exhibit10-1.htm


    

      
        

      

    

    
 

    


    SEPARATION AGREEMENT AND RELEASE

    


    This
Separation Agreement and Release (“Agreement”) is made by and between Vicki
Marion (“Employee”) and Plantronics, Inc. (the “Company”) (collectively referred
to as the “Parties” or individually referred to as a “Party”).

    


    RECITALS

    


    WHEREAS,
Employee was employed by the Company;

    


    WHEREAS,
Employee signed an Employment Agreement with the Company on
October 3, 2007 (the “Confidentiality Agreement”);

     

    WHEREAS,
the Company and Employee have entered into Plantronics, Inc. Stock Option
Agreements with grant dates of October 3, 2007, May 2, 2008, October 27, 2008
and May 8, 2009, granting Employee the option to purchase shares of the
Company’s common stock subject to the terms and conditions of the Company’s 2003
Stock Plan and the Stock Option Agreements (collectively the “Stock
Agreements”);

    


    WHEREAS,
the Company and Employee have entered into Plantronics, Inc. Amended and
Restated 2003 Stock Plan Restricted Stock Award Agreements, with grant dates of
October 3, 2007 and October 27, 2008, granting Employee the right to purchase
shares of the Company’s common stock subject to the terms and conditions of the
Company’s 2003 Stock Plan and the Restricted Stock Purchase Agreements
(collectively the “Stock Agreements”), and further subject to the Company’s
option to repurchase the restricted stock, as set forth in the Restricted Stock
Purchase Agreements (the “Repurchase Option”);

    


    WHEREAS,
Employee was President and CEO of Altec Lansing, a division of the
Company;

    


    WHEREAS,
the Company sold Altec Lansing, on or about December 1, 2009;

    


    WHEREAS,
as of the closing of the sale, Employee resigned to continue as President and
CEO of Altec Lansing, LLC;

    


    WHEREAS,
the resignation of  Employee was by mutual agreement and was
specifically not a resignation for Good Reason as that term is defined in the
Plantronics, Inc. Change of Control Severance Agreement effective November 25,
2008 between Employee and the Company;

    


    WHEREAS,
Employee separated from employment with the Company effective December 1, 2009
(the “Separation Date”); and

    


    WHEREAS,
Employee is entitled to revoke this Agreement with regard to benefits provided
under the Older Workers Benefits Protection Act for up to seven (7) calendar
days after signature by the Employee. On the eighth day after the Employee signs
an Agreement in a form acceptable to Company, the Agreement shall be
irrevocable.

    


    WHEREAS,
the Parties wish to resolve any and all disputes, claims, complaints,
grievances, charges, actions, petitions, and demands that the Employee may have
against the Company and any of the Releasees as defined below, including, but
not limited to, any and all claims arising out of or in any way related to
Employee’s employment with or separation from the Company;

    


    NOW,
THEREFORE, in consideration of the mutual promises made herein, the Company and
Employee hereby agree as follows:

    


    


    


    


    COVENANTS

    


    1.   Consideration.

    


    a.           Payment.  The
Company agrees to pay Employee a lump sum of seven thousand five hundred dollars
($7,500) less applicable withholding within three (3) business days after this
Agreement becomes irrevocable.

    


    b.           Bonuses. Prior to her separation from the Company, the Employee
was a participant in the Plantronics Executive Incentive Program and a program
called the Vicki Marion “Turn Around” Incentive Plan. These bonus plans both
require Employee to be employed by the Company on the date that payout under
both of these bonus programs was to occur.
The
parties agree that if a bonus is earned under either bonus program in accord
with that program’s respective criteria, Employee will be paid pro rata all
bonuses earned through her Separation Date as compared to full year
participation in accordance with the terms of each respective bonus program in
which Employee participates except that the Employee need not remain an Employee
of the Company on either the last day of the fiscal year or the date that the
Company pays out the bonuses to qualify for the foregoing pro rata payout.
Measurement of bonuses will occur at their ordinary time for all Employees who
participate in the bonus program. All such applicable bonus determinations and
payouts, if any, will be made by June 15, 2010. If no bonus payment will be made
under a program, Employee will be notified or may request a determination by
June 15, 2010.

    


    2.   Stock.

    


    a.           Options. The Parties
agree that for purposes of determining the number of shares of the Company’s
common stock that Employee is entitled to purchase from the Company, pursuant to
the exercise of outstanding options, all vesting of options to purchase Company
stock that are not vested by the Separation Date shall be accelerated to vest on
the date that this Agreement becomes irrevocable and that as of that date
Employee will be considered to have vested in the options to purchase all shares
set forth on Exhibit A and that number equals seventy-five thousand (75,000)
shares and no more.  The exercise of Employee’s vested options and
shares shall continue to be governed by the terms and conditions of the
Company’s Stock Agreements. Employee shall not be subject to any Company imposed
blackout periods in which she is unable to exercise or trade Plantronics stock
unless she again becomes an employee of the Company.

    


    b.           Restricted
Stock.  The Parties agree that for purposes of determining the
number of shares of the Company’s common stock that have been released from the
Company’s Repurchase Option under the Stock Agreements, the Employee shall be
considered to have vested in, and the Company’s Repurchase Option shall be
considered to have been terminated as to, fifteen thousand (15,000)
shares  pursuant to the Restricted Stock Purchase Agreement and as set
forth on Exhibit B. All shares listed on Exhibit B, that  have not
vested as of the Employee’s Separation Date from the Company shall be
accelerated on the date that this Agreement becomes irrevocable and taxes on
those shares will be owed immediately after vesting occurs.  All
shares listed on Exhibit B, including those no longer subject to the Repurchase
Option, shall continue to be subject to all other terms of the Stock
Agreements.

    


    3.   Benefits.  Employee’s
health insurance benefits shall cease as of December 31, 2009, subject to
Employee’s right to continue her health insurance under COBRA. Except as
expressly set forth in this Agreement, Employee’s participation in all benefits
and incidents of employment, including, but not limited to, vesting in stock
options, and the continuing accrual of bonuses, vacation, and paid time off,
ceased as of the Separation Date.

    


    4.   Payment of Salary and
Receipt of All Benefits.  Employee acknowledges and represents
that, other than the consideration set forth in this Agreement, the Company has
paid or provided all salary, wages, bonuses for years prior to the Company’s
fiscal year 2010 accrued vacation/paid time off, premiums, leaves, housing
allowances, relocation costs, interest, severance, outplacement costs, fees,
reimbursable expenses, commissions, stock, stock options, vesting, and any and
all other benefits and compensation due to Employee. The parties agree that
bonuses for the Company’s fiscal year 2010 and a final determination of the
Vicki Marion “Turn Around” Incentive Plan are exempt from the representations in
this section and will be handled in accordance with section 1 b. of this
Agreement.

    


    5.           Resignation.  The
Company shall process the termination of Employee’s employment as a resignation,
and shall represent that Employee resigned from her employment to any potential
future employer who contacts the Company’s human resources department and
requests confirmation of this information.

    


    6.           Release of
Claims.  Employee agrees that the foregoing consideration
represents settlement in full of all outstanding obligations (except for those
expressly addressed in this Agreement as remaining outstanding) owed to Employee
by the Company  and its current and former officers, directors,
employees, agents, investors, attorneys, shareholders, administrators,
affiliates, benefit plans, plan administrators, insurers, trustees, divisions,
and subsidiaries, and predecessor and successor corporations and assigns
(collectively, the “Releasees”).  Employee, on her own behalf and on
behalf of her respective heirs, family members, executors, agents, and assigns,
hereby and forever releases the Releasees from, and agrees not to sue
concerning, or in any manner to institute, prosecute, or pursue, any claim,
complaint, charge, duty, obligation, demand, or cause of action relating to any
matters of any kind, whether presently known or unknown, suspected or
unsuspected, that Employee may possess against any of the Releasees arising from
any omissions, acts, facts, or damages that have occurred up until and including
the Effective Date of this Agreement, including, without
limitation:

    


    a.           any
and all claims relating to or arising from Employee’s employment relationship
with the Company and the termination of that relationship;

    


    b.           any
and all claims relating to, or arising from, Employee’s right to purchase, or
actual purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under
any state or federal law;

    


    c.           any
and all claims for wrongful discharge of employment; termination in violation of
public policy; discrimination; harassment; retaliation; breach of contract, both
express and implied; breach of covenant of good faith and fair dealing, both
express and implied; promissory estoppel; negligent or intentional infliction of
emotional distress; fraud; negligent or intentional misrepresentation; negligent
or intentional interference with contract or prospective economic advantage;
unfair business practices; defamation; libel; slander; negligence; personal
injury; assault; battery; invasion of privacy; false imprisonment; conversion;
and disability benefits;

    


    d.           any
and all claims for violation of any federal, state, or municipal statute,
including, but not limited to, Title VII of the Civil Rights Act of 1964;
the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with
Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the
Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the
Older Workers Benefit Protection Act; the Employee Retirement
Income Security Act of 1974; the Worker Adjustment and Retraining Notification
Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the
California Family Rights Act; the California Labor Code; the California Workers’
Compensation Act; and the California Fair Employment and Housing
Act;

     

    e.           any
and all claims for violation of the federal or any state
constitution;

    


    f.           any
and all claims arising out of any other laws and regulations relating to
employment or employment discrimination;

    


    g.           any
claim for any loss, cost, damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds received by
Employee as a result of this Agreement; and

    


    h.           any
and all claims for attorneys’ fees and costs.

    


    Notwithstanding
the foregoing, the parties agree that the Company will provide indemnification
to Employee for any third party claims made against the Employee from
occurrences that arose during Employee’s period as an employee of the
Company.  The terms of the indemnification shall be the same as were
provided when Employee was employed by the Company. Further, notwithstanding the
foregoing, to the extent that Directors and Officers Liability insurance covers
Employee, it is not released herein and will be provided.

    


    Further,
notwithstanding the foregoing, the Company acknowledges that Employee has vested
in 42,430 non-qualified stock options and 6,250 shares of restricted stock of
the Company for which the Company repurchase right was removed prior to the
acceleration of equity referenced above and the Company will not contest the
status of those shares as being vested and the Company’s repurchase right as
being removed. Further, notwithstanding the foregoing, Employee has a vested 401
K plan account with the Company and the Employee has full ownership of that
account. Claims regarding the vested stock options and restricted stock for
which the repurchase rights are removed are carved out of the release provided
in this section.

    


    Employee
agrees that the release set forth in this section shall be and remain in effect
in all respects as a complete general release as to the matters
released.  This release does not extend to any obligations incurred
under this Agreement.  This release does not release claims that
cannot be released as a matter of law, including, but not limited to, Employee’s
right to file a charge with or participate in a charge by the Equal Employment
Opportunity Commission, or any other local, state, or federal administrative
body or government agency that is authorized to enforce or administer laws
related to employment, against the Company (with the understanding that any such
filing or participation does not give Employee the right to recover any monetary
damages against the Company; Employee’s release of claims herein bars Employee
from recovering such monetary relief from the Company).  Employee
represents that she has made no assignment or transfer of any right, claim,
complaint, charge, duty, obligation, demand, cause of action, or other matter
waived or released by this Section.

    


    7.           Acknowledgment of Waiver of
Claims under ADEA.  Employee
acknowledges that she is waiving and releasing any rights she may have under the
Age Discrimination in Employment Act of 1967 ("ADEA"), and that this waiver and
release is knowing and voluntary.  Employee agrees that this waiver
and release does not apply to any rights or claims that may arise under the ADEA
after the Effective Date of this Agreement.  Employee acknowledges
that the consideration given for this waiver and release is in addition to
anything of value to which Employee was already entitled.  Employee
further acknowledges that she has been advised by this writing that: (a) she
should consult with an attorney prior to executing
this Agreement; (b) she has twenty-one (21) days within which to consider this
Agreement; (c) she has seven (7) days following her execution of this Agreement
to revoke this Agreement; (d) this Agreement shall not be effective until after
the revocation period has expired; and (e) nothing in this Agreement prevents or
precludes Employee from challenging or seeking a determination in good faith of
the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties, or costs for doing so, unless specifically authorized by
federal law.  In the event Employee signs this Agreement and returns
it to the Company in less than the 21-day period identified above, Employee
hereby acknowledges that she has freely and voluntarily chosen to waive the time
period allotted for considering this Agreement. The parties agree that changes,
whether material or immaterial, do not restart the running of the 21-day
period.

    


    Employee
acknowledges and understands that revocation must be accomplished by a written
notification to Rich Pickard at rich.pickard@plantronics.com
or by fax at 831-426-2965 that is received prior to the Effective
Date.

    


    8.           California Civil Code
Section 1542.  Employee acknowledges that she has been advised
to consult with legal counsel and is familiar with the provisions of California
Civil Code Section 1542, a statute that otherwise prohibits the release of
unknown claims, which provides as follows:

    


    A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.

    


    Employee,
being aware of said code section, agrees to expressly waive any rights she may
have thereunder, as well as under any other statute or common law principles of
similar effect.

    


    9.           No Pending or Future
Lawsuits.  Employee  represents that she has no
lawsuits, claims, or actions pending in her name, or on behalf of any other
person or entity, against the Company or any of the other Releasees. Employee
also represents that she does not intend to bring any claims on her own behalf
or on behalf of any other person or entity against the Company or any of the
other Releasees. Company represents that it has no lawsuits, claims or actions
pending in its name or on behalf of any other person or entity against the
Employee.

    


    10.           Confidentiality.  Employee
agrees to maintain in complete confidence the existence of this Agreement, the
contents and terms of this Agreement, and the consideration for this Agreement
(hereinafter collectively referred to as “Separation
Information”).  Except as required by law, Employee may disclose
Separation Information only to her immediate family members, the Court in any
proceedings to enforce the terms of this Agreement, Employee’s attorney(s), and
Employee’s accountant and any professional tax advisor to the extent that they
need to know the Separation Information in order to provide advice on tax
treatment or to prepare tax returns, and must prevent disclosure of any
Separation Information to all other third parties.  Employee agrees
that she will not publicize, directly or indirectly, any Separation Information.
Company agrees to maintain in complete confidence the existence of this
Agreement, and the Separation Information. Except as required by law, Company
may disclose Separation Information to those who have a need to know this
information such as members of the Company’s Finance Department, Legal
Department, Human Resources Department, CEO, CFO, outside counsel, outside
auditors. Either party may disclose the Separation Information to the extent
that it is required to do so to comply with law.

    


    11.           Trade Secrets and
Confidential Information/Company Property.  Employee reaffirms
and agrees to observe and abide by the terms of the Confidentiality Agreement,
specifically including the provisions therein regarding nondisclosure of the
Company’s trade secrets and confidential and proprietary information, and
non-solicitation of Company employees.  Employee agrees that she will
not disclose the Company’s trade secrets and confidential and proprietary
information.

     
 

    12.           No
Cooperation.  Employee agrees that except for Prophet Equity
and Altec Lasnsing LLC or its affiliates, she will not knowingly encourage,
counsel, or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against any of the Releasees, unless under a
subpoena or other court order to do so or as related directly to the ADEA waiver
in this Agreement.  Employee agrees both to immediately notify the
Company upon receipt of any such subpoena or court order, and to furnish, within
three (3) business days of its receipt, a copy of such subpoena or other court
order.  If approached by anyone for counsel or assistance in the
presentation or prosecution of any disputes, differences, grievances, claims,
charges, or complaints against any of the Releasees, Employee shall state no
more than that she cannot provide counsel or assistance.

    


    Nondisparagement.  Employee
agrees to refrain from any disparagement, defamation, libel, or slander of any
of the Releasees, and agrees to refrain from any tortious interference with the
contracts and relationships of any of the Releasees.  Employee shall
direct any inquiries by potential future employers to the Company’s human
resources department, which shall use its best efforts to provide only the
Employee’s last position and dates of employment.

     

         
13.           Breach.  In
addition to the rights provided in the “Attorneys’ Fees” section below, Employee
acknowledges and agrees that any material breach of this Agreement, unless such
breach constitutes a legal action by Employee challenging or seeking a
determination in good faith of the validity of the waiver herein under the ADEA,
or of any provision of the Confidentiality Agreement shall entitle the Company
immediately to recover and/or cease providing the consideration provided to
Employee under this Agreement and to obtain damages, except as provided by
law.

    


    14.           No Admission of
Liability.  Employee understands and acknowledges that this
Agreement constitutes a compromise and settlement of any and all actual or
potential disputed claims by Employee.  No action taken by the Company
hereto, either previously or in connection with this Agreement, shall be deemed
or construed to be (a) an admission of the truth or falsity of any actual
or potential claims or (b) an acknowledgment or admission by the Company of
any fault or liability whatsoever to Employee or to any third
party.

    


    15.           Costs.  The
Parties shall each bear their own costs, attorneys’ fees, and other fees
incurred in connection with the preparation of this Agreement.

    


     

    16.           Arbitration.

     

    The
Company and Employee each agree that any and all disputes arising out of the
terms of this Agreement, Employee’s employment by the Company, Employee’s
service as an officer or director of the Company, or Employee’s compensation and
benefits, their interpretation and any of the matters herein
released,  will be subject to binding arbitration under the
arbitration rules set forth in California Code of Civil Procedure Sections 1280
through 1294.2, including Section 1281.8 (the “Act”), and pursuant to California
law.  Disputes that the Company and Employee agree to arbitrate, and
thereby agree to waive any right to a trial by jury, include any statutory
claims under local, state, or federal law, including, but not limited to, claims
under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, the Sarbanes-Oxley Act, the Worker Adjustment and
Retraining Notification Act, the California Fair Employment and Housing Act, the
Family and Medical Leave Act, the California Family Rights Act, the California
Labor Code, claims of harassment, discrimination, and wrongful termination, and
any statutory or common law claims.  The Company and Employee further
understand that this agreement to arbitrate also applies to any disputes that
the Company may have with Employee.

     

    Procedure.  The
Company and Employee agree that any arbitration will be administered by Judicial
Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment
Arbitration Rules & Procedures (the “JAMS Rules”).  The Arbitrator
will have the power to decide any motions brought by any party to the
arbitration, including motions for summary judgment and/or adjudication, motions
to dismiss and demurrers, and motions for class certification, prior to any
arbitration hearing.  The Arbitrator will have the power to award any
remedies available under applicable law, and the Arbitrator will award
attorneys’ fees and costs to the prevailing party, except as prohibited by
law.  The Company will pay for any administrative or hearing fees
charged by the Arbitrator or JAMS except that Employee will pay any filing fees
associated with any arbitration that Employee initiates, but only so much of the
filing fees as Employee would have instead paid had he or she filed a complaint
in a court of law.  The Arbitrator will administer and conduct any
arbitration in accordance with California law, including the California Code of
Civil Procedure, and the Arbitrator will apply substantive and procedural
California law to any dispute or claim, without reference to rules of conflict
of law.  To the extent that the JAMS Rules conflict with California
law, California law will take precedence.  The decision of the
Arbitrator will be in writing.  Any arbitration under this Agreement
will be conducted in Santa Cruz County, California.

     

    Remedy.  Except
as provided by the Act and this Agreement, arbitration will be the sole,
exclusive, and final remedy for any dispute between Employee and the
Company.  Accordingly, except as provided for by the Act and this
Agreement, neither Employee nor the Company will be permitted to pursue court
action regarding claims that are subject to arbitration.

     

    Administrative
Relief.  Employee understands that this Agreement does not
prohibit him or her from pursuing any administrative claim with a local, state,
or federal administrative body or government agency that is authorized to
enforce or administer laws related to employment, including, but not limited to,
the Department of Fair Employment and Housing, the Equal Employment Opportunity
Commission, the National Labor Relations Board, or the Workers’ Compensation
Board.  This Agreement does, however, preclude Employee from pursuing
court action regarding any such claim, except as permitted by law.

     

    Voluntary Nature of
Agreement.  Each of the Company and Employee acknowledges and
agrees that such party is executing this Agreement voluntarily and without any
duress or undue influence by anyone.  Employee further acknowledges
and agrees that he or she has carefully read this Agreement and has asked any
questions needed for him or her to understand the terms, consequences, and
binding effect of this Agreement and fully understand it, including that Employee is
waiving his or her right to a jury trial.  Finally, Employee
agrees that he or she has been provided an opportunity to seek the advice of an
attorney of his or her choice before signing this Agreement.

    


    17.           Tax
Consequences.  The Company makes no representations or
warranties with respect to the tax consequences of the payments and any other
consideration provided to Employee or made on her behalf under the terms of this
Agreement.  Employee agrees and understands that she is responsible
for payment, if any, of local, state, and/or federal taxes on the payments and
any other consideration provided hereunder by the Company and any penalties or
assessments thereon.  Employee further agrees to indemnify and hold
the Company harmless from any claims, demands, deficiencies, penalties,
interest, assessments, executions, judgments, or recoveries by any government
agency against the Company for any amounts claimed due on account of (a)
Employee’s failure to pay or delayed payment of federal or state taxes, or (b)
damages sustained by the Company by reason of any such claims, including
attorneys’ fees and costs.

    


    18.           Section
409A.  If the Company determines that any cash severance
benefits, health continuation coverage, or additional benefits provided under
this Agreement shall fail to satisfy the distribution requirement of Section
409A(a)(2)(A) or the Internal Revenue Code of 1986, as amended (the “Code”) as
result of Section 409A(a)(2)(B)(i) of the Code, the payment of such benefit
shall be accelerated to the minimum extent necessary so that the benefit is not
subject to the provisions of Section 409(a)(1) of the Code.  (It is
the intention of the preceding sentence to apply the short-term deferral
provisions of Section 409A of the Code, and the regulations and other guidance
thereunder, to such payments, and the payment schedule as revised after the
application of the preceding sentence shall be referred to as the “Revised
Payment Schedule.”)  However, if there is no Revised Payment Schedule
that would avoid the application of Section 409A(a)(1) of the Code, the payment
of such benefits shall not be paid pursuant to a Revised Payment Schedule and
instead shall be delayed to the minimum extent necessary so that such benefits
are not subject to the provisions of section 409A(a)(1) of the
Code.  The Company may attach conditions to or adjust the amounts paid
pursuant to this paragraph to preserve, as closely as possible, the economic
consequences that would have applied in the absence of this paragraph; provided, however, that no
such condition or adjustment shall result in the payments being subject to
Section 409A(a)(1) of the Code.

    


    19.           Further Compliance with
Section 409A.

    


    a.           Notwithstanding
anything to the contrary in this Agreement, if Employee is a “specified
employee” within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and the final Treasury Regulations and any
guidance promulgated thereunder (“Section 409A”) at the time of Employee’s
termination of employment (other than due to death), and the severance payable
to Employee, if any, pursuant to this Agreement, when considered together with
any other severance payments or separation benefits that are considered deferred
compensation under Section 409A (together, the “Deferred Compensation Separation
Benefits”) that are payable within the first six (6) months following Employee’s
termination of employment, will become payable on the first payroll date that
occurs on or after the date six (6) months and one (1) day following the date of
Employee’s termination of employment.  All subsequent Deferred
Compensation Separation Benefits, if any, will be payable in accordance with the
payment schedule applicable to each payment or
benefit.  Notwithstanding anything herein to the contrary, if Employee
dies following Employee’s termination of employment but prior to the six (6)
month anniversary of Employee’s termination of employment, then any payments
delayed in accordance with this paragraph will be payable in a lump sum as soon
as administratively practicable after the date of Employee’s death and all other
Deferred Compensation Separation Benefits will be payable in accordance with the
payment schedule applicable to each payment or benefit.  Each payment
and benefit payable under this Agreement is intended to constitute separate
payments for purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations.

    


    b.           Any
amount paid under the Agreement that satisfies the requirements of the
“short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations will not constitute Deferred Compensation Separation Benefits for
purposes of this Agreement.  Any amount paid under the Agreement that
qualifies as a payment made as a result of an involuntary separation from
service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that
does not exceed the Section 409A Limit will not constitute Deferred Compensation
Separation Benefits for purposes of this Agreement.  For this purpose,
“Section 409A Limit” means the lesser of two (2) times: (i) Employee’s
annualized compensation based upon the annual rate of pay paid to Employee
during the Company’s taxable year preceding the Company’s taxable year of
Employee’s termination of employment as determined under Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with
respect thereto; or (ii) the maximum amount that may be taken into account under
a qualified plan pursuant to Section 401(a)(17) of the Code for the year in
which Employee’s employment is terminated.

    


    c.           The
foregoing provisions are intended to comply with the requirements of Section
409A so that none of the severance payments and benefits to be provided
hereunder will be subject to the additional tax imposed under Section 409A, and
any ambiguities herein will be interpreted to so comply.  Employee and
the Company agree to work together in good faith to consider amendments to this
Agreement and to take such reasonable actions which are necessary, appropriate
or desirable to avoid imposition of any additional tax or income recognition
prior to actual payment to Employee under Section 409A.

    


    20.           Authority.  The
Company represents and warrants that the undersigned has the authority to act on
behalf of the Company and to bind the Company and all who may claim through it
to the terms and conditions of this Agreement.  Employee represents
and warrants that she has the capacity to act on her own behalf and on behalf of
all who might claim through her to bind them to the terms and conditions of this
Agreement.  Each Party warrants and represents that there are no liens
or claims of lien or assignments in law or equity or otherwise of or against any
of the claims or causes of action released herein.

    


    21.           No
Representations.  Employee represents that she has had an
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement.  Employee
has not relied upon any representations or statements made by the Company that
are not specifically set forth in this Agreement.

    


    22.           Severability.  In
the event that any provision or any portion of any provision hereof or any
surviving agreement made a part hereof becomes or is declared by a court of
competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this
Agreement shall continue in full force and effect without said provision or
portion of provision.

    


    23.           Attorneys’
Fees.  Except with regard to a legal action challenging or
seeking a determination in good faith of the validity of the waiver herein under
the ADEA, in the event that either Party brings an action to enforce or effect
its rights under this Agreement, the prevailing Party shall be entitled to
recover its costs and expenses, including the costs of  litigation,
court fees, and reasonable attorneys’ fees incurred in connection with such an
action.

    


    24.           Entire
Agreement.  This Agreement represents the entire agreement and
understanding between the Company and Employee concerning the subject matter of
this Agreement and Employee’s employment with and separation from the Company
and the events leading thereto and associated therewith, and supersedes and
replaces any and all prior agreements and understandings concerning the subject
matter of this Agreement and Employee’s relationship with the Company, with the
exception of the Confidentiality Agreement and the Stock
Agreements.

    


    25.           No Oral
Modification.  This Agreement may only be amended in a writing
signed by Employee and the Company’s Chief Executive Officer.

    


    26.           Governing
Law.  This Agreement shall be governed by the laws of the State
of California, without regard for choice-of-law provisions.  Employee
consents to personal and exclusive jurisdiction and venue in the State of
California .

    


    27.           Effective
Date.  Employee understands that this Agreement shall be null
and void if not executed by her within twenty one (21)
days.   Each Party has seven (7) days after that Party signs this
Agreement to revoke it.  This Agreement will become effective on the
eighth (8th) day after Employee signed this Agreement, so long as it has been
signed by the Parties and has not been revoked by either Party before that date
(the “Effective Date”).

    


    28.           Counterparts.  This
Agreement may be executed in counterparts and by facsimile, and each counterpart
and facsimile shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned.

    


    29.           Voluntary Execution of
Agreement.  Employee understands and agrees that she executed
this Agreement voluntarily, without any duress or undue influence on the part or
behalf of the Company or any third party, with the full intent of releasing all
of her claims against the Company and any of the other
Releasees.  Employee acknowledges that:

    


    a.           she
has read this Agreement;

    


    
      	
               
      

            	
              b.

            	
              she
      has been represented in the preparation, negotiation, and execution of
      this Agreement by legal counsel of her own choice or has elected not to
      retain legal counsel;

            


    

    


    
      	
               
      

            	
              c.

            	
              she
      understands the terms and consequences of this Agreement and of the
      releases it contains; and

            


    

    


    d.           she
is fully aware of the legal and binding effect of this Agreement.

    


    IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.

    


    


     

                         Vicki Marion, an
individual

       

    


    Dated:  February 21,
2010                                                     /s/ Vicki
Marion           

     Vicki Marion

    


    


    


     

                                                                            Plantronics, Inc.

     

    


    Dated:  _________,
2010                                          
By:   /s/ S. Kenneth
Kannappan                                                                      

                         S.
Kenneth Kannappan

                         President
and CEO

    


    


    


    


    Approved
as to Form:

     

    Dated:  _______________                                        By:   __________________

                         Gregory
Schick                     

    
                           Sheppard, Mullin, Richter &
Hampton

      
                             Counsel for Vicki
Marion