LOGI » Topics » De Luca Change of Control Agreement

This excerpt taken from the LOGI DEF 14A filed Jul 29, 2008.

De Luca Change of Control Agreement

     The Change of Control Agreement with Guerrino De Luca, our Chairman, entered into in January 2008, after he became Chairman of the Board of the Company, is the same as for the other executive officers, except that only those stock options granted by the Company to him before January 28, 2008, while he was serving as CEO, are subject to acceleration under the Agreement. Options granted to him after January 28, 2008 are not subject to acceleration. This term of Mr. De Luca’s Change of Control Agreement is different than the similar agreements for other executives because the Compensation Committee considered that the retention value of his Change of Control Agreement, which in the case of Mr. De Luca lies primarily in the accelerated vesting of otherwise unvested options, should decline over time as Mr. De Luca was further in time away from serving as Chief Executive Officer. No severance payments are payable to Mr. De Luca in the event of his involuntary termination with or without cause other than after a change of control.

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