 30, 2008.

Our gross margins for the three and six months ended September 30, 2009 were 30.5% and 27.9% compared with 34.3% and 34.2% in the same periods of the prior fiscal year. Net income for the three months ended September 30, 2009 was $20.7 million, and net loss for the six months ended September 30, 2009 was $16.6 million, compared with net income of $72.3 million and $101.6 million in the three and six months ended September 30, 2008. The return to profitability in the second quarter of fiscal year 2010 was primarily the result of the improvement in gross margin over the preceding fiscal quarter and our continuing cost reduction efforts.

 
 
 
26

 
Trends in Our Business
 
We have a large and varied portfolio of product lines, grouped in several product families. Within and subject to the recent general trend of decreasing total sales caused by the global economic recession, we believe that normal increases or decreases in the retail sales level of a product family are dependent on the innovation we have designed into the product, customer acceptance of the product line, the popularity of the digital platforms the product line relates to, competitive activity in the product family, and the prices at which products are available. Historically, sales of individual product lines rise and fall over time, causing our overall product mix to shift both between and within product lines, and we expect these types of trends to continue under all economic conditions.

We have historically targeted peripherals for the PC platform, a market that is dynamically changing as a result of the declining popularity of desktop PCs and the increasing popularity of notebook PCs and mobile devices, such as netbooks, mobile phones and smaller form factor devices with computing or web surfing capabilities. In our retail channels, notebook PCs and mobile devices are sold by retailers without peripherals. We believe this creates opportunities to sell products to consumers to help make their devices more productive and comfortable. However, consumer acceptance and demand for peripherals for use with smaller form factor computing devices such as notebook PCs and mobile devices is still uncertain. The increasing popularity of notebook PCs and mobile devices may result in a decreased demand by consumers for keyboards and speakers, which could negatively affect our sales of these products. The increasing popularity of mobile devices has coincided with a steadily decreasing average sales price for computing devices, including for desktop and notebook PCs. As a result, there is a risk that the demand for those of our products that have a relatively high average sales price in relation to the price of a desktop or notebook PC will decline. We believe our future sales growth will be significantly affected by our ability to develop sales and innovations in our current products for notebook PCs and other mobile devices, as well as for emerging product categories which are not PC-dependent.

In our OEM channel, the shift away from desktop PCs has adversely affected our sales of OEM mice, which are sold with name-brand desktop PCs. Our OEM mice sales have historically made up the bulk of our OEM sales, and our OEM sales accounted for 12% and 16% of total revenues during the six months ended September 30, 2009 and 2008.  We expect the trend of slowing OEM mice sales to continue. Our OEM sales were growing in fiscal year 2008 despite the decline in sales of mice due to our sales of microphones for use with particular game titles for gaming consoles. However, these sales have declined as the game titles have reached the latter stages of the typical gaming cycle. We believe future OEM sales growth depends on the development of new game titles or other products, consumers’ purchase activity, and manufacturers’ decisions to combine our products with theirs, none of which is assured to occur.
 
     Most of our revenue comes from sales to our retail channels, which resell to consumers and other retailers. As a result, our customers’ demand for our products depends in substantial part on trends in consumer confidence and consumer spending, as well as the levels of inventory which our customers choose to maintain. We use sell-through data, which represents the rate at which our products are sold through by our retailer customers to consumers and by our distributor customers to retailers, to indicate consumer demand for our products. However, sell-through data is subject to limitations due to collection methods and the third-party nature of the data, and thus may not be an entirely accurate indicator of actual consumer demand for our products. In addition, the customers supplying sell-through data vary by geographic region and from period to period, but typically represent a majority of our retail sales.  In the last quarter of fiscal year 2009 and the first quarter of fiscal year 2010, our net sales declined faster than consumer demand as reflected in sell-through data, as our customers decreased their inventory levels by purchasing products from us at a lower rate than our products were sold through by our retailer customers to consumers and by our distributor customers to retailers. In the second quarter of fiscal year 2010, we believe most of our customers’ inventory levels have been substantially aligned with current and expected consumer demand in the EMEA and Americas regions. We anticipate alignment in the Asia Pacific region to be completed in the next fiscal quarter.
 
Although our financial results are reported in U.S. dollars, approximately half of our sales are made in currencies other than the U.S. dollar, such as the euro, British pound, Chinese renminbi and Japanese yen. Our product costs are primarily in U.S. dollars and Chinese renminbi. Our operating expenses are incurred in U.S. dollars, euros, Swiss francs, Taiwanese dollars, Chinese renminbi and, to a lesser extent, 25 other currencies. To the extent that the U.S. dollar significantly increases or decreases in value relative to the currencies in which  our sales and operating expenses are denominated, the reported dollar amounts of our sales and expenses may decrease or increase. In the six months ended September 30, 2009, the impact of foreign currency exchange rates on our results of operations was not material.

 
 
27

 
 
Our gross margins vary with the mix of products sold, competitive activity, product life cycle, new product introductions, unit volumes, commodity and supply chain costs, foreign currency exchange rate fluctuations, geographic sales mix, and the complexity and functionality of new product introductions. Changes in consumer demand affect the need for us to undertake promotional efforts, such as cooperative marketing arrangements, customer incentive programs or price protection, which alters our product gross margins. Gross margins declined in the six months ended September 30, 2009, compared with the same period in the prior fiscal year, due to product mix, increased promotional efforts in response to lower consumer demand and the effect on net sales of foreign currency rate fluctuations. Gross margin improved in the three months ended September 30, 2009 compared with the three months ended June 30, 2009, indicating decreasing promotional pressures.

Logitech is incorporated in Switzerland but operates in various countries with differing tax laws and rates. A portion of our income before taxes and the provision for income taxes are generated outside of Switzerland. Therefore, our effective tax rate depends on the amount of profits generated in each of the various tax jurisdictions in which we operate. For the six months ended September 30, 2009 and 2008, the income tax provision was $9.5 million and $13.5 million based on effective income tax rates of 131.9% of net loss and 11.7% of net income. The change in effective tax rate for the six months ended September 30, 2009 and 2008 is primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates. We expect future effective tax rates to fluctuate for similar reasons.

In the fiscal quarter ended March 31, 2009, we implemented a restructuring plan which included a reduction in Logitech’s salaried workforce and other actions aimed at reducing operating expenses. We incurred $20.5 million in pre-tax restructuring charges in the fourth quarter of fiscal year 2009 and $1.5 million in the six months ended September 30, 2009 related to employee termination costs, contract termination costs and other associated costs. We expect to incur an additional $0.6 million or less related to contract termination and associated costs in the remaining quarters of fiscal year 2010. The restructuring plan is expected to generate annual personnel cost savings beginning in fiscal year 2010 of $50 million, and approximately $50 million additional variable cost savings through efforts to limit production costs and operating expenses. The size and timing of future restructuring charges and cost savings are estimates subject to significant future economic, competitive and other uncertainties, and there can be no assurance that we will fully realize the anticipated future results. In the event that the current economic conditions significantly worsen, additional restructuring measures may be required in the future.

Critical Accounting Estimates
 
The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires the Company to make judgments, estimates and assumptions that affect reported amounts of assets, liabilities, net 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 Logitech’s financial condition and operating results.

 
 
28

 
We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. 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 from those estimates. Management has discussed the development, selection and disclosure of these critical accounting estimates with the Audit Committee of the Board of Directors.

There have been no significant changes during the six months ended September 30, 2009 to the nature of the critical accounting estimates disclosed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.
 
Recent Accounting Pronouncements
 
In October 2009, the Financial Accounting Standards Board (“FASB”) published FASB Accounting Standards Update (“ASU”) 2009-14, Certain Revenue Arrangements That Include Software Elements, to   provide guidance for revenue arrangements that include both tangible products and software elements.  Under this guidance, tangible products containing software components and non-software components that function together to deliver the product’s essential functionality are excluded from the software revenue guidance in Accounting Standards Codification (“ASC”) Subtopic 985-605, Software-Revenue Recognition . In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. ASU 2009-14 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We are currently evaluating the appropriate timing for the adoption of ASU 2009-14 and its potential impact on the Company’s consolidated financial statements.
 
 
In October 2009, the FASB published ASU 2009-13, Multiple Deliverable Revenue Arrangements, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit. This guidance amends the criteria in Subtopic 605-25, Revenue Recognition--Multiple-Element Arrangements, to establish a selling price hierarchy for determining the selling price of a deliverable, based on vendor specific objective evidence, acceptable third party evidence, or estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, the disclosures required for multiple-deliverable revenue arrangements are expanded. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We are currently evaluating the appropriate timing for the adoption of ASU 2009-13 and its potential impact on the Company’s consolidated financial statements and disclosures.
 
Results of Operations

Net Sales

Net sales by channel for the three and six months ended September 30, 2009 and 2008 were as follows (in thousands):


   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change %
   
2009
   
2008
   
Change %
 
Net sales by channel:
                                   
   Retail
  $ 442,702     $ 544,216       (19 %)   $ 726,468     $ 983,384       (26 %)
   OEM
    55,391       120,491       (54 %)     97,735       190,034       (49 %)
      Total net sales
  $ 498,093     $ 664,707       (25 %)   $ 824,203     $ 1,173,418       (30 %)

 
 
29

 
The decline in retail sales for the three and six months ended September 30, 2009 compared with 2008 was primarily due to consumers’ reluctance to spend, their buying preference for lower-price products and their strong response to promotions, as well as our customers’ alignment of inventory levels with consumer demand, all factors which are attributable to the global economic downturn. Retail units sold declined 14% and 18% in the three and six months ended September 30, 2009, reflecting consumers’ inclination towards Logitech’s value-priced products.

The significant decline in OEM sales for the three and six months ended September 30, 2009 compared with 2008 was attributable to the popularity of our console microphones in 2008, which in 2009 have reached the latter stages of the typical gaming sales cycle. The quarter over prior year quarter OEM sales decline is expected to continue in the three months ended December 31, 2009.

Approximately 51% and 52% of the Company’s total net sales were denominated in currencies other than the U.S. dollar in the three and six months ended September 30, 2009 compared with approximately 58% in both the three and six months ended September 30, 2008. If foreign currency exchange rates had been the same in the three and six months ended September 30, 2009 and 2008, our total sales decline would have been 24% and 28% instead of 25% and 30%.

Retail Sales by Region

The following table presents the change in retail sales by region for the three and six months ended September 30, 2009 compared with the three and six months ended September 30, 2008.


   
Three months ended
   
Six months ended
 
   
September 30, 2009
   
September 30, 2008
 
Change in retail sales by region:
           
   EMEA
    (24 %)     (30 %)
   Americas
    (5 %)     (21 %)
   Asia Pacific
    (28 %)     (25 %)
      Total net sales
    (19 %)     (26 %)


For the three and six months ended September 30, 2009 compared with 2008, the EMEA region experienced sales decreases in all product families, as the effects of the global economic downturn continued. Based on retail sell-through data for the three month period, we believe our EMEA channel partners were achieving improved alignment between their inventory levels and consumer demand. If foreign currency exchange rates had been the same in the three and six months ended September 30, 2009 and 2008, the EMEA region sales declines would have been 21% and 25%.

The Americas region had modest positive sales growth for the three months ended September 30, 2009 in the audio and remotes product families. For the six months ended September 30, 2009, retail sales in the Americas region declined over the prior year in all product families. Retail sell-through for the three month period in the Americas region reflected improved alignment of our channel partners’ inventory levels with consumer demand. Foreign currency exchange rates had no significant effect on retail sales in the Americas region.

Retail sales in the Asia Pacific region declined in all product families except audio during the three and six months ended September 30, 2009 compared with the same period in the prior fiscal year.  Sell-through data for the three month period in the Asia Pacific region indicated continued weakness in consumer demand and further efforts by our channel partners related to inventory management. If foreign currency exchange rates had been the same in the three and six months ended September 30, 2009 and 2008, the Asia Pacific region sales declines would have been 29% and 26%.
 
 

 
30

 
Net Sales by Product Family

Net sales by product family during the three and six months ended September 30, 2009 and 2008 were as follows (in thousands):


   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change %
   
2009
   
2008
   
Change %
 
Net sales by product family:
                                   
   Retail - Pointing Devices
  $ 130,611     $ 178,089       (27 %)   $ 220,847     $ 324,446       (32 %)
   Retail - Keyboards & Desktops
    79,906       111,073       (28 %)     137,915       206,029       (33 %)
   Retail - Audio
    121,001       116,812       4 %     193,121       200,030       (3 %)
   Retail - Video
    58,263       70,288       (17 %)     101,077       127,477       (21 %)
   Retail - Gaming
    28,493       39,030       (27 %)     45,642       69,539       (34 %)
   Retail - Remotes
    24,428       28,924       (16 %)     27,866       55,863       (50 %)
   OEM
    55,391       120,491       (54 %)     97,735       190,034       (49 %)
      Total net sales
  $ 498,093     $ 664,707       (25 %)   $ 824,203     $ 1,173,418       (30 %)

Logitech’s Pointing Devices product family includes our mice, trackballs and other pointing devices. Keyboards and desktops (mouse and keyboard combined) include cordless and corded keyboards and desktops. Audio includes speakers and headset products for the PC, the home, and mobile entertainment platforms and wireless music systems. Our video product family is comprised of PC webcams and WiLife video security systems. Gaming includes console and PC gaming peripherals. The Remotes product family is comprised of our advanced remote controls. Net sales reflect accruals for product returns, cooperative marketing arrangements, customer incentive programs and price protection.

Retail-Pointing Devices

Retail units of our pointing devices decreased 17% and 24% in the three and six months ended September 30, 2009 compared with the same periods in 2008. Sales of cordless mice decreased 26% and 30%, and units decreased 8% and 14%. Sales of corded mice decreased 31% and 35%, and units decreased 21% and 29%.

Retail-Keyboards and Desktops

 Retail unit sales of keyboards and desktops decreased 24% in the three months ended September 30, 2009 and 26% during the six months ended September 30, 2009 compared with the same periods in the prior fiscal year. Cordless keyboards and desktops sales declined 34% and 42%, with units decreasing 17% and 25%. Sales of corded keyboards and desktops decreased 23% and units decreased 29% in both the three months and six months ended September 30, 2009 compared with the prior year.

Retail Audio

Retail unit sales of our audio products increased 9% in the three months and 7% in the six months ended September 30, 2009 compared with the prior fiscal year. Digital music speaker sales increased 47% in the three month period and 20% in the six month period, with units increasing 74% and 35%, based on the popularity of our Pure-Fi Anywhere speakers. PC headsets increased 14% in dollars and 13% in units in the quarter and 15% in dollars and units in the six months compared with the prior year, led by the new G35 Surround Sound headset. Our Ultimate Ears line of in-ear monitors and earphones also made a positive contribution to sales in both the three and six month periods.
 
 
 
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Retail Video

Video unit sales declined 5% and 9% in the three and six months ended September 30, 2009 compared with the prior fiscal year. While products such as our Quickcam Pro 9000 sold well, our higher-priced WiLife video monitoring products struggled in the current price-conscious market.

Retail Gaming

Without the support of new or growing game titles, retail unit sales of our gaming peripherals decreased 37% and 38% in the three and six months ended September 30, 2009 compared with the same period in 2008. PC gaming sales decreased 24% and 23% in the three and six months, with units decreasing 35% and 34%. Console gaming sales declined 57% and 40% in the same periods, with units decreasing 42% and 45%.

Retail Remotes

Retail remote unit sales decreased 36% and 43% in the three and six months ended September 30, 2009 compared with 2008, reflecting consumers’ reluctance to purchase discretionary, premium-segment products, as well as our customers’ alignment of inventory levels with consumer demand .

OEM

OEM unit sales dropped 40% in the three months and 37% in the six months ended September 30, 2009 compared with the same period in 2008, due to the decline in sales of our microphones, which have reached the latter stages of the typical gaming sales cycle.

Gross Profit
 
Gross profit for the three and six months ended September 30, 2009 and 2008 was as follows (in thousands):


   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change
   
2009
   
2008
   
Change
 
                                     
   Net sales
  $ 498,093     $ 664,707       (25 %)   $ 824,203     $ 1,173,418       (30 %)
   Cost of goods sold
    346,305       436,633       (21 %)     594,593       771,772       (23 %)
   Gross profit
  $ 151,788     $ 228,074       (33 %)   $ 229,610     $ 401,646       (43 %)
   Gross margin
    30.5 %     34.3 %     (11 %)     27.9 %     34.2 %     (18 %)


Gross profit consists of net sales, less cost of goods sold which includes materials, direct labor and related overhead costs, costs of manufacturing facilities, costs of purchasing components from outside suppliers, distribution costs and write-down of inventories.

Gross profit declined 33% and 43% in the three and six months ended September 30, 2009 compared with the same period in the prior fiscal year. The declines in gross margin for both the three and six months ended September 30, 2009 were primarily due to lower net sales, a shift in product mix both between and within product categories, and the effect on net sales of the stronger U.S. dollar compared with the prior fiscal year.
 

 
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Operating Expenses
 
Operating expenses for the three and six months ended September 30, 2009 and September 30, 2008 were as follows (in thousands):


   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change
   
2009
   
2008
   
Change
 
                                     
   Marketing and selling
  $ 68,835     $ 84,740       (19 %)   $ 127,773     $ 162,020       (21 %)
         % of net sales
    14 %     13 %             16 %     14 %        
   Research and development
    31,825       33,351       (5 %)     63,185       66,610       (5 %)
         % of net sales
    6 %     5 %             8 %     6 %        
   General and administrative
    23,739       29,620       (20 %)     44,920       62,929       (29 %)
         % of net sales
    5 %     4 %             5 %     5 %        
Restructuring charges
    45       -               1,494       -          
         % of net sales
    0 %     0 %             0 %     0 %        
   Total operating expenses
  $ 124,444     $ 147,711       (16 %)   $ 237,372     $ 291,559       (19 %)


Marketing and Selling
  
Marketing and selling expense consists of personnel and related overhead costs, corporate and product marketing, promotions, advertising, trade shows, customer and technical support and facilities costs.

Marketing and selling expenses decreased 19% and 21% in the three and six months ended September 30, 2009 compared with the same period in the prior fiscal year partly due to a 14% reduction in headcount. Travel expenses also decreased, reflecting the reduction in headcount and cost management efforts. Advertising expenses in the three and six months ended September 30, 2009 were lower due to a major ad campaign and brand initiative that occurred in the prior year. Marketing development funds, trade shows and consumer promotion expenses decreased in the three and six months ended September 30, 2009 compared with the prior year, due to the alignment of promotional expenditures with current sales levels and targeted product promotion activities which occurred in the prior year. If foreign currency exchange rates had been the same in the three and six months ended September 30, 2009 and 2008, the decrease in marketing and selling expenses would have been  17% and 18% instead of 19% and 21%.

Research and Development
 
Research and development expense consists of personnel and related overhead costs, 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.

The 5% reduction in research and development expense for both the three and six months ended September 30, 2009 compared with the same period in the prior year reflects a 10% reduction in headcount combined with lower travel expenses as a result of our cost management efforts. The decline in research and development expense is smaller than the declines in marketing and selling or general and administrative due to our commitment to continued investment in product innovation. If foreign currency exchange rates had been the same in the three and six months ended September 30, 2009 and 2008, the decrease in research and development expenses would have been 3% instead of 5%.

General and Administrative
 
General and administrative expense consists primarily of personnel and related overhead and facilities costs for the finance, information systems, executive, human resources and legal functions.
 
 
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General and administrative expense declined 20% and 29% in the three and six months ended September 30, 2009 compared with the same period in the prior fiscal year primarily due to the 28% reduction in headcount. Decreases in consulting, travel and occupancy expenses resulting from lower headcount and cost management efforts also contributed to the decline. The decrease in general and administrative expenses for the three months ended September 30, 2009 would not have changed if foreign currency exchange rates had been the same as the three months ended September 30, 2008. If foreign currency exchange rates had been the same in the six months ended September 30, 2009 and 2008, the decrease in general and administrative expenses would have been 28% instead of 29%.

Restructuring Charges
 
Restructuring charges consist of termination benefits, asset impairment charges, contract termination costs and other charges associated with the restructuring plan initiated in January 2009. We completed a majority of the restructuring activity during the fourth quarter of fiscal year 2009, incurring costs of $22.0 million in the period from January 1, 2009 to September 30, 2009. We expect to complete the restructuring by the end of fiscal year 2010, and record approximately $0.6 million in additional contract termination costs.

The following table summarizes restructuring related activities during the six months ended September 30, 2009 (in thousands):


   
Total
   
Termination Benefits
   
Contract Termination Costs
   
Other
 
Balance at March 31, 2009
  $ 3,794     $ 3,779     $ 15     $ -  
Charges
    1,449       1,366       83       -  
Cash payments
    (4,245 )     (4,220 )     (25 )     -  
Other
    (8 )     (4 )     (4 )     -  
Foreign exchange
    91       91       -       -  
Balance at June 30, 2009
  $ 1,081     $ 1,012     $ 69     $ -  
Charges
    45       (22 )     9       58  
Cash payments
    (718 )     (698 )     (20 )     -  
Other
    (4 )     63       -       (67 )
Foreign exchange
    19       19       -       -  
Balance at September 30, 2009
  $ 423     $ 374     $ 58     $ (9 )


Interest Income, Net
 
Interest income and expense for the three and six months ended September 30, 2009 and 2008 were as follows (in thousands):


   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change
   
2009
   
2008
   
Change
 
                                     
   Interest income
  $ 650     $ 2,777       (77 %)   $ 1,244     $ 5,457       (77 %)
   Interest expense
    (11 )     (2 )     (450 %)     (13 )     (130 )     90 %
   Interest income, net
  $ 639     $ 2,775       (77 %)   $ 1,231     $ 5,327       (77 %)

Interest income was lower for the three and six months ended September 30, 2009 despite higher invested balances due to significantly lower interest rates compared with the prior year.
 
 

 
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Other Expense, Net
 
Other income and expense for the three and six months ended September 30, 2009 and 2008 were as follows (in thousands):

   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change
   
2009
   
2008
   
Change
 
                                     
Foreign currency exchange gains
                                   
      (losses), net
  $ (2,275 )   $ (220 )     934 %   $ (1,138 )   $ 1,171       (197 %)
Insurance investment income (loss)
    786       (50 )     (1672 %)     404       (365 )     (211 %)
Write-down of investments
    -       (403 )     (100 %)     -       (978 )     (100 %)
Other, net
    51       (180 )     (128 %)     98       (120 )     (181 %)
Other expense, net
  $ (1,438 )   $ (853 )     69 %   $ (636 )   $ (292 )     117 %


The increase in foreign currency exchange losses in the three and six months ended September 30, 2009 resulted from higher losses experienced on balances denominated in currencies other than the functional currency of a particular subsidiary.

Insurance investment income or loss represents changes in the cash surrender value of Company-owned life insurance contracts related to a management deferred compensation plan offered by one of the Company’s subsidiaries.

During the three and six months ended September 30, 2008, we recorded unrealized losses of $0.4 million and $1.0 million related to other-than-temporary declines in the estimated fair value of our  auction-rate investment securities.

Provision for Income Taxes

The provision for income taxes and effective tax rates for the three and six months ended September 30, 2009 and 2008 were as follows (in thousands):
 
   
Three months ended September 30,
         
Six months ended September 30,
       
   
2009
   
2008
   
Change
   
2009
   
2008
   
Change
 
                                     
Provision for income taxes
  $ 5,802     $ 9,974       (42 %)   $ 9,455     $ 13,505       (30 %)
Effective income tax rate
    21.9 %     12.1 %             (131.9 %)     11.7 %        
 
The provision for income taxes consists of income and withholding taxes. Logitech operates in multiple jurisdictions and its profits are taxed pursuant to tax laws of these jurisdictions. The Company’s effective income tax rate may be affected by changes in tax laws or interpretations of tax laws in any given jurisdiction, utilization of net operating loss and tax credit carryforwards, changes in geographical mix of income and expense, and changes in management’s assessment of matters such as the ability to realize deferred tax assets.

Prior to the first quarter of fiscal year 2010, the Company’s effective tax rate was calculated using an estimate of its annual pre-tax income. Due to the impact of the economic downturn, management has determined that a reliable estimate of its annual pre-tax income and related annual effective tax rate cannot be made. Therefore, Logitech used the actual year-to-date effective income tax rate for the three and six months ended September 30, 2009.

 
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The change in effective tax rates for the three and six months ended September 30, 2009 compared with the same periods in 2008 is primarily due to the mix of income and losses in the various tax jurisdictions in which the Company operates.

Liquidity and Capital Resources
 
Cash Balances, Available Borrowings, and Capital Resources
 
At September 30, 2009, net working capital was $638.4 million, compared with $709.4 million at March 31, 2009. Although cash balances increased over March 31, 2009, working capital decreased due to higher accounts payable, as production increased in preparation for the holiday selling season.

During the six months ended September 30, 2009, operating activities generated cash of $132.9 million. Our largest sources of operating cash flows were increased accounts payable and accrued liabilities. We invested $18.1 million during the six months ended September 30, 2009 in capital expenditures for tooling costs, computer hardware, and software. Net cash used in financing activities was $86.9 million, primarily due to the purchase of treasury stock, offset in part by proceeds from employee stock purchases and the exercise of stock options.

At September 30, 2009, we had cash and cash equivalents of $524.8 million and investment securities of $1.6 million. Cash and cash equivalents are carried at cost, which is equivalent to fair value. Investment securities are carried at fair value, determined by estimating the value of the underlying collateral using published mortgage indices or interest rate spreads for comparably rated collateral and applying discounted cash flow or option pricing methods to the estimated value. The Company considers the inputs used to measure the fair value of its investment securities as Level 3 within the fair value hierarchy. During the six months ended September 30, 2009, Logitech’s management decided that sale or realization of proceeds from the sale of these investment securities is not expected within the Company’s normal operating cycle of one year, and hence the securities were reclassified from short-term investments to non-current assets. Further changes in the fair value of these investment securities would not materially affect the Company’s liquidity or capital resources.

The Company has credit lines with several European and Asian banks totaling $143.2 million as of September 30, 2009. As is common for businesses in European and Asian countries, these credit lines are uncommitted and unsecured. Despite the lack of formal commitments from the banks, we believe that these lines of credit will continue to be made available because of our long-standing relationships with these banks. At September 30, 2009, the Company had no outstanding borrowings under these lines of credit. There are no financial covenants under these lines of credit with which the Company must comply.

The Company has financed its operating and capital requirements primarily through cash flow from operations and, to a lesser extent, from capital markets and bank borrowings. The Company’s normal short-term liquidity and long-term capital resource requirements are provided from three sources: cash flow generated from operations, cash and cash equivalents on hand, and borrowings, as needed, under our credit facilities.

Based upon our available cash balances and credit lines, and the trend of our historical cash flow generation, we believe we have sufficient liquidity to fund operations for the foreseeable future. 
 

 
36

 
Cash Flow from Operating Activities
 
The following table presents selected financial information and statistics as of September 30, 2009 and 2008 (dollars in thousands):

   
September 30,
 
   
2009
   
2008
 
Accounts receivable, net
  $ 259,776     $ 467,499  
Inventories
    239,904       323,673  
Working capital
    638,438       744,976  
Days sales in accounts receivable (DSO) (1)
 
47 days
   
63 days
 
Inventory turnover (ITO) (2)
    5.8 x     5.4 x
Net cash provided by operating activities
  $ 132,900     $ 83,407  




 
(1)
DSO is determined using ending accounts receivable as of the most recent quarter-end and net sales for the most recent quarter.
(2)
ITO is determined using ending inventories and annualized cost of goods sold (based on the most recent quarterly cost of goods sold).
 
Net cash provided by operating activities increased to $132.9 million in the six months ended September 30, 2009, from $83.4 million for the same period in the prior year. The increased cash flow resulted from lower inventory levels and increased accounts payable.

DSO for the three months ended September 30, 2009 was 16 days lower than the same period in the prior year, primarily due to lower sales levels resulting from the economic downturn. Typical payment terms require customers to pay for product sales generally within 30 to 60 days. However, terms may vary by customer type, by country and by selling season.  Extended payment terms are sometimes offered to a limited number of customers during the second and third fiscal quarters. The Company does not modify payment terms on existing receivables, but may offer discounts for early payment.

Inventory turns for the six months ended September 30, 2009 improved over the six months ended September 30, 2008, as we reduced inventory levels in line with the weak demand environment and our channel partners’ efforts to reduce their inventory.

Cash Flow from Investing Activities
 
Cash flows from investing activities during the six months ended September 30, 2009 and 2008 were as follows (in thousands):
 
   
Six months ended September 30,
 
   
2009
   
2008
 
Purchases of property, plant and equipment
  $ (18,144 )   $ (25,047 )
Acquisitions, net of cash acquired
    (200 )     (31,832 )
Proceeds from cash surrender of life insurance policies
    813       -  
Premiums paid on cash surrender value life insurance policies
    -       (427 )
   Net cash used in investing activities
  $ (17,531 )   $ (57,306 )


Our capital expenditures during the six months ended September 30, 2009 and 2008 were principally for computer hardware and software purchases and normal expenditures for tooling. Purchasing activity was lower in the six months ended September 30, 2009, as we focused our cash outlays on critical capital needs.

In the six months ended September 30, 2008, we acquired the Ultimate Ears companies for $31.8 million.
 
 
37


 
Cash Flow from Financing Activities
 
The following tables present information on our cash flows from financing activities, including information on our share repurchases during the six months ended September 30, 2009 and 2008 (in thousands except per share amounts):
 

             
   
Six months ended September 30,
 
   
2009
   
2008
 
Purchases of treasury shares
  $ (101,267 )   $ (76,017 )
Proceeds from sale of shares upon exercise of options and purchase rights
    12,972       22,355  
Excess tax benefits from share-based compensation
    1,346       6,032  
   Net cash used in financing activities
  $ (86,949 )   $ (47,630 )
                 
   
Six months ended September 30,
 
      2009       2008  
Number of shares repurchased
    5,838       2,603  
Value of shares repurchased
  $ 101,267     $ 76,017  
Average price per share
  $ 17.35     $ 29.20  


During the six months ended September 30, 2009, we repurchased 5.8 million shares for $101.3 million under the Company’s June 2007 buyback program.  The sale of shares upon exercise of options and purchase rights pursuant to the Company’s stock plans realized $13.0 million.  Tax benefits recognized on the exercise of share-based payment awards provided $1.3 million.

During the six months ended September 30, 2008, we repurchased 2.6 million shares for $76.0 million under our June 2007 buyback program. The sale of shares upon exercise of options realized $22.4 million. In addition, cash of $6.0 million was provided by tax benefits recognized on the exercise of share-based payment awards.

Cash Outlook
 
We have financed our operations and capital requirements primarily through cash flow from operations and, to a lesser extent, capital markets and bank borrowings. Our working capital requirements and capital expenditures may increase to support future expansion of Logitech operations. Future acquisitions or expansion of our operations may be significant and may require the use of cash. In addition, continued deterioration of global economic conditions could adversely affect our operations and may also require the use of cash.

In June 2007, we announced the approval by our Board of Directors of a share buyback program authorizing the repurchase of up to $250 million of our shares. The approved amount remaining under the June 2007 program at September 30, 2009 was $25 million. The program expires in June 2010. We lowered our share repurchase activity beginning in the second half of fiscal year 2009 in order to maximize our cash position. Beginning July 29, 2009, the Company resumed the repurchase of its shares under the June 2007 share repurchase program and repurchased 5.8 million shares on the open market for $101.3 million, calculated based on exchange rates on the repurchase dates.
 

 
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In September 2008, our Board of Directors approved a new share buyback program, which authorizes the Company to invest up to $250 million to purchase its own shares.  The September 2008 program is subject to the approval of the Swiss Takeover Board and the completion of our current share buyback program of $250 million.

In January 2009, Logitech initiated a restructuring plan in order to reduce operating expenses and improve financial results in response to deteriorating global economic conditions. We incurred pre-tax restructuring charges of $20.5 million and $1.5 million in the three months ended March 31, 2009 and the six months ended September 30, 2009. We expect to incur up to $0.6 million additional restructuring costs during the remainder of fiscal year 2010. The restructuring plan is expected to generate annual personnel cost savings beginning in fiscal year 2010 of approximately $50 million, and approximately $50 million additional variable cost savings through efforts to limit production costs and operating expenses. The size and timing of future restructuring charges and cost savings are estimates subject to significant future economic, competitive and other uncertainties, and there can be no assurance that we will fully realize the anticipated future results. If economic conditions were to significantly worsen, further actions to reduce costs might be required.

In December 2006, the Company acquired Slim Devices, Inc., a privately held company specializing in network-based audio systems for digital music. The purchase agreement provides for a possible performance-based payment, payable in the first calendar quarter of 2010. The performance-based payment is based on net revenues from the sale of products and services in calendar year 2009 derived from Slim Devices’ technology. The maximum performance-based payment is $89.5 million, and no payment is due if the applicable net revenues total $40.0 million or less. The total performance-based payment amount, if any, will be recorded in goodwill and will not be final until the end of calendar year 2009. As of September 30, 2009, no amounts were payable towards performance-based payments under our acquisition agreement.

In November 2007, the Company acquired WiLife, Inc., a privately held company that manufactures PC-based video cameras for self-monitoring a home or a small business.  The purchase agreement provides for a possible performance-based payment, payable in the first calendar quarter of 2011. The performance-based payment is based on net revenues attributed to WiLife during calendar year 2010. No payment is due if the applicable net revenues total $40.0 million or less. The maximum performance-based payment is $64.0 million.  The total performance-based payment amount, if any, will be recorded in goodwill and will not be known until the end of calendar year 2010.

On February 20, 2009, California budget legislation was enacted that will affect the methodology used by corporate taxpayers to apportion income to California. These changes will become effective for the Company's fiscal year ending March 31, 2012. The Company believes that these changes will not have a material impact on its results of operations or financial condition.

In fiscal year 2009, the U.S. Internal Revenue Service initiated an examination of the Company’s U.S. subsidiary for fiscal year 2006. As of September 30, 2009, the Company is not able to estimate the potential future liability, if any, which may result from this examination.

Other contractual obligations and commitments of the Company which require cash are described in the following sections.

Over the past several years, we have generated positive cash flow from our operating activities, including cash from operations of $200.6 million in fiscal year 2009 and $132.9 million in the six months ended September 30, 2009. Despite the uncertain economic environment, we believe that our cash and cash equivalents, cash flow generated from operations, and available borrowings under our bank lines of credit will be sufficient to fund our operations for the foreseeable future.
 
 
39

 
Contractual Obligations and Commitments
 
As of September 30, 2009, the Company’s outstanding contractual obligations and commitments included the following (in thousands), in addition to the performance based payments we may have to make as part of our acquisition agreements described above:


   
September 30, 2009
 
Operating leases
  $ 48,993  
Purchase commitments - inventory
    148,092  
Purchase obligations - capital expenditures
    9,930  
Purchase obligations - operating expenses
    43,093  
Income taxes payable - non-current
    109,386  
Obligation for management deferred compensation
    9,788  
Defined benefit pension plan liability
    20,477  
Other long-term liabilities
    2,719  
Total contractual obligations and commitments
  $ 392,478  


The Company leases facilities under operating leases, certain of which require it to pay property taxes, insurance and maintenance costs. Operating leases for facilities are generally renewable at the Company’s option and usually include escalation clauses linked to inflation. The remaining terms on our non-cancelable operating leases expire in various years through 2027.

Commitments for inventory purchases are made in the normal course of business to original design manufacturers, contract manufacturers and other suppliers, and are expected to be fulfilled by December 31, 2009. Purchase obligations for future capital expenditures support product development activities and ongoing and expanded operations. At September 30, 2009, these purchase obligations primarily related to commitments for manufacturing equipment and tooling. Purchase obligations for operating expenses related to consulting, marketing arrangements, advertising and other services. Although open purchase commitments are considered enforceable and legally binding, the terms generally allow us the option to reschedule and adjust our requirements based on business needs prior to the delivery of the purchases.

The non-current income taxes payable relates to the net unrecognized tax benefits and related accrued interest and penalties of uncertain tax positions. We are unable make a reasonably reliable estimate of the period in which a cash settlement may be made with the tax authorities.

For further detail about our contractual obligations and commitments, please refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2009.
 
  Off-Balance Sheet Arrangements
 
          The Company has not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.
 
 
 
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Guarantees
 
The Company has guaranteed the purchase obligations of some of its contract manufacturers and original design manufacturers to certain component suppliers. These guarantees generally have a term of one year and are automatically extended for one or more years as long as a liability exists. The amount of the purchase obligations of these manufacturers varies over time, and therefore the amounts subject to Logitech’s guarantees similarly vary. At September 30, 2009, there were no outstanding guaranteed purchase obligations. The maximum total potential future payments under three of the four guarantee arrangements is limited to $30.8 million. The fourth guarantee is limited to purchases of specified components from the named supplier. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee arrangements.

Logitech International S.A., the parent holding company, has guaranteed certain contingent liabilities of various subsidiaries related to specific transactions occurring in the normal course of business. The maximum amount of the guarantees was $5.2 million as of September 30, 2009. As of September 30, 2009, $5.2 million was outstanding under these guarantees. The parent holding company has also guaranteed the purchases of one of its subsidiaries. The guarantee does not specify a maximum amount. As of September 30, 2009, there were no outstanding amounts under this guarantee.

Indemnifications
 
Logitech indemnifies some of its suppliers and customers for losses arising from matters such as intellectual property rights 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. No amounts have been accrued for indemnification provisions at September 30, 2009. The Company does not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under its indemnification arrangements.


 
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ITEM 3.   QUALITATIVE AND QUANTITATIVE 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 global concern, the Company faces exposure to adverse movements in foreign currency exchange rates and interest rates. These exposures may change over time as business practices evolve and could have a material adverse impact on the Company’s financial results.
 
Foreign Currency Exchange Rates
 
The Company is exposed to foreign currency exchange rate risk as it transacts business in multiple foreign currencies, including exposure related to anticipated sales, anticipated purchases and assets and liabilities denominated in currencies other than the U.S. dollar. Logitech transacts business in over 30 currencies worldwide, of which the most significant to operations are the Chinese renminbi (“CNY”), Japanese yen, euro, British pound, Taiwanese dollar, Canadian dollar and Mexican peso. The functional currency of the Company’s operations is primarily the U.S. dollar. To a lesser extent, certain operations use the euro, Swiss franc, Japanese yen or the local currency of the country as their functional currencies. Accordingly, unrealized foreign currency gains or losses resulting from the translation of net assets or liabilities denominated in foreign currencies to the U.S. dollar are accumulated in the cumulative translation adjustment component of other comprehensive income in shareholders’ equity.
 
The table below provides information about the Company’s underlying transactions that are sensitive to foreign exchange rate changes, primarily assets and liabilities denominated in currencies other than the functional currency, where the net exposure is greater than $0.5 million at September 30, 2009. The table below represents the U.S. dollar impact on earnings of a 10% appreciation and a 10% depreciation of the functional currency as compared with the transaction currency (in thousands):
 

Transaction Currency
 
Net Exposed Long (Short) Currency Position
   
FX Gain (Loss) From 10% Appreciation of Functional Currency
   
FX Gain (Loss) From 10% Depreciation of Functional Currency
 
U.S. dollar
Chinese renminbi
  $ 38,740     $ (3,522 )   $ 4,304  
euro
British pound
    22,651       (2,059 )     2,517  
Taiwanese dollar
U.S. dollar
    11,590       (1,054 )     1,288  
Japanese yen
U.S. dollar
    (14,226 )     1,293       (1,581 )
U.S. dollar
Canadian dollar
    10,360       (942 )     1,151  
Mexican peso
U.S. dollar
    (8,543 )     777       (949 )
Swiss franc
euro
    (3,287 )     299       (365 )
euro
Swedish krona
    (2,330 )     212       (259 )
euro
U.S. dollar
    (1,273 )     116       (141 )
euro
Utd. Arab Emir. dirham
    893       (81 )     99  
U.S. dollar
Hong Kong dollar
    (860 )     78       (96 )
euro
Czech koruna
    (693 )     63       (77 )
euro
Polish zloty
    (640 )     58       (71 )
U.S. dollar
Swiss franc
    551       (50 )     61  
      $ 52,933     $ (4,812 )   $ 5,881  

Long currency positions represent net assets being held in the transaction currency while short currency positions represent net liabilities being held in the transaction currency.

 
42

 
The Company’s principal manufacturing operations are located in China, with much of its component and raw material costs transacted in CNY. However, the functional currency of its Chinese operating subsidiary is the U.S. dollar as its sales and trade receivables are transacted in U.S. dollars. To hedge against any potential significant appreciation of the CNY, the Company holds a portion of its cash investments in CNY-denominated deposit accounts. At September 30, 2009, net assets held in CNY totaled $39 million.  The Company continues to evaluate the level of net assets held in CNY relative to component and raw material purchases and interest rates on cash equivalents.

The Company enters into foreign exchange forward contracts to hedge against exposure to changes in foreign currency exchange rates related to its subsidiaries’ forecasted inventory purchases. The Company has designated these derivatives as cash flow hedges. Logitech does not use derivative financial instruments for trading or speculative purposes. These hedging contracts generally mature within six months, and are denominated in the same currency as the underlying transactions. Gains and losses in the fair value of the effective portion of the hedges are deferred as a component of accumulated other comprehensive loss until the hedged inventory purchases are sold, at which time the gains or losses are reclassified to cost of goods sold. The notional amounts of foreign exchange forward contracts outstanding related to forecasted inventory purchases were $60.5 million (42.2 million euros) at September 30, 2009. The notional amount represents the future cash flows under contracts to purchase foreign currencies. Deferred realized losses of $2.6 million are recorded in accumulated other comprehensive loss at September 30, 2009, and are expected to be reclassified to cost of goods sold when the related inventory is sold. Deferred unrealized losses of $1.4 million related to open cash flow hedges are also recorded in accumulated other comprehensive loss as of September 30, 2009 and will be revalued in future periods until the related inventory is sold, at which time the resulting gains or losses will be reclassified to cost of good sold.

The Company also enters into foreign exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on certain foreign currency receivables or payables. These forward contracts generally mature within one to three months. The Company may also enter into foreign exchange swap contracts to economically extend the terms of its foreign exchange forward contracts. The gains or losses on foreign exchange forward contracts are recognized in earnings based on the changes in fair value.

The notional amounts of foreign exchange forward contracts outstanding at September 30, 2009 relating to foreign currency receivables or payables were $19.3 million. Open forward contracts as of September 30, 2009 consisted of contracts in British pounds and Canadian dollars to purchase euros and U.S. dollars at a future date at a pre-determined exchange rate. The notional amounts of foreign exchange swap contracts outstanding at September 30, 2009 were $26.1 million. Swap contracts outstanding at September 30, 2009 consisted of contracts in Mexican pesos, Japanese yen, Canadian dollars and British pounds.

If the U.S. dollar had appreciated by 10% compared with the hedged foreign currency, an unrealized gain of $7.3 million in our forward foreign exchange contract portfolio would have occurred. If the U.S. dollar had depreciated by 10% compared with the hedged foreign currency, an $11.8 million unrealized loss in our forward foreign exchange contract portfolio would have occurred.
 
Interest Rates
 
Changes in interest rates could impact the Company’s anticipated interest income on its cash equivalents and investment securities and interest expense on variable rate short-term debt. The Company prepared sensitivity analyses of its interest rate exposures to assess the impact of hypothetical changes in interest rates. Based on the results of these analyses, a 100 basis point decrease or increase in interest rates from the September 30, 2009 and March 31, 2009 period end rates would not have a material effect on the Company’s results of operations or cash flows.


 
43

 

ITEM 4.   CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Logitech’s Chief Executive Officer and Chief Financial Officer, after evaluating 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 Form 10-Q, have concluded that, as of such date, our disclosure controls and procedures are effective.

Disclosure controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls are also designed to reasonably assure that this information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

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 September 30, 2009, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
44

 

PART II – OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

 
From time to time, we become involved in claims and legal proceedings which arise in the ordinary course of our business. We are currently subject to several such claims and a small number of legal proceedings. We presently do not believe that the resolution of these claims and legal proceedings will have a material impact on our results of operations or financial condition.

ITEM 1A.   RISK FACTORS

The strength and timing of the anticipated improvement of our business is uncertain, and economic conditions have and could continue to significantly harm our operating results.

The global economic recession has had a significant negative impact on our business.  We anticipate that our business and operating results will improve, in part as a result of the steps we have taken in response to general economic conditions.  However, the strength and precise timing of the anticipated improvement of our business is uncertain. In addition, the recession may continue to have the following negative effects on our business, operating results, and financial condition:

·  
Reduced sales to our customers, reflecting current and anticipated lower end-user consumer demand for our products as well as a shift in consumer buying patterns toward lower-priced products.

·  
Reduced sales to those customers that continue to lower their required inventory levels.

·  
Risk of further customer bankruptcy or business failures, resulting in lower sales levels and increases in bad debt write-offs and receivables reserves.

·  
Higher costs for customer incentive programs, cooperative marketing arrangements and price protection used to stimulate demand, which lowers our net sales.

·  
Increased downward pressure on our product prices as we lower prices to stimulate demand or reduce inventory, or as competitors lower prices to gain market share in slow-growing or shrinking markets.

·  
Product returns in excess of our historical experience rate, resulting in higher returns reserves rates.

·  
Risk of excess and obsolete inventories.

·  
Financial distress or bankruptcy of key suppliers, resulting in insufficient product quantities to meet demand for particular products.

·  
Risk of counterparty failures due to continuing stress on financial institutions, which may negatively impact cash, cash equivalents and investment securities.

If our business does not improve as we expect, or if global economic conditions deteriorate, our operating results in a given quarter could be below the expectations of financial analysts and investors, which could cause the price of our shares to decline.
 
 
 
45

 
Our operating results are difficult to predict and fluctuations in results may cause volatility in the price of our shares.
 
Our revenues and profitability are difficult to predict due to the nature of the markets in which we compete and for many other reasons, including the following:
 
·  
Our operating results are highly dependent on the volume and timing of orders received during the quarter, which are difficult to forecast. Customers generally order on an as-needed basis and we typically do not obtain firm, long-term purchase commitments from our customers. As a result, our revenues in any quarter depend primarily on orders booked and shipped in that quarter.

·  
A significant portion of our quarterly retail sales typically occurs in the last weeks of each quarter, further increasing the difficulty in predicting quarterly revenues and profitability.
 
 
·  
We must incur a large portion of our costs in advance of sales orders, because we must plan research and production, order components, buy tooling equipment, and enter into development, sales and marketing, and other operating commitments prior to obtaining firm commitments from our customers. This makes it difficult for us to rapidly adjust our costs during the quarter in response to a revenue shortfall, which could adversely affect our operating results.

·  
Fluctuations in currency exchange rates can impact our revenues, expenses and profitability because we report our financial statements in U.S. dollars, whereas a significant portion of our revenues and expenses are in other currencies. We attempt to adjust product prices over time to offset the impact of currency movements. However, the weakness in consumer spending caused by the current global economic recession has limited our ability to increase local currency selling prices, which has negatively affected and may continue to negatively affect our ability to offset the impact of currency fluctuations.
 
Because our operating results are difficult to predict, our results may be below the expectations of financial analysts and investors, which could cause the price of our shares to decline.

If we fail to successfully innovate in our current and emerging product categories, our business and operating results could suffer.
 
The personal peripherals industry is characterized by short product life cycles, frequent new product introductions, rapidly changing technology and evolving industry standards. As a result, we must continually innovate in our current and emerging product categories, introduce new products and technologies, and enhance existing products in order to remain competitive.

The success of our products depends on several factors, including our ability to:

·  
identify new feature or product opportunities;

·  
anticipate technology, market trends and consumer demands;

·  
develop innovative and reliable new products and enhancements in a cost-effective and timely manner;  and

·  
distinguish our products from those of our competitors.
 
 
 
46

 
If we do not execute on these factors successfully, products that we introduce or technologies or standards that we adopt may not gain widespread commercial acceptance, and our business and operating results could suffer. In addition, if we do not continue to distinguish our products, particularly our retail products, through distinctive, technologically advanced features, designs, and services, as well as continue to build and strengthen our brand recognition and our access to distribution channels, our business could be harmed.

Our gross margins can vary significantly depending on multiple factors, which can result in unanticipated fluctuations in our operating results.

Our gross margins can vary due to consumer demand, competition, product life cycle, new product introductions, unit volumes, commodity and supply chain costs, geographic sales mix, foreign currency exchange rates, and the complexity and functionality of new product innovations.  In particular, if we are not able to introduce new products in a timely manner at the product cost we expect, or if consumer demand for our products is less than we anticipate, or if there are product pricing, marketing and other initiatives by our competitors to which we need to react that lower our margins, then our overall gross margin will be less than we project. For example, in the second half of fiscal year 2009 and the first half of fiscal year 2010, economic uncertainty caused our customers to reduce purchases of our products below what we had forecasted, and also led us to increase our customer incentives to stimulate demand, which significantly lowered our overall gross margin.
 
In addition, our gross margins may vary significantly by product line, sales geography and customer type, as well as within product lines. When the mix of products sold shifts from higher margin product lines to lower margin product lines, to lower margin sales geographies, or to lower margin products within product lines, our overall gross margins and our profitability may be adversely affected.

The impact of these factors on gross margins can create unanticipated fluctuations in our operating results, which may cause volatility in the price of our shares.
 
 
If we do not compete effectively, demand for our products could decline and our business and operating results could be adversely affected.
 
Our industry is intensely competitive. It is characterized by short product life cycles, continual performance enhancements, and rapid adoption of technological and product advancements by competitors in our retail market, and price sensitivity in the OEM market. We are experiencing aggressive price competition and other promotional activities from our primary competitors and from less-established brands in response to declining consumer demand in both the retail and OEM markets. In addition, our competitors may offer customers terms and conditions which may be more favorable than our terms and conditions and may require us to take actions to increase our customer incentive programs, which could impact our revenues and operating margins.

In recent years, we have expanded the categories of products we sell, and entered new markets, such as the markets for streaming media devices and for home or small business video security systems. We remain alert to opportunities in new categories and markets. As we do so, we are confronting new competitors, many of which have more experience in the categories or markets and have greater marketing resources and brand name recognition than we have. In addition, because of the continuing convergence of the markets for computing devices and consumer electronics, we expect greater competition in the future from well-established consumer electronics companies in our developing categories, as well as in future categories we might enter. Many of these companies, such as Microsoft Corporation, Cisco Systems, Sony and others, have greater financial, technical, sales, marketing and other resources than we have.
 
 
47


 
Microsoft is a leading producer of operating systems and applications with which our mice, keyboards and webcams are designed to operate. In addition, Microsoft has significantly greater financial, technical, sales, marketing and other resources than Logitech, as well as greater name recognition and a larger customer base. As a result, Microsoft may be able to improve the functionality of its own peripherals to correspond with ongoing enhancements to its operating systems and software applications before we are able to make such improvements. This ability could provide Microsoft with significant lead-time advantages. In addition, Microsoft may be able to offer pricing advantages on bundled hardware and software products that we may not be able to offer, and may be financially positioned to exert significant downward pressure on product prices and upward pressure on promotional incentives in order to gain market share.

Pointing Devices, Keyboards and Desktops. Microsoft is our main competitor in the mice, keyboard and desktop product lines. We also experience competition and pricing pressure for corded and cordless mice and desktops from less-established brands, which has impacted our market share in some sales geographies and which could potentially further impact our market share. The notebook peripheral category is also an area where we face aggressive pricing and promotions, as well as new competitors that have broader notebook product offerings than we do.

Video. Our competitors for PC Web cameras include Microsoft, Creative Labs and Philips. We are encountering aggressive pricing practices and promotions on a worldwide basis, which have impacted our revenues and margins. The worldwide market for PC webcams has been very competitive, and as a result, pricing practices and promotions by our competitors have become more aggressive.
  
Audio. Competitors in audio devices vary by product line. In the PC, mobile entertainment and communication platform speaker business, competitors include Plantronics and its Altec Lansing subsidiary, Creative Labs, and Bose Corporation. In the PC headset and microphone business, our main competitors include Plantronics and its Altec Lansing subsidiary.  We have expanded our audio product portfolio to include network-based audio systems for digital music, an emerging market with several small competitors as well as larger established consumer electronics companies, like Sony and Philips.

Gaming. Competitors for our interactive entertainment products include Intec, Pelican Accessories, Mad Catz and its Saitek subsidiary. Our controllers for PlayStation also compete against controllers offered by Sony.

Remotes. Our competitors for remotes include, among others, Philips, Universal Remote, Universal Electronics, RCA and Sony. We expect that the growth in recent years in consumer demand for personal peripheral devices for home entertainment systems will likely result in increased competition.

If we do not compete effectively, demand for our products could decline, our gross margin could decrease, we could lose market share and our revenues could decline.

If we do not successfully innovate and market products for notebook PCs and mobile devices, our business and results of operations may suffer.
 
We have historically targeted peripherals for the PC platform, a market that is dynamically changing as a result of the declining popularity of desktop PCs and the increasing popularity of notebook PCs and mobile devices, such as “netbooks”, mobile phones and smaller form factor devices with computing or web surfing capabilities. In our OEM channel, this shift has adversely affected our sales of OEM mice, which are sold with name-brand desktop PCs. Our OEM mice sales have historically made up the bulk of our OEM sales, and our OEM sales accounted for 15% and 13% of total revenues during fiscal years 2009 and 2008. If the desktop PC market continues to experience slower growth or decline, and if we do not successfully diversify our OEM business, our OEM revenues could be adversely affected.
 
 
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In our retail channels, notebook PCs and mobile devices are sold by retailers without peripherals.  We believe this creates opportunities to sell products to consumers to help make their devices more productive and comfortable.  However, consumer acceptance and demand for peripherals for use with smaller form factor computing devices such as notebook PCs and mobile devices is still uncertain. The increasing popularity of notebook PCs and mobile devices may result in a decreased demand by consumers for keyboards and speakers, which could negatively affect our sales of these products. The increasing popularity of mobile devices has coincided with a steadily decreasing average sales price for computing devices, including for desktop and notebook PCs.  As a result, there is a risk that the demand for those of our products that have a relatively high average sales price in relation to the price of a desktop or notebook PC will decline.  If we do not successfully innovate and market products designed for notebook PCs and other mobile devices, or if general consumer demand for peripherals for use with notebook PCs and mobile devices does not increase, our business and results of operations could be significantly harmed.
 
If we do not accurately forecast product demand, our business and operating results could be adversely affected.
 
We use our forecasts of product demand to make decisions regarding investments of our resources and production levels of our products. Although we receive forecasts from our customers, many are not obligated to purchase the forecasted demand. Also, actual sales volumes for individual products in our retail distribution channel can be volatile due to changes in consumer preferences and other reasons. In addition, our retail products have short product life cycles, so a failure to accurately predict high demand for a product can result in lost sales that we may not recover in subsequent periods, or higher product costs if we meet demand by paying higher costs for materials, production and delivery. We could also frustrate our customers and lose shelf space. Our failure to predict low demand for a product can result in excess inventory, lower cash flows and lower margins if we are required to reduce product prices in order to reduce inventories.

Over the past few years, we have expanded the number and types of products we sell, and the geographic markets in which we sell them, and we will endeavor to further expand our product portfolio and sales reach. The growth of our product portfolio and our sales markets has increased the difficulty of accurately forecasting product demand.
 
We have experienced large differences between our forecasts and actual demand for our products and expect differences to arise in the future. If we do not accurately predict product demand, our business and operating results could be adversely affected.

Our business depends in part on access to third-party platforms or technologies, and if the access is withdrawn, denied, or is not available on terms acceptable to us, or if the platforms or technologies change without notice to us, our business and operating results could be adversely affected.

Our product portfolio includes products designed for use with third-party platforms, such as Apple iPod, Microsoft Xbox, Sony PlayStation, and Nintendo Wii. Our business in these categories relies on our access to the platforms of third parties, which can be withdrawn, denied or not be available on terms acceptable to us.

Our access to third-party platforms may require paying a royalty, which lowers our product margins, or may otherwise be on terms that are not acceptable to us. In addition, the third-party platforms or technologies used to interact with our product portfolio can change without prior notice to us, which can result in our having excess inventory or lower margins.
 
49


 
If we are unable to access third-party platforms or technologies, or if our access is withdrawn, denied, or is not available on terms acceptable to us, or if the platforms or technologies change without notice to us, our business and operating results could be adversely affected. 

Our principal manufacturing operations and third-party contract manufacturers are located in China, which exposes us to risks associated with doing business in that country.
 
Our principal manufacturing operations and third-party contract manufacturers are located in China. Our manufacturing operations in Suzhou, China could be severely impacted by changes in the interpretation and enforcement of legal standards, by strains on China’s transportation, communications, trade, public health and other infrastructures, by conflicts, embargoes, disagreements or increased tensions between China and Taiwan, by labor unrest, and by other trade customs and practices that are dissimilar to those in the United States and Europe. Interpretation and enforcement of China’s laws and regulations continue to evolve and we expect differences in interpretation and enforcement to continue in the foreseeable future.

Further, we may be exposed to fluctuations in the value of the Chinese renminbi (“CNY”), the local currency of China. Significant future appreciation of the CNY could increase our component and other raw material costs, as well as our labor costs, and could adversely affect our financial results.

We purchase key components and products from a limited number of sources, and our business and operating results could be harmed if supply were delayed or constrained or if there were shortages of required components.
 
We purchase certain products and key components from a limited number of sources. If the supply of these products or key components, such as micro-controllers and optical sensors, were to be delayed or constrained, or if one or more of our single-source suppliers goes out of business as a result of adverse global economic conditions, we might be unable to find a new supplier on acceptable terms, or at all, and our product shipments to our customers could be delayed, which could harm our business, financial condition and operating results.

Lead times for materials, components and products ordered by us or by our contract manufacturers can vary significantly and depend on factors such as contract terms, demand for a component, and supplier capacity. From time to time, we have experienced component shortages and extended lead times on semiconductors, such as micro-controllers and optical sensors, and base metals used in our products. Shortages or interruptions in the supply of components or subcontracted products, or our inability to procure these components or products from alternate sources at acceptable prices in a timely manner, could delay shipment of our products or increase our production costs, which could adversely affect our business and operating results.

If we do not successfully coordinate the worldwide manufacturing and distribution of our products, we could lose sales.
 
Our business requires us to coordinate the manufacture and distribution of our products over much of the world. We rely on third parties to manufacture many of our products, manage centralized distribution centers, and transport our products. If we do not successfully coordinate the timely manufacturing and distribution of our products, we may have insufficient supply of products to meet customer demand and we could lose sales, or we may experience a build-up in inventory.

A significant portion of our quarterly retail orders and product deliveries generally occur in the last weeks of the fiscal quarter. This places pressure on our supply chain and could adversely impact our revenues and profitability if we are unable to successfully fulfill customer orders in the quarter.  
 
 
 
50

 
We conduct operations in a number of countries and the effect of business, legal and political risks associated with international operations could significantly harm us.
 
We conduct operations in a number of countries. There are risks inherent in doing business in international markets, including:
 
·  
difficulties in staffing and managing international operations;

·  
compliance with laws and regulations, including environmental and tax laws, which vary from country to country and over time, increasing the costs of compliance and potential risks of non-compliance;

·  
exposure to political and financial instability, leading to currency exchange losses and collection difficulties or other losses;

·  
exposure to fluctuations in the value of local currencies;

·  
difficulties or increased costs in establishing sales and distribution channels in unfamiliar markets, with their own market characteristics and competition, particularly in Latin America, Eastern Europe and Asia;

·  
changes in value-added tax (“VAT”) or VAT reimbursement;

·  
imposition of currency exchange controls; and

·  
delays from customs brokers or government agencies.
 
Any of these risks could significantly harm our business, financial condition and operating results.

We may be unable to protect our proprietary rights. Unauthorized use of our technology may result in the development of products that compete with our products.
 
Our future success depends in part on our proprietary technology, technical know-how and other intellectual property. We rely on a combination of patent, trade secret, copyright, trademark and other intellectual property laws, and confidentiality procedures and contractual provisions such as nondisclosure terms and licenses, to protect our intellectual property.
 
We hold various United States patents and pending applications, together with corresponding patents and pending applications from other countries. It is possible that any patent owned by us will be invalidated, deemed unenforceable, circumvented or challenged, that the patent rights granted will not provide competitive advantages to us, or that any of our pending or future patent applications will not be granted. In addition, other intellectual property laws or our confidentiality procedures and contractual provisions may not adequately protect our intellectual property. Also, others may independently develop similar technology, duplicate our products, or design around our patents or other intellectual property rights. Unauthorized parties have copied and may in the future attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. Any of these events could significantly harm our business, financial condition and operating results.
 
 
51


 
Product quality issues could adversely affect our reputation and could impact our operating results.

The market for our products is characterized by rapidly changing technology and evolving industry standards. To remain competitive, we must continually introduce new products and technologies. The products that we sell could contain defects in design or manufacture. Defects could also occur in the products or components that are supplied to us. There can be no assurance we will be able to detect and remedy all defects in the hardware and software we sell. Failure to do so could result in product recalls, product redesign efforts, lost revenue, loss of reputation, and significant warranty and other expenses to remedy.

Our effective tax rates may increase in the future, which could adversely affect our net income.
 
We operate in multiple jurisdictions and our profits are taxed pursuant to the tax laws of these jurisdictions. Our effective tax rate may be affected by changes in or interpretations of tax laws in any given jurisdiction, utilization of net operating loss 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. 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.  We are currently subject to ongoing audits in various jurisdictions and a material assessment by a governing tax authority could adversely affect our profitability. If our effective tax rate increases in future periods, our net income could be adversely affected.

We may not fully realize the anticipated positive impacts to future financial results from the restructuring announced in January 2009.
 
In the fiscal quarter ended March 31, 2009, we implemented a restructuring which reduced Logitech’s salaried workforce globally by 515 employees, in addition to other actions aimed at reducing operating expenses. The restructuring plan is expected to generate annual personnel cost savings beginning in fiscal year 2010 of approximately $50 million, and approximately $50 million additional variable cost savings through efforts to limit production costs and operating expenses.

Our ability to achieve the anticipated variable cost savings and other benefits from this restructuring within the expected time frame is subject to many estimates and assumptions, and may vary materially based on factors such as negotiations with third parties and operational requirements. These estimates and assumptions are subject to significant economic, competitive and other uncertainties, some of which are beyond our control. There can be no assurance that we will fully realize the anticipated positive impacts to future financial results from this restructuring. In the event that the current economic conditions significantly worsen, further restructuring measures may be required in the future.

If our estimates and assumptions are incorrect or if other unforeseen events occur, we may not achieve the cost savings expected in fiscal year 2010 and beyond, and our business and results of operations could be adversely affected.
 
 
 
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ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Share Repurchases

The following table sets forth certain information related to purchases made by Logitech of its equity securities (in thousands, except share and per share amounts):


Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as a Part of Publicly Announced Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs
in USD
in CHF
July, 2009
 -
-
-
 -
 $126,025
August, 2009
 3,325
$16.82
CHF 17.99
 3,325
 70,224
September, 2009
 2,513
$18.04
CHF 19.09
 2,513
 24,985
   Total
5,838
$17.35
CHF 18.46
5,838
 

The repurchases were made pursuant to the share buyback program of $250 million approved in June 2007, which is in effect until the 2010 Annual General Meeting, unless concluded earlier or discontinued.

In September 2008, our Board of Directors approved a new share buyback program, which authorizes the Company to invest up to $250 million to purchase its own shares. The September 2008 program is subject to the approval of the Swiss Takeover Board and the completion of our current share buyback program of $250 million. 

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We held our Annual General Meeting of Shareholders on September 1, 2009. At the meeting, our shareholders voted on the following seven proposals and cast their votes as follows:

Proposal 1: Approval of the Annual Report, the Compensation Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2009
 
For
Against
Abstain
Non-Votes
72,127,983
98,994
1,594,013
0
99.86%
0.14%
N/A
N/A

Proposal 2: Advisory vote on compensation philosophy, policies and practices
 
For
Against
Abstain
Non-Votes
71,315,314
1,985,103
520,573
0
97.29%
2.71%
N/A
N/A

Proposal 3: Appropriation of retained earnings without payment of a dividend
 
For
Against
Abstain
Non-Votes
72,071,718
1,610,655
137,792
0
97.81%
2.19%
N/A
N/A
 
 
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Proposal 4: Increase of the number of shares available for issuance under the 2006 Stock Incentive Plan
 
For
Against
Abstain
Non-Votes
44,569,727
19,941,905
324,835
8,983,198
69.09%
30.91%
N/A
N/A

Proposal 5: Release of the Board of Directors and Executive Officers for activities during fiscal year 2009
 
For
Against
Abstain
Non-Votes
61,685,410
553,066
380,718
0
99.11%
0.89%
N/A
N/A

Proposal 6.1: Re-election of Mr. Erh-Hsun Chang
 
For
Against
Abstain
Non-Votes
73,141,310
323,905
353,927
0
99.56%
0.44%
N/A
N/A

Proposal 6.2: Re-election of Mr. Kee-Lock Chua
 
For
Against
Abstain
Non-Votes
73,224,332
241,795
353,015
0
99.67%
0.33%
N/A
N/A

Proposal 7: Re-election of PricewaterhouseCoopers SA as auditors
 
For
Against
Abstain
Non-Votes
73,495,104
199,124
124,914
0
99.73%
0.27%
N/A
N/A



 
54

 

ITEM 6.   EXHIBITS

Exhibit Index


Description
   
10.1
Representative form of Stock Option Agreement for non-executive Board members under the Logitech International S.A. 2006 Stock Incentive Plan
   
10.2
Representative form of Stock Option Agreement for employees, including executive officers, under the Logitech International S.A. 2006 Stock Incentive Plan
   
10.3
Representative form of Restricted Stock Unit Agreement for non-executive Board members under the Logitech International S.A. 2006 Stock Incentive Plan
   
10.4
Representative form of Restricted Stock Unit Agreement for executive officers under the Logitech International S.A. 2006 Stock Incentive Plan
   
10.5
Compensation terms for non-executive Board members for the September 2009 - September 2010 Board Year
   
10.14.1  Executive Officer base salary, duties and authority under form of employment agreements dated December 3, 2008
   
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
   
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
   
32.1
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer**
 
 
**
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 certifications will not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate them by reference.


 
55

 

SIGNATURES
 
Pursuant to the requirements 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.

LOGITECH INTERNATIONAL S.A.

   
 
/s/ Gerald P. Quindlen
 
Gerald P. Quindlen
President and Chief Executive Officer


   
 
/s/ Erik K. Bardman
 
Erik K. Bardman
Senior Vice President of Finance
and Chief Financial Officer



November 4, 2009
 



Exhibit 10.1

LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT
(Non-Executive Board Members)

           This Stock Option Agreement (the “ Option Agreement ”) is between Logitech International S.A., a Swiss company, (the “ Company ”), and the Optionee 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 Option Agreement are not defined, they shall have the meaning given to them in the Plan.  Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option 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 Option . The Company hereby grants to the Optionee named below an option (the “ Option ”) to purchase up to the number of Shares and at an exercise price per Share specified below, subject to the terms and conditions of this Option Agreement and of the Plan, which is incorporated in this Option Agreement by reference:

Optionee’s Name:                                                                

Grant Date:                                                                
 
Vesting Commencement Date:                                                                           

Exercise Price per Share:                                                                
 
Total Number of Options over Shares granted:

Total Exercise Price:                                                                           

Expiration Date:                                                                
 
2.   Vesting Schedule .  This Option shall vest and become exercisable according to the following schedule (the “ Vesting Schedule ”).

(a)   33 1/3% of the Shares subject to the Option shall vest on the earlier of (i) the day that is twelve months after the Vesting Commencement Date, and (ii) the day immediately before the date of the first annual general meeting of the Company after the Vesting Commencement Date,

(b)    33 1/3% of the Shares subject to the Option shall vest on the earlier of (i) the day that is twenty four months after the Vesting Commencement Date, and (ii) the day immediately before the date of the second annual general meeting of the Company after the Vesting Commencement Date, and
 
 
 
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(c)    the final 33 1/3% of the Shares subject to the Option shall vest on the earlier of (i) the day that is thirty-six months after the Vesting Commencement Date and (y) the day immediately before the date of the third annual general meeting of the Company after the Vesting Commencement Date.

In no event shall the Option vest and become exercisable for any additional Shares subject to the Option after Optionee’s termination of Service.

3.   Option Term .  This Option has a maximum term of ten (10) years measured from the Grant Date and accordingly expires at the close of business on the Expiration Date, unless sooner terminated in accordance with Section 6.

4.   Dates of Exercise .  This Option shall vest and become exercisable for the number of Shares subject to this Option in one or more installments as specified in Section 2. As the Option becomes exercisable for such installments, those installments shall accumulate and the Option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the Option under Section 6. As an administrative matter, the exercisable portion of this Option may only be exercised until the close of the SIX Swiss Exchange (if the Exercise Price per Share of this Option is in Swiss Francs) or the Nasdaq Stock Market (if the Exercise Price per Share of this Option is in dollars) on the last trading day on or before the Expiration Date or earlier date of termination of the Option under Section 6.  Any later attempt to exercise this Option will not be honored.

5.   Leave of Absence. Unless otherwise determined by the Administrator, the following provisions shall apply in the case of an authorized leave of absence by Optionee:

(a)   Subject to Applicable Law and the terms of a written employment agreement, if any, between the Optionee and the Company or a Subsidiary, no additional Shares subject to this Option shall vest and become exercisable after the 120 th day of the leave of absence.  If Applicable Law or the terms of a written employment agreement, if any, between the Optionee and the Company or a Subsidiary provide for a later date upon which vesting may cease, then no additional Shares subject to this Option shall vest and become exercisable upon the earliest date possible under Applicable Law or the employment agreement.

(b)   If vesting has ceased under Section 5(a) and Optionee subsequently returns to active Service, vesting of additional Shares subject to this Option shall resume upon Optionee’s return to active Service.

(c)   In no event shall this Option vest and become exercisable for any additional Shares subject to this Option, and in no event shall this Option remain outstanding, if Optionee does not resume active Service prior to the Expiration Date.
 
6.   Termination of Service .  This Option shall terminate prior to the Expiration Date should any of the following provisions become applicable:
 
(a)           If Optionee’s Service terminates for any reason (other than death or Disability) while this Option is outstanding, then Optionee shall have a period of one hundred eighty (180) days (starting with the date of termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date.
 
 
 
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(b)           If Optionee’s Service terminates by reason of the Optionee’s death while this Option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option is transferred pursuant to Optionee’s will or in accordance with the laws of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be outstanding, upon the earlier of (A) the expiration of the one (1) year period measured from the date of Optionee’s death or (B) the Expiration Date.
 
 
(c)           If Optionee’s Service terminates by reason of Disability while this Option is outstanding, then Optionee shall have a period of one (1) year (starting with the date of such termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date.
 
 
(d)           Optionee’s date of termination of Service shall mean the date upon which Optionee’s Service terminates or the Optionee ceases active performance of services for the Company or any Subsidiary, regardless of any notice period or period in lieu of notice of termination of employment, whether expressed or implied, and subject to Section 5.  The Administrator shall have the exclusive discretion to determine when the Optionee’s Service terminates or when the Optionee has ceased active performance of services for purposes of this Option Agreement.
 
 
(e)           During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of vested Shares for which the Option is exercisable at the time of Optionee’s termination of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Shares for which the Option has not been exercised. However, this Option shall, immediately upon Optionee’s termination of Service for any reason, terminate and cease to be outstanding with respect to any Shares in which Optionee is not otherwise at that time vested or for which this Option is not otherwise at that time exercisable.

(f)           If at any time (including after a notice of exercise has been delivered) the Administrator reasonably believes that Optionee has committed an act of misconduct as described in this Section 6(f), the Administrator may suspend the Optionee’s right to exercise this Option, pending a determination of whether an act of misconduct has been committed.  If the Administrator determines that a Participant, other than an independent Director, has committed an act of embezzlement, fraud or breach of fiduciary duty, or if a Participant makes an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries, or induces any customer to breach a contract with the Company or any of its Subsidiaries, then this Option 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 Optionee holds the title of Vice President or above the determination of the Administrator shall be subject to the approval of the Board.
 
7.   Exercise of Option .

(a)            Right to Exercise .  This Option is exercisable during its term in accordance with the Vesting Schedule and the applicable provisions of the Plan and this Option Agreement.

(b)            Method of Exercise .  In order to exercise this Option with respect to all or any part of the Shares subject to this Option for which this Option is at the time exercisable, Optionee (or any other person or persons having the right to and exercising this Option) must take the following actions:
 
 
 
 
3


 
           (i)             Deliver to the local stock administrator an exercise notice, which may be by electronic methods if specified by the Company, stating the election to exercise the Option, the number of Shares in respect of which the Option is being exercised and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan, using the form prescribed by Company, as amended from time to time.  However, if Company has designated a brokerage firm to assist with Option exercises, Optionee may provide exercise instructions to the Company-designated brokerage firm.  The Company in its discretion may designate such a broker-assisted exercise as the sole means by which to exercise this Option.

           (ii)           Pay the aggregate Exercise Price for the purchased Shares by any of the following, or a combination thereof, at the election of the Optionee:  (a) cash or cash equivalents, (b) check, (c) with the Administrator’s consent, delivery of the Optionee’s promissory note in the amount of the aggregate Exercise Price of the purchased Shares or (d) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan.

           (iii)           Make appropriate arrangements with the Company (or the Subsidiary employing or retaining Optionee) for (a) the satisfaction of all tax withholding requirements applicable to the Option exercise, or (b), subject to Applicable Laws, the payment of an amount to the Company or the Subsidiary equal to the amount of the tax obligations of the Company or of the Subsidiary in connection with the grant, vesting, exercise, purchase or sale of an Award to or by the Optionee under the Plan or in connection with the sale of Shares resulting from the exercise of the Option.

(c)            No Fractional Shares .  In no event may this Option be exercised for any fractional Shares.

               (d)            Share Delivery, Deemed Transfer Date .   As soon as practicable after the exercise date, the Company shall issue or deliver to or on behalf of Optionee (or any other person or persons having the right to and exercising this Option) the purchased Shares.  For income tax purposes the purchased Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such purchased Shares.

8.   Compliance with Applicable Laws; No Company Liability .  No Shares shall be issued or delivered pursuant to the exercise of this Option unless such issuance or delivery and exercise complies with Applicable Laws.  The Company shall not be liable to Optionee or other persons as to: (a) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (b) any tax consequence expected, but not realized, by Optionee or other person due to the receipt or exercise of this Option.

9.   Non-Transferability of Option .  This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution, or, if Company permits, by a written beneficiary designation.  This Option may be exercised during the lifetime of Optionee only by the Optionee.  The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, beneficiaries, successors and assigns of the Optionee.

10.   Taxes.

(a)   The tax consequences to the Optionee as a result of the grant, vesting or exercise of this Option will depend upon the laws of the country in which the Optionee is subject to tax.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER CONCERNING THE GRANT, VESTING AND EXERCISE OF THIS OPTION, AS WELL AS DISPOSITION OF THE SHARES.
 
 
 
 
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(b)   In certain countries, there are payroll withholding requirements on the grant, vesting, exercise, purchase or sale of an Award under the Plan.  If this is required, the Company will withhold for appropriate social and other taxes.  In certain countries, there are also reporting requirements for employees on the grant, vesting, exercise, purchase or sale of an Award under the Plan.  It is the Optionee’s responsibility to make the proper reports.  The Company is not responsible for making reports on the Optionee’s behalf and will not be liable for any loss the Optionee may incur because such reports have not been made.

(c)   If the Optionee is located in the United States, or otherwise subject to U.S. income taxes, this Option is a Nonstatutory Stock Option.

(d)   In certain countries, there may be tax obligations on the Company or (or the Subsdiary employing or retaining Optionee) in connection with the grant, vesting, exercise, purchase, or sale of an Award to or by the Optionee under the Plan or in connection with the sale of Shares resulting from the exercise of the Option.  If there are such tax obligations, the Optionee agrees to make arrangements satisfactory to the Company or the Subsidiary for the payment of an amount equal to the amount of such tax obligations which, at the sole discretion of the Company, may include (i) having the Company withhold Shares from the settlement of the Option, (ii) the sale of Shares resulting from the exercise of the Option, (iii) reimbursement through payroll deductions or (iv) any other arrangement approved by the Company, in any case, equal in value to the amount necessary to satisfy any such tax obligations. The Company shall not be required to issue or deliver Shares pursuant to this Agreement unless and until such arrangements are made.

11.   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 Shares or other securities which are subject to this Option, and/or the exercise price of this Option, in order to reflect such change and thereby preclude a dilution or enlargement of benefits under this Option.

12.   Entire Agreement; Governing Law . The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter of this Option Agreement and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter of this Option Agreement, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee.  This Option Agreement is governed by the internal substantive laws, but not the choice-of-law rules, of Switzerland (the Company’s jurisdiction of organization).

13.   NO GUARANTEE OF CONTINUED SERVICE .  THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).  THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH THE OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE OPTIONEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.
 
 
 
5


 
14.   No Entitlement or Claim s for Compensation .

(a)   Optionee’s rights, if any, in respect of or in connection with this Option or any other Award is derived solely from the discretionary decision of the Company to permit Optionee to participate in the Plan and to benefit from a discretionary Award. By accepting this Option, Optionee expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to Optionee. This Option is not intended to be compensation of a continuing or recurring nature, or part of Optionee’s normal or expected compensation, and in no way represents any portion of a Optionee’s salary, compensation, or other remuneration for purposes of calculating any severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments or for any other purpose.

(b)    Optionee shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan, this Option or any outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

(c)   Optionee agrees that the Company may require Options granted hereunder be exercised with, and the purchased Shares held by, a broker designated by the Company. In addition, Optionee agrees that his or her rights hereunder shall be subject to set-off by the Company for any valid debts the Optionee owes to the Company.

15.   Data Privacy .

(a)   Optionee hereby consents to the collection, processing, use and transfer, in electronic or other form, of Optionee’s personal information (the “ Data ”) regarding Optionee’s employment, the nature and amount of Optionee’s compensation and the fact and conditions of Optionee’s participation in the Plan (including Optionee’s name, home address, telephone number, date of birth, social insurance number or other identification number, compensation, nationality and job title, details of all options, shares or other entitlement to securities awarded, canceled, exercised, vested, unvested or outstanding under the Plan or predecessor plans), by and among the Company and one or more its Subsidiaries and Affiliates, for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in calculating the cost of the Plan.

(b)   Optionee further consents to the transfer of the Data to UBS AG and/or its affiliates (“ UBS ”), or to any other third parties assisting in the implementation, administration and management of the Plan, or in calculating the costs of the Plan, including any other third party assisting with the exercise of Options under the Plan or with whom Shares acquired upon exercise of this Option or cash from the sale of such shares may be deposited.  Optionee further consents to the processing, possession, use and transfer of the Data by UBS and such other third parties for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in calculating the cost of the Plan.

(c)   Optionee understands and agrees that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than the Optionee’s country, and Optionee consents to the transfer of the Data to such countries.  Furthermore, Optionee acknowledges and understands that the transfer of the Data to the Company or any of its Subsidiaries, or to UBS or any such third parties, is necessary for Optionee’s participation in the Plan.
 
 
 
6


 
(d)   Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data or require any necessary amendments to Data  or withdraw the consents herein, in any case without cost, by contacting the Optionee’s local human resources representative in writing.  Optionee further acknowledges that withdrawal of consent may affect Optionee’s ability to exercise or realize benefits from the Option, and Optionee’s ability to participate in the Plan.

16.   Repatriation of Profits .  In certain countries, persons employed in those countries are responsible for bringing back into the country the proceeds of any investments abroad that have been received as a result of the exercise of an award under the Plan.  If any foreign exchange control approval, consent or permission is required for the exercise of a purchase right or option under the Plan, the Optionee is responsible for obtaining all such approvals, consents and permissions.  The Company is not responsible for this activity and will not be liable for any loss that the Optionee incurs because such approvals have not been obtained.

17.   Further Instruments .  The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Option Agreement.

           By the Optionee’s signature below, the Optionee agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement.  The Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement.  The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement.


OPTIONEE:
 
THE COMPANY:
     
Signature
 
By
   
 
CEO
Print Name
 
Title
     
   
By
   
 
CFO
   
Title
 
 


 
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Exhibit 10.2

LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT
(Employees)

           This Stock Option Agreement (the “ Option Agreement ”) is between Logitech International S.A., a Swiss company, (the “ Company ”), and the Optionee 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 Option Agreement are not defined, they shall have the meaning given to them in the Plan.  Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option 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 Option . The Company hereby grants to the Optionee named below an option (the “ Option ”) to purchase up to the number of Shares and at an exercise price per Share specified below, subject to the terms and conditions of this Option Agreement and of the Plan, which is incorporated in this Option Agreement by reference:

Optionee’s Name:                                                                

Grant Date:                                                                
 
Vesting Commencement Date:                                                                           

Exercise Price per Share:                                                                
 
Total Number of Options over  Shares granted:

Total Exercise Price:                                                                           

Expiration Date:                                                                
 
2.   Vesting Schedule .  This Option shall vest and become exercisable with respect to 25% of the total Shares subject to this Option upon Optionee’s completion of each year of Service measured from the Vesting Commencement Date, until all Shares subject to this Option are vested in full (the “ Vesting Schedule ”).  In no event shall the Option vest and become exercisable for any additional Shares subject to the Option after Optionee’s termination of Service.

3.   Option Term .  This Option has a maximum term of ten (10) years measured from the Grant Date and accordingly expires at the close of business on the Expiration Date, unless sooner terminated in accordance with Section 6.
 
 
 
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4.   Dates of Exercise .  This Option shall vest and become exercisable for the number of Shares subject to this Option in one or more installments as specified in Section 2. As the Option becomes exercisable for such installments, those installments shall accumulate and the Option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of the Option under Section 6. As an administrative matter, the exercisable portion of this Option may only be exercised until the close of the SIX Swiss Exchange (if the Exercise Price per Share of this Option is in Swiss Francs) or the Nasdaq Stock Market (if the Exercise Price per Share of this Option is in dollars) on the last trading day on or before the Expiration Date or earlier date of termination of the Option under Section 6.  Any later attempt to exercise this Option will not be honored.

5.   Leave of Absence. Unless otherwise determined by the Administrator, the following provisions shall apply in the case of an authorized leave of absence by Optionee:

(a)   Subject to Applicable Law and the terms of a written employment agreement, if any, between the Optionee and the Company or a Subsidiary, no additional Shares subject to this Option shall vest and become exercisable after the 120 th day of the leave of absence.  If Applicable Law or the terms of a written employment agreement, if any, between the Optionee and the Company or a Subsidiary provide for a later date upon which vesting may cease, then no additional Shares subject to this Option shall vest and become exercisable upon the earliest date possible under Applicable Law or the employment agreement.

(b)   If vesting has ceased under Section 5(a) and Optionee subsequently returns to active Service, vesting of additional Shares subject to this Option shall resume upon Optionee’s return to active Service.

(c)   In no event shall this Option vest and become exercisable for any additional Shares subject to this Option, and in no event shall this Option remain outstanding, if Optionee does not resume active Service prior to the Expiration Date.
 
6.   Termination of Service .  This Option shall terminate prior to the Expiration Date should any of the following provisions become applicable:
 
(a) If Optionee’s Service terminates for any reason (other than death or Disability) while this Option is outstanding, then Optionee shall have a period of ninety (90) days (starting with the date of termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date.
 
(b) If Optionee’s Service terminates by reason of the Optionee’s death while this Option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option is transferred pursuant to Optionee’s will or in accordance with the laws of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be outstanding, upon the earlier of (A) the expiration of the one (1) year period measured from the date of Optionee’s death or (B) the Expiration Date.
 
(c) If Optionee’s Service terminates by reason of Disability while this Option is outstanding, then Optionee shall have a period of one (1) year (starting with the date of such termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date.
 
 
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(d) Optionee’s date of termination of Service shall mean the date upon which Optionee’s Service terminates or the Optionee ceases active performance of services for the Company or any Subsidiary, regardless of any notice period or period in lieu of notice of termination of employment, whether expressed or implied, and subject to Section 5.  The Administrator shall have the exclusive discretion to determine when the Optionee’s Service terminates or when the Optionee has ceased active performance of services for purposes of this Option Agreement.
 
(e) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of vested Shares for which the Option is exercisable at the time of Optionee’s termination of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Shares for which the Option has not been exercised. However, this Option shall, immediately upon Optionee’s termination of Service for any reason, terminate and cease to be outstanding with respect to any Shares in which Optionee is not otherwise at that time vested or for which this Option is not otherwise at that time exercisable.

(f) If at any time (including after a notice of exercise has been delivered) the Administrator reasonably believes that Optionee has committed an act of misconduct as described in this Section 6(f), the Administrator may suspend the Optionee’s right to exercise this Option, pending a determination of whether an act of misconduct has been committed.  If the Administrator determines that a Participant, other than an independent Director, has committed an act of embezzlement, fraud or breach of fiduciary duty, or if a Participant makes an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries, or induces any customer to breach a contract with the Company or any of its Subsidiaries, then this Option 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 Optionee holds the title of Vice President or above the determination of the Administrator shall be subject to the approval of the Board.
 
7.   Exercise of Option .

(a)  Right to Exercise .  This Option is exercisable during its term in accordance with the Vesting Schedule and the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise .  In order to exercise this Option with respect to all or any part of the Shares subject to this Option for which this Option is at the time exercisable, Optionee (or any other person or persons having the right to and exercising this Option) must take the following actions:

           (i) Deliver to the local stock administrator an exercise notice, which may be by electronic methods if specified by the Company, stating the election to exercise the Option, the number of Shares in respect of which the Option is being exercised and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan, using the form prescribed by Company, as amended from time to time.  However, if Company has designated a brokerage firm to assist with Option exercises, Optionee may provide exercise instructions to the Company-designated brokerage firm.  The Company in its discretion may designate such a broker-assisted exercise as the sole means by which to exercise this Option.

           (ii) Pay the aggregate Exercise Price for the purchased Shares by any of the following, or a combination thereof, at the election of the Optionee:  (a) cash or cash equivalents, (b) check, (c) with the Administrator’s consent, delivery of the Optionee’s promissory note in the amount of the aggregate Exercise Price of the purchased Shares or (d) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan.
 
 
 
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           (iii) Make appropriate arrangements with the Company (or the Subsidiary employing or retaining Optionee) for (a) the satisfaction of all tax withholding requirements applicable to the Option exercise, or (b), subject to Applicable Laws, the payment of an amount to the Company or the Subsidiary equal to the amount of the tax obligations of the Company or of the Subsidiary in connection with the grant, vesting, exercise, purchase or sale of an Award to or by the Optionee under the Plan or in connection with the sale of Shares resulting from the exercise of the Option.

(c)  No Fractional Shares .  In no event may this Option be exercised for any fractional Shares.

                (d)  Share Delivery, Deemed Transfer Date .   As soon as practicable after the exercise date, the Company shall issue or deliver to or on behalf of Optionee (or any other person or persons having the right to and exercising this Option) the purchased Shares.  For income tax purposes the purchased Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such purchased Shares.

8.   Compliance with Applicable Laws; No Company Liability .  No Shares shall be issued or delivered pursuant to the exercise of this Option unless such issuance or delivery and exercise complies with Applicable Laws.  The Company shall not be liable to Optionee or other persons as to: (a) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (b) any tax consequence expected, but not realized, by Optionee or other person due to the receipt or exercise of this Option.

9.   Non-Transferability of Option .  This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution, or, if Company permits, by a written beneficiary designation.  This Option may be exercised during the lifetime of Optionee only by the Optionee.  The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, beneficiaries, successors and assigns of the Optionee.

10.   Taxes.

(a)   The tax consequences to the Optionee as a result of the grant, vesting or exercise of this Option will depend upon the laws of the country in which the Optionee is subject to tax.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER CONCERNING THE GRANT, VESTING AND EXERCISE OF THIS OPTION, AS WELL AS DISPOSITION OF THE SHARES.

(b)   In certain countries, there are payroll withholding requirements on the grant, vesting, exercise, purchase or sale of an Award under the Plan.  If this is required, the Company will withhold for appropriate social and other taxes.  In certain countries, there are also reporting requirements for employees on the grant, vesting, exercise, purchase or sale of an Award under the Plan.  It is the Optionee’s responsibility to make the proper reports.  The Company is not responsible for making reports on the Optionee’s behalf and will not be liable for any loss the Optionee may incur because such reports have not been made.

(c)   If the Optionee is located in the United States, or otherwise subject to U.S. income taxes, this Option is a Nonstatutory Stock Option.
 
 
 
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(d)   In certain countries, there may be tax obligations on the Company or (or the Subsdiary employing or retaining Optionee) in connection with the grant, vesting, exercise, purchase, or sale of an Award to or by the Optionee under the Plan or in connection with the sale of Shares resulting from the exercise of the Option.  If there are such tax obligations, the Optionee agrees to make arrangements satisfactory to the Company or the Subsidiary for the payment of an amount equal to the amount of such tax obligations which, at the sole discretion of the Company, may include (i) having the Company withhold Shares from the settlement of the Option, (ii) the sale of Shares resulting from the exercise of the Option, (iii) reimbursement through payroll deductions or (iv) any other arrangement approved by the Company, in any case, equal in value to the amount necessary to satisfy any such tax obligations. The Company shall not be required to issue or deliver Shares pursuant to this Agreement unless and until such arrangements are made.

11.   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 Shares or other securities which are subject to this Option, and/or the exercise price of this Option, in order to reflect such change and thereby preclude a dilution or enlargement of benefits under this Option.

12.   Entire Agreement; Governing Law . The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter of this Option Agreement and supersede in their entirety all prior undertakings and agreements of the Company and the Optionee with respect to the subject matter of this Option Agreement, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee.  This Option Agreement is governed by the internal substantive laws, but not the choice-of-law rules, of Switzerland (the Company’s jurisdiction of organization).

13.   NO GUARANTEE OF CONTINUED SERVICE .  THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER).  THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH THE OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE OPTIONEE’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

14.   No Entitlement or Claim s for Compensation .

(a)   Optionee’s rights, if any, in respect of or in connection with this Option or any other Award is derived solely from the discretionary decision of the Company to permit Optionee to participate in the Plan and to benefit from a discretionary Award. By accepting this Option, Optionee expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to Optionee. This Option is not intended to be compensation of a continuing or recurring nature, or part of Optionee’s normal or expected compensation, and in no way represents any portion of a Optionee’s salary, compensation, or other remuneration for purposes of calculating any severance, resignation, redundancy or end-of-service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments or for any other purpose.
 
 
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(b)    Optionee shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan, this Option or any outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

(c)   Optionee agrees that the Company may require Options granted hereunder be exercised with, and the purchased Shares held by, a broker designated by the Company. In addition, Optionee agrees that his or her rights hereunder shall be subject to set-off by the Company for any valid debts the Optionee owes to the Company.

15.   Data Privacy .

(a)   Optionee hereby consents to the collection, processing, use and transfer, in electronic or other form, of Optionee’s personal information (the “ Data ”) regarding Optionee’s employment, the nature and amount of Optionee’s compensation and the fact and conditions of Optionee’s participation in the Plan (including Optionee’s name, home address, telephone number, date of birth, social insurance number or other identification number, compensation, nationality and job title, details of all options, shares or other entitlement to securities awarded, canceled, exercised, vested, unvested or outstanding under the Plan or predecessor plans), by and among the Company and one or more its Subsidiaries and Affiliates, for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in calculating the cost of the Plan.

(b)   Optionee further consents to the transfer of the Data to UBS AG and/or its affiliates (“ UBS ”), or to any other third parties assisting in the implementation, administration and management of the Plan, or in calculating the costs of the Plan, including any other third party assisting with the exercise of Options under the Plan or with whom Shares acquired upon exercise of this Option or cash from the sale of such shares may be deposited.  Optionee further consents to the processing, possession, use and transfer of the Data by UBS and such other third parties for the exclusive purpose of implementing, administering and managing Optionee’s participation in the Plan and in calculating the cost of the Plan.

(c)   Optionee understands and agrees that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country may have different data privacy laws and protections than the Optionee’s country, and Optionee consents to the transfer of the Data to such countries.  Furthermore, Optionee acknowledges and understands that the transfer of the Data to the Company or any of its Subsidiaries, or to UBS or any such third parties, is necessary for Optionee’s participation in the Plan.

(d)   Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data or require any necessary amendments to Data  or withdraw the consents herein, in any case without cost, by contacting the Optionee’s local human resources representative in writing.  Optionee further acknowledges that withdrawal of consent may affect Optionee’s ability to exercise or realize benefits from the Option, and Optionee’s ability to participate in the Plan.
 
 
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16.   Repatriation of Profits .  In certain countries, persons employed in those countries are responsible for bringing back into the country the proceeds of any investments abroad that have been received as a result of the exercise of an award under the Plan.  If any foreign exchange control approval, consent or permission is required for the exercise of a purchase right or option under the Plan, the Optionee is responsible for obtaining all such approvals, consents and permissions.  The Company is not responsible for this activity and will not be liable for any loss that the Optionee incurs because such approvals have not been obtained.

17.   Further Instruments .  The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Option Agreement.

           By Optionee’s agreement to this Option Agreement, the Optionee agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Option Agreement.  The Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement.  The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement.

If you do not agree to this Option Agreement within 90 days after the Grant Date set out on the first page of this Option Agreement, this Option will be cancelled and of no effect.
 

 
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EXHIBIT 10.3
 
LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN
 
RESTRICTED STOCK UNIT AGREEMENT
 
(NON-EXECUTIVE BOARD MEMBER PARTICIPANT)
 
           This Restricted Stock Unit Agreement, including any country-specific terms and conditions set forth in the attached Appendix A (collectively, the “ Agreement ”) is between Logitech International S.A., a Swiss company (the “ Company ”), and the Participant named below and is made pursuant to the Logitech International S.A. 2006 Stock Incentive Plan (the “ Plan ”).  To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning given to them in the Plan.  Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms of the Plan shall prevail.
 
           In consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties agree as follows:
 
1.   Grant of Restricted Stock Units .  The Company hereby grants to the Participant named below the number of Restricted Stock Units corresponding to Shares specified below, subject to the terms and conditions of this Agreement and of the Plan, which is incorporated in this Agreement by reference:
 
Participant’s Name:                                                                             
 
Grant Date:                                                                             
 
Vesting Start Date:                                                                             
 
Total Number of Restricted Stock                                                                             
 
Units granted
 
2.   Vesting . The Restricted Stock Units subject to this Award shall vest with respect to 100% of the total Restricted Stock Units subject to this Award upon Participant’s completion of one year of Service measured from the Vesting Start Date.  In no event shall any Restricted Stock Units vest after the Participant’s termination of Service.
 
3.   Settlement of Vested Restricted Stock Units .  The Participant’s vested Restricted Stock Units shall be settled in Shares upon vesting of such Restricted Stock Units, provided that the Company shall have no obligation to issue Shares pursuant to this Agreement unless and until Participant has satisfied any applicable tax and/or other obligations pursuant to Section 8 below and such issuance otherwise complies with Applicable Law.
 
4.   Nature of Restricted Stock Units .  The Restricted Stock Units are mere bookkeeping entries and represent only an unfunded and unsecured obligation of the Company to issue or deliver Shares on a future date.  As a holder of Restricted Stock Units, the Participant has no rights other than the rights of a general creditor of the Company.  The Restricted Stock Units carry neither voting rights nor rights to cash or other dividends.  The Participant has no rights as a shareholder of the Company by virtue of the Restricted Stock Units unless and until the Restricted Stock Units are settled by issuing or delivering Shares.
 
5.   Leave of Absence .  Unless otherwise determined by the Administrator, the following provisions shall apply in the case of an authorized leave of absence by Participant:
 
 
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     (a)   Subject to Applicable Law and the terms of a written employment agreement, if any, between the Participant and the Company or a Subsidiary, no additional Restricted Stock Units subject to this Award shall vest after the 120 th day of the leave of absence.  If Applicable Law or the terms of a written employment agreement, if any, between the Participant and the Company or a Subsidiary provide for a later date upon which vesting may cease, then no additional Restricted Stock Units subject to this Award shall vest upon the earliest date possible under Applicable Law or the employment agreement.
   
     (b)   If vesting has ceased under Section 5(a) and Participant subsequently returns to active Service, vesting of additional Restricted Stock Units subject to this Award shall resume upon Participant’s return to active Service.
   
     (c)   In no event shall this Award vest for any additional Restricted Stock Units subject to this Award, and in no event shall this Award remain outstanding, if Participant does not resume active Service prior to the Expiration Date.

6.   Termination of Service .  If the Participant’s Service terminates for any reason (including by reason of death or Disability) all unvested Restricted Stock Units shall be forfeited effective on the date the Participant’s Service terminates.  The Participant’s date of termination of Service shall mean the date upon which Participant’s Service terminates, regardless of any notice period or period in lieu of notice of termination of employment, whether expressed or implied. The Administrator shall have the exclusive discretion to determine when the Participant’s Service terminates or when the Participant has ceased active performance of services for purposes of this Award.
 
7.   Suspension or Cancellation for Misconduct .  If at any time (including after vesting but before settlement) the Administrator reasonably believes that the Participant has committed an act of misconduct as described in this Section 7, the Administrator may suspend the vesting or settlement of Restricted Stock Units, pending a determination of whether an act of misconduct has been committed.  If the Administrator determines that the Participant, other than an independent Director, has committed an act of embezzlement, fraud or breach of fiduciary duty, or if the Participant makes an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries, or induces any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, then this Agreement shall terminate immediately and cease to be outstanding.  Any determination by the Administrator with respect to the foregoing shall be final, conclusive and binding on all interested parties.  If the Participant holds the title of Vice President or above, the determination of the Administrator shall be subject to the approval of the Company’s Board of Directors.
 
8.   Responsibility for Taxes .
 
(a) Regardless of any action the Company   or the Participant’s employer (the “ Employer ”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer.  The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company   and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
 
 
 
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(b) Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (2) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company   (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued upon vesting/settlement of the Restricted Stock Units.  To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.
 
(c) Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
 
9.   Compliance with Applicable Laws; no Company Liability .  No Shares shall be issued or delivered pursuant to the settlement of the Restricted Stock Units unless such issuance or delivery complies with Applicable Laws.  The Company shall not be liable to the Participant or other persons as to (a) the non-issuance or delivery of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance or delivery of any Shares hereunder and (b) any tax consequence expected, but not realized, by the Participant or other person due to the receipt, vesting or settlement of the Restricted Stock Units.
 
10.   Non-Transferability of Restricted Stock Units .  The Restricted Stock Units and this Agreement may not be transferred in any manner otherwise than by will, by the laws of descent or distribution or, if the Company permits, by a written beneficiary designation.  The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, beneficiaries, successors and assigns of the Participant.
 
11.   No Advice Regarding Grant .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.  The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
 
12.   Nature of Grant .  In accepting the grant, the Participant acknowledges that:
 
(a). the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
 
(b).  t he grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
 
 
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(c).  a ll decisions with respect to future Restricted Stock Units grants, if any, will be at the sole discretion of the Company;
 
(d).  t he Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment relationship at any time;
 
(e).  t he Participant is voluntarily participating in the Plan;
 
(f).  t he 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).  t he Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
 
(h).  t he Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company , the Employer or any Subsidiary or Affiliate of the Company   ;
 
(i).  t he Restricted Stock Units grant and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company   or any Subsidiary or Affiliate of the Company;
 
(j).  t he future value of the underlying Shares is unknown and cannot be predicted with certainty; and
 
(k).  i n consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s Service with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company   and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
 
13.   Data Privacy
 
(a)   The Participant hereby consents to the collection, processing, use and transfer, in electronic or other form, of the Participant’s personal information (the “ Data ”) regarding the Participant’s employment, the nature and amount of the Participant’s compensation and the fact and conditions of the Participant’s participation in the Plan (including the Participant’s name, home address, telephone number, date of birth, social insurance number or other identification number, compensation, nationality and job title, details of all options, shares or other entitlement to securities awarded, canceled, exercised, vested, unvested or outstanding under the Plan or predecessor plans), by and among the Company and one or more its Subsidiaries and Affiliates, for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan and in calculating the cost of the Plan.
 
 
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(b)   The Participant further consents to the transfer of the Data to UBS AG and/or its affiliates (“ UBS ”), or to any other third parties assisting in the implementation, administration and management of the Plan, or in calculating the costs of the Plan, including any other third party assisting with the settlement of Restricted Stock Units under the Plan or with whom Shares acquired upon settlement of the Restricted Stock Units or cash from the sale of such shares may be deposited.  The Participant further consents to the processing, possession, use and transfer of the Data by UBS and such other third parties for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan and in calculating the cost of the Plan.
 
(c) The Participant understands and agrees that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ countries may have different data privacy laws and protections than the Participant’s country, and the Participant consents to the transfer of the Data to such countries.  Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or any of its Subsidiaries, or to UBS or any such third parties, is necessary for the Participant’s participation in the Plan.
 
(d)   The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data or require any necessary amendments to Data or withdraw the consents herein, in any case without cost, by contacting the Participant’s local human resources representative in writing.  The Participant further acknowledges that withdrawal of consent may affect the Participant’s ability to exercise or realize benefits from the Restricted Stock Units, and the Participant’s ability to participate in the Plan.
 
14.   Exchange Control Acknowledgement .  Local foreign exchange laws may affect the grant of the Restricted Stock Units, the sale of Shares received in connection with the Restricted Stock Units and/or the receipt of dividends or dividend equivalents (if any).  Such laws may affect the Participant’s ability to hold funds outside of the Participant’s country and may require the repatriation of any cash, dividends or dividend equivalents received in connection with the Restricted Stock Units.  The Participant is responsible for satisfying any exchange control requirements that may be necessary in connection with such events.  Neither the Company nor any of its Subsidiaries or Affiliates will be responsible for such requirements or liable for the failure on the Participant’s part to satisfy or abide by the requirements that are the Participant’s responsibility.  Neither this nor anything in this Agreement constitutes legal or tax advice upon which the Participant should rely.  The Participant should consult with his or her own personal legal and tax advisers to ensure compliance with local laws.
 
15.   Adjustments Upon Changes in Capitalization .  In the event of a declaration of a stock dividend, a stock split, combination or reclassification of shares, extraordinary dividend of cash and/or assets, recapitalization, reorganization or any similar event affecting the Shares or other securities of the Company, the Administrator shall equitably adjust the number and kind of Restricted Stock Units or other securities which are subject to this Agreement, in order to reflect such change and thereby preclude a dilution or enlargement of benefits under this Agreement.
 
16.   Entire Agreement; Governing Law .  The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter of this Agreement.  This Agreement is governed by the internal substantive laws, but not the choice of law rules of Switzerland (the Company’s jurisdiction of organization).
 
17.   Language .  If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
 
 
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18.   Electronic Delivery .  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
 
19.   Severability .  The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
 
20.   Appendix .  Notwithstanding any provisions in this Agreement, the Restricted Stock Units grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Participant’s country.  Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.  The Appendix constitutes part of this Agreement.
 
21.   Imposition of Other Requirements .   The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
 
*   *   *
By the Participant’s signature below, the Participant agrees that the Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Agreement.  The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and Agreement.  The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Agreement.
 

PARTICIPANT:
 
THE COMPANY:
     
Signature
 
By
   
 
Chairman
Print Name
 
Title
     
   
By
   
 
CEO
   
Title
 
 

 

 

 
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APPENDIX A
 
ADDITIONAL TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT AGREEMENT

 
None.
 


 
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EXHIBIT 10.4
 
LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN
 
RESTRICTED STOCK UNIT AGREEMENT
 
(EXECUTIVE PARTICIPANT)
 
           This Restricted Stock Unit Agreement, including any country-specific terms and conditions set forth in the attached Appendix A (collectively, the “ Agreement ”) is between Logitech International S.A., a Swiss company (the “ Company ”), and the Participant named below and is made pursuant to the Logitech International S.A. 2006 Stock Incentive Plan (the “ Plan ”).  To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning given to them in the Plan.  Subject to Section 20(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms of the Plan shall prevail.
 
           In consideration of the mutual agreements herein contained and intending to be legally bound hereby, the parties agree as follows:
 
1. G rant of Restricted Stock Units .  The Company hereby grants to the Participant named below the number of Restricted Stock Units corresponding to Shares specified below, subject to the terms and conditions of this Agreement and of the Plan, which is incorporated in this Agreement by reference:
 
Participant’s Name:                                                                             
 
Grant Date:                                                                             
 
Total Number of Restricted Stock                                                                             
 
Units granted
 
2.   Vesting . The Restricted Stock Units subject to this Award shall vest with respect to 25% of the total Restricted Stock Units subject to this Award upon Participant’s completion of each year of Service measured from the Grant Date, until all Restricted Stock Units subject to this Award are vested in full.  In no event shall any Restricted Stock Units vest after the Participant’s termination of Service.
 
3. C hange in Control .
 
(a)            Acceleration of Vesting .  All Restricted Stock Units subject to this Award shall immediately vest if (i) the Company is subject to a Change in Control before a Separation from Service occurs and (ii) within 12 months after such Change in Control a Separation from Service occurs because (A) the Participant’s Service is terminated by the Company without Cause or (B) the Participant resigns for Good Reason.
 
(b)            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.
 
 
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(c)            Definitions .  The following definitions shall apply for purposes of this Section 3:
 
(i)   Cause .  The term “Cause” shall mean (A) any act of personal dishonesty taken by the Participant in connection with his or her responsibilities as a Participant that is intended to result in substantial personal enrichment of the Participant, (B) the Participant’s conviction of a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (C) a willful act by the Participant that constitutes misconduct and is injurious to the Company or (D) continued willful violations by the Participant of the Participant’s obligations to the Company after there has been delivered to the Participant a written demand for performance from the Company that describes the basis for the Company’s belief that the Participant has not substantially performed his or her duties.
 
(ii)   Change in Control .  The term “Change in Control” shall mean the occurrence of any of the following events:
 
(A) A merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
 
    (B)     The complete liquidation of the Company;
 
    (C)     The sale or other disposition by the Company of all or substantially all of the Company’s assets; or
 
(D)     Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”)) becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities.
 
(iii)   Good Reason .  The term “Good Reason” shall mean (A) a substantial reduction of the facilities and perquisites (including office space and location) available to the Participant immediately prior to such reduction, without the Participant’s express written consent and without good business reasons, (B) a material reduction of the Participant’s base salary, (C) a material reduction in the kind or level of Participant benefits to which the Participant is entitled immediately prior to such reduction, with the result that the Participant’s overall benefits package is significantly reduced, (D) the relocation of the Participant to a facility or location more than 30 miles from his or her current location, without the Participant’s express written consent, or (E) the Company’s failure to obtain the assumption by any successor of the Company of the Change of Control Severance Agreement between the Participant, the Company and Logitech Inc.  Clause (C) above shall not apply in the event of any reduction of the amount of the bonus actually paid but shall apply in the event of a material reduction of the target bonus or bonus opportunity.  A condition shall not be considered “Good Reason” unless the Participant gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving the Participant’s written notice.
 
 
 
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(iv)   Separation from Service .  The term “Separation from Service” shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code.
 
4.   Settlement of Vested Restricted Stock Units .  The Participant’s vested Restricted Stock Units shall be settled in Shares upon vesting of such Restricted Stock Units, provided that the Company shall have no obligation to issue Shares pursuant to this Agreement unless and until Participant has satisfied any applicable tax and/or other obligations pursuant to Section 9 below and such issuance otherwise complies with Applicable Law.
 
5.   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.
 
6.   Leave of Absence .  Unless otherwise determined by the Administrator, the following provisions shall apply in the case of an authorized leave of absence by Participant:
 
(a)   Subject to Applicable Law and the terms of a written employment agreement, if any, between the Participant and the Company or a Subsidiary, no additional Restricted Stock Units subject to this Award shall vest after the 120 th day of the leave of absence.  If Applicable Law or the terms of a written employment agreement, if any, between the Participant and the Company or a Subsidiary provide for a later date upon which vesting may cease, then no additional Restricted Stock Units subject to this Award shall vest upon the earliest date possible under Applicable Law or the employment agreement.

(b)   If vesting has ceased under Section 6(a) and Participant subsequently returns to active Service, vesting of additional Restricted Stock Units subject to this Award shall resume upon Participant’s return to active Service.

(c)   In no event shall this Award vest for any additional Restricted Stock Units subject to this Award, and in no event shall this Award remain outstanding, if Participant does not resume active Service prior to the Expiration Date.

7.   Termination of Service .  If the Participant’s Service terminates for any reason (including by reason of death or Disability) all unvested Restricted Stock Units shall be forfeited effective on the date the Participant’s Service terminates.  However, if the Participant’s Service terminates as a result of a Separation from Service that causes the acceleration of the vesting of the Restricted Stock Units under Section 3(a), the Restricted Stock Units shall not be forfeited.   The Participant’s date of termination of Service shall mean the date upon which Participant’s Service terminates, regardless of any notice period or period in lieu of notice of termination of employment, whether expressed or implied. The Administrator shall have the exclusive discretion to determine when the Participant’s Service terminates or when the Participant has ceased active performance of services for purposes of this Award.
 
 
 
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8.   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 8, the Administrator may suspend the vesting or settlement of Restricted Stock Units, pending a determination of whether an act of misconduct has been committed.  If the Administrator determines that the Participant, other than an independent Director, has committed an act of embezzlement, fraud or breach of fiduciary duty, or if the Participant makes an unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries, or induces any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, then this Agreement shall terminate immediately and cease to be outstanding.  Any determination by the Administrator with respect to the foregoing shall be final, conclusive and binding on all interested parties.  If the Participant holds the title of Vice President or above, the determination of the Administrator shall be subject to the approval of the Company’s Board of Directors.
 
9.   Responsibility for Taxes .
 
(a)           Regardless of any action the Company   or the Participant’s employer (the “ Employer ”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer.  The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the issuance of Shares upon settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.  Further, if the Participant has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Participant acknowledges that the Company   and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
 
(b)           Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:  (1) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or (2) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company   (on the Participant’s behalf pursuant to this authorization); or (3) withholding in Shares to be issued upon vesting/settlement of the Restricted Stock Units.  To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.
 
(c)           Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.  The Company may refuse to issue or deliver the shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
 
 
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10.   Compliance with Applicable Laws; no Company Liability .  No Shares shall be issued or delivered pursuant to the settlement of the Restricted Stock Units unless such issuance or delivery complies with Applicable Laws.  The Company shall not be liable to the Participant or other persons as to (a) the non-issuance or delivery of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance or delivery of any Shares hereunder and (b) any tax consequence expected, but not realized, by the Participant or other person due to the receipt, vesting or settlement of the Restricted Stock Units.
 
11.   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.
 
12.   No Advice Regarding Grant .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.  The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
 
13.   Nature of Grant .  In accepting the grant, the Participant acknowledges that:
 
(a)   t he Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
 
(b)   the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;
 
(c)   all decisions with respect to future Restricted Stock Units grants, if any, will be at the sole discretion of the Company;
 
(d)   the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s employment relationship at any time;
 
(e)         t he 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;
 
 
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(h)   the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company , the Employer or any Subsidiary or Affiliate of the Company   ;
 
(i)   the Restricted Stock Units grant and the Participant’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company   or any Subsidiary or Affiliate of the Company;
 
(j)   the future value of the underlying Shares is unknown and cannot be predicted with certainty; and
 
(k)   in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of the Participant’s Service with the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company   and the Employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim.
 
14.   Data Privacy .
 
(a)                         The Participant hereby consents to the collection, processing, use and transfer, in electronic or other form, of the Participant’s personal information (the “ Data ”) regarding the Participant’s employment, the nature and amount of the Participant’s compensation and the fact and conditions of the Participant’s participation in the Plan (including the Participant’s name, home address, telephone number, date of birth, social insurance number or other identification number, compensation, nationality and job title, details of all options, shares or other entitlement to securities awarded, canceled, exercised, vested, unvested or outstanding under the Plan or predecessor plans), by and among the Company and one or more its Subsidiaries and Affiliates, for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan and in calculating the cost of the Plan.
 
(b)         The Participant further consents to the transfer of the Data to UBS AG and/or its affiliates (“ UBS ”), or to any other third parties assisting in the implementation, administration and management of the Plan, or in calculating the costs of the Plan, including any other third party assisting with the settlement of Restricted Stock Units under the Plan or with whom Shares acquired upon settlement of the Restricted Stock Units or cash from the sale of such shares may be deposited.  The Participant further consents to the processing, possession, use and transfer of the Data by UBS and such other third parties for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan and in calculating the cost of the Plan.
 
(c)                         The Participant understands and agrees that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ countries may have different data privacy laws and protections than the Participant’s country, and the Participant consents to the transfer of the Data to such countries.  Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or any of its Subsidiaries, or to UBS or any such third parties, is necessary for the Participant’s participation in the Plan.
 
 
 
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(d)       The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data or require any necessary amendments to Data or withdraw the consents herein, in any case without cost, by contacting the Participant’s local human resources representative in writing.  The Participant further acknowledges that withdrawal of consent may affect the Participant’s ability to exercise or realize benefits from the Restricted Stock Units, and the Participant’s ability to participate in the Plan.
 
15.   Exchange Control Acknowledgement .  Local foreign exchange laws may affect the grant of the Restricted Stock Units, the sale of Shares received in connection with the Restricted Stock Units and/or the receipt of dividends or dividend equivalents (if any).  Such laws may affect the Participant’s ability to hold funds outside of the Participant’s country and may require the repatriation of any cash, dividends or dividend equivalents received in connection with the Restricted Stock Units.  The Participant is responsible for satisfying any exchange control requirements that may be necessary in connection with such events.  Neither the Company nor any of its Subsidiaries or Affiliates will be responsible for such requirements or liable for the failure on the Participant’s part to satisfy or abide by the requirements that are the Participant’s responsibility.  Neither this nor anything in this Agreement constitutes legal or tax advice upon which the Participant should rely.  The Participant should consult with his or her own personal legal and tax advisers to ensure compliance with local laws.
 
16.   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.
 
17.   Entire Agreement; Governing Law .  The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter of this Agreement.  This Agreement is governed by the internal substantive laws, but not the choice of law rules of Switzerland (the Company’s jurisdiction of organization).
 
18.   Language .  If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
 
19.   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.
 
20.   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.
 
21.   Appendix .  Notwithstanding any provisions in this Agreement, the Restricted Stock Units grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for the Participant’s country.  Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.  The Appendix constitutes part of this Agreement.
 
 
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22.   Imposition of Other Requirements .   The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
 
*   *   *

           By the Participant’s 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.
 
If you do not agree to this Agreement within 90 days after the Grant Date set out on the first page of this Agreement, the Restricted Stock Units will be cancelled and of no effect.
 

 

 
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LOGITECH INTERNATIONAL S.A. 2006 STOCK INCENTIVE PLAN
APPENDIX A
ADDITIONAL TERMS AND CONDITIONS OF
RESTRICTED STOCK 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 reside in one of the countries listed below.  Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.

The information is based on the securities, exchange control and other laws in effect in the respective countries as of June 2009.  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 currently working, the information contained herein may not be applicable to the Participant.


UNITED STATES

There are no country specific provisions.



 
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EXHIBIT 10.5

LOGITECH INTERNATIONAL S.A.

Compensation Terms for Non-Executive Board Members for September 2009 – September 2010 Board Year

Set out below is a summary of the compensation to be paid to non-executive members of the Logitech Board of Directors for the period beginning September 2, 2009 continuing until the date of the Logitech Annual General Meeting of Shareholders (“AGM”) in September 2010.

·  
An annual retainer of CHF 40,000 paid at the time of the 2010 AGM for participation by the Board member during the preceding year.

·  
A meeting attendance fee of CHF 2,500 for each Board and Board committee meeting attended, paid at the time of the 2010 AGM for participation by the Board member during the preceding year.

·  
Compensation, paid annually in arrears, for the number of travel days, or part of a travel day, spent traveling to attend Board and committee meetings, at the rate of CHF 2,500 per day or part of a day of travel.  Board members will not be compensated for any travel that occurs on the day of the Board or the Committee meetings in addition to the compensation they already receive for attendance at those meetings.

·  
An additional annual retainer of CHF 15,000 paid at the time of the 2010 AGM to the chair of the audit committee for services as chair during the preceding year.

·  
An additional annual retainer of CHF 15,000 to the lead independent director paid at the time of the 2010 AGM for services as lead independent director during the preceding year.

·  
An additional annual retainer of CHF 10,000 paid at the time of the 2010 AGM to the chair of the compensation committee for services as chair during the preceding year.

·  
A grant of 6,000 Restricted Stock Units for 6,000 shares, to be granted before the date of the 2009 Annual General Meeting, subject to adjustment for any stock-splits.  The Restricted Stock Units will vest in one increment on the one-year anniversary of the date of grant.

·  
A grant of an additional 1,000 Restricted Stock Units to each of the Directors standing for re-election at the September 1, 2009 Annual General Meeting, such Restricted Stock Units to vest in one increment on the one-year anniversary of the date of grant.

·  
Reimbursement of reasonable expenses for non-local travel (business class).

·  
Non-executive Board members may elect to receive their Board fees in shares, net of withholdings.  Any such shares are to be issued under the 2006 Stock Incentive Plan.  The acquisition price per share shall be determined based on the closing price of Logitech shares on the date of purchase.


 
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EXHIBIT 10.14.1
 
Logitech International S.A.
 
Executive Officer Base Salary, Duties and Authority under Form of Employment Agreements dated December 3, 2008
 
The following information is provided as a supplement to Exhibit 10.14 to Logitech’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009, and lists the base salary, duties and authority of each of the executive officers named below as of December 3, 2008, the date of their form of employment agreements filed as Exhibit 10.14.
 
Name
Position
 
Base Salary
Duties and Authority
Mark J. Hawkins
 
Former Senior Vice President, Finance and Information Technology, and Chief Financial Officer
$ 460,000
·   CFO, Senior Vice President, Finance and IT of Logitech, with primary responsibility for the supervision of the financial aspects of Logitech’s investments in its subsidiaries.
·   Such other duties and responsibilities as may be determined from time to time by the Logitech Board.
Junien Labrousse
Executive Vice President, Products
 
$ 680,000
·   Executive Vice President, Products
·   Such other duties and responsibilities as may be determined from time to time by the Logitech Board.
David Henry
Senior Vice President, Customer Experience and Chief Marketing Officer
$ 460,000
·   Senior Vice President, Customer Experience and Chief Marketing Officer
·   Such other duties and responsibilities as may be determined from time to time by the Logitech Board.
L. Joseph Sullivan
Senior Vice President, Worldwide Operations
$ 340,000
·   Senior Vice President, Worldwide Operations
·   Such other duties and responsibilities as may be determined from time to time by the Logitech Board.

Mr. Hawkins’ service with Logitech terminated April 24, 2009.


 
 
Exhibit 31.1

CERTIFICATIONS
 
I, Gerald P. Quindlen, 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(s) 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(s) 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 function):
 
 
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.

 
 
November 4, 2009


 
/s/ Gerald P. Quindlen
 
Gerald P. Quindlen
 
Chief Executive Officer



 
 
Exhibit 31.2

CERTIFICATIONS
 
I, Erik K. Bardman, 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(s) 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(s) 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 function):
 
 
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.

 
 
November 4, 2009


 
/s/ Erik K. Bardman
 
Erik K. Bardman
 
Senior Vice President of Finance and Chief Financial Officer
 



 
 
Exhibit 32.1


SECTION 1350 CERTIFICATIONS OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
 
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.
 
Gerald P. Quindlen, the Chief Executive Officer of the Company, and Erik K. Bardman, the 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.
 

 
November 4, 2009
 



 
/s/ Gerald P. Quindlen
 
Gerald P. Quindlen
 
Chief Executive Officer
 
  

 
/s/ Erik K. Bardman
 
Erik K. Bardman
 
Senior Vice President of Finance and Chief Financial Officer