exhibit10-1.htm


    


    
      

    

    


    


     

    PLANTRONICS, INC.

     

    CHANGE
OF CONTROL SEVERANCE AGREEMENT

     

    This
Change of Control Severance Agreement (the “Agreement”) is made and entered into
by and between ____________ (“Executive”) and Plantronics, Inc., a Delaware
corporation (the “Company”), effective as of ____________ (the “Effective
Date”).

     

    RECITALS

     

    1. It is
expected that the Company from time to time will consider the possibility of an
acquisition by another company or other change of control.  The
Compensation Committee of the Board of Directors of the Company (the
“Committee”) recognizes that such consideration can be a distraction to
Executive and can cause Executive to consider alternative employment
opportunities.  The Committee has determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication and objectivity of Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control of the
Company.

     

    2. The
Committee believes that it is in the best interests of the Company and its
stockholders to provide Executive with an incentive to continue his or her
employment and to motivate Executive to maximize the value of the Company upon a
Change of Control for the benefit of its stockholders.

     

    3. The
Committee believes that it is imperative to provide Executive with certain
severance benefits upon Executive’s termination of employment following a Change
of Control.  These benefits will provide Executive with enhanced
financial security and incentive and encouragement to remain with the Company
notwithstanding the possibility of a Change of Control.

     

    4. Certain
capitalized terms used in the Agreement are defined in Section 6
below.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:

     

    1. Term of
Agreement.  This Agreement will have an initial term of two (2)
years commencing on the Effective Date (the “Initial Term”).  On the
second anniversary of the Effective Date, this Agreement will renew
automatically for an additional one (1) year term (the “Additional Term”) unless
either party provides the other party with written notice of non-renewal at
least sixty (60) days prior to the date of automatic
renewal.  Notwithstanding the foregoing sentence, if a Change of
Control occurs at any time during either the Initial Term or an Additional Term,
the term of this Agreement will extend automatically through the date that is
twenty-four (24) months following the effective date of the Change of
Control.  If Executive becomes entitled to benefits under Section 3 or
Section 4 during the term of this Agreement, the Agreement will not terminate
until all of the obligations of the parties hereto with respect to this
Agreement have been satisfied.

     

    2. At-Will
Employment.  The Company and Executive acknowledge that
Executive’s employment is and will continue to be at-will, as defined under
applicable law.  If Executive’s employment terminates for any reason,
including (without limitation) any termination that occurs other than during the
period that is on or within twenty-four (24) months after a Change of Control as
provided herein, Executive will not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this Agreement or as
provided in any employment agreement entered into between the Company and
Executive, and the payment of accrued but unpaid wages, as required by law, and
any unreimbursed reimbursable expenses.

     

    3. Change of
Control.  In the event of a Change of Control, and subject to
Executive’s continued employment with the Company through the effective date of
such Change of Control, all outstanding equity awards will vest according to the
vesting schedule specified in the 2003 Stock Option Plan.

     

    4. Severance
Benefits.

     

    (a) Termination
without Cause
or Resignation for Good Reason in Connection with a Change of
Control.  If the Company terminates Executive’s employment with
the Company without Cause or if Executive resigns from such employment for Good
Reason, and such termination occurs on or within twenty-four (24) months after a
Change of Control, and Executive signs and does not revoke a release of claims
with the Company (in a form reasonably acceptable to the Company) and provided
that such release of claims becomes effective no later than sixty (60) days
following the termination date or such earlier date required by the release
agreement (such deadline, the “Release Deadline”), then subject to this Section
4, Executive will receive the following:

     

    (i) Accrued
Compensation.  The Company will pay Executive all accrued but
unpaid vacation, expense reimbursements, wages, and other benefits due to
Executive under any Company-provided plans, policies, and
arrangements.

     

    (ii) Severance
Payment.  Executive will receive a lump-sum payment (less
applicable withholding taxes) equal to the sum of (A) 100% of Executive’s annual
base salary as in effect immediately prior to Executive’s termination date or
(if greater) at the level in effect immediately prior to the Change of Control,
(B) 100% of Executive’s quarterly target incentive bonus, and (C) 100% of
Executive’s annual target incentive bonus.

     

    (iii) Continued Employee
Benefits.  If Executive elects continuation coverage pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”) or the California Continuation Benefits Replacement Act, as amended
(“Cal-COBRA”) for periods of coverage beyond that permitted by COBRA for
Executive and Executive’s eligible dependents, within the time period prescribed
pursuant to COBRA , or Cal-COBRA, as applicable, the Company will reimburse
Executive for the COBRA (or, if applicable, Cal-COBRA) premiums for such
coverage (at the coverage levels in effect immediately prior to Executive’s
termination) until the earlier of (A) a period twelve (12) months from the last
date of employment of the Executive with the Company, or (B) the date upon which
Executive and/or Executive’s eligible  dependents becomes covered
under similar plans.  COBRA reimbursements will be made by the Company
to Executive consistent with the Company’s normal expense reimbursement
policy.

     

    (iv) Equity
Awards.  Any equity awards (including, without limitation, any
awards of stock options, restricted stock, restricted stock units, and/or
performance shares or units) outstanding as of the date of such termination will
vest in full as to 100% of the unvested portion of the award.

     

    (v) Timing of
Payments.

     

    (1) If the
release of claims does not become effective by the Release Deadline, Executive
will forfeit any rights to severance or benefits under this
Agreement.  In no event will severance payments or benefits be paid or
provided until the release of claims actually becomes effective.  In
the event the termination occurs at a time during the calendar year where the
release of claims could become effective in the calendar year following the
calendar year in which Executive’s termination occurs (whether or not it
actually becomes effective in the following year), then any severance payments
or benefits under this Agreement that would be considered Deferred Compensation
Severance Benefits (as defined in Section 4(f)(i)) will be paid on the first
payroll date to occur during the calendar year following the calendar year in
which such termination occurs, or, if later, (i) the date the release of claims
actually becomes effective, (ii) such time as required by the payment schedule
applicable to each payment or benefit as set forth in Section 4(a)(ii)), or
(iii) such time as required by this Section 4(f).

     

    (2) Unless
otherwise required by Section 4(f), the Company will pay any severance payments
in a lump-sum payment payable within thirty (30) days following Executive’s
termination date; provided, however, that no severance or other benefits will be
paid or provided until the release of claims discussed in Section 4(a) becomes
effective and irrevocable, and any severance amounts or benefits otherwise
payable between Executive’s termination date and the date such release becomes
effective and irrevocable will be paid on the date the release becomes effective
and irrevocable.  If Executive should die before all of the severance
amounts have been paid, such unpaid amounts will be paid in a lump-sum payment
promptly following such event to Executive’s designated beneficiary, if living,
or otherwise to the personal representative of Executive’s estate.

     

    (b) Voluntary Resignation;
Termination for Cause.  If Executive’s employment with the
Company terminates (i) voluntarily by Executive (other than for Good Reason
during the period that is on or within twenty-four (24) months after a Change of
Control) or (ii) for Cause by the Company, then Executive will not be entitled
to receive severance or other benefits except for those (if any) as may then be
established under the Company’s then existing severance and benefits plans and
practices or pursuant to other written agreements with the Company.

     

    (c) Disability;
Death.  If the Company terminates Executive’s employment as a
result of Executive’s Disability, or Executive’s employment terminates due to
his or her death, then Executive will not be entitled to receive any other
severance or other benefits except for those (if any) as may then be established
under the Company’s then existing written severance and benefits plans and
practices or pursuant to other written agreements with the Company.

     

    (d) Termination not in
Connection with a Change of Control.  In the event Executive’s
employment is terminated for any reason other than as provided in Section 4(a),
then Executive will be entitled to receive severance and any other benefits only
as may then be established under the Company’s existing written severance and
benefits plans and practices or pursuant to other written agreements with the
Company.

     

    (e) Exclusive
Remedy.  In the event of a Change of Control, or a termination
of Executive’s employment as set forth in Section 4(a) of this Agreement, the
provisions of Section 3 and Section 4, as applicable, are intended to be and are
exclusive and in lieu of any other rights or remedies to which Executive or the
Company may otherwise be entitled, whether at law, tort or contract, in equity,
or under this Agreement (other than the payment of accrued but unpaid wages, as
required by law, and any unreimbursed reimbursable
expenses).  Executive will be entitled to no benefits, compensation or
other payments or rights upon a Change of Control or a termination of employment
following a Change of Control other than those benefits expressly set forth in
Section 3 or Section 4 of this Agreement.

     

    (f) Section
409A.

     

    (i) Notwithstanding
anything to the contrary in this Agreement, no severance payable to Executive,
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 of the Internal Revenue Code of 1986, as amended
(the “Code”) and the final regulations and any guidance promulgated thereunder
(“Section 409A”) (together, the “Deferred Compensation Separation Benefits”)
will be payable until Executive has a “separation from service” within the
meaning of Section 409A.

     

    (ii) Notwithstanding
anything to the contrary in this Agreement, if Executive is a “specified
employee” within the meaning of Section 409A at the time of Executive’s
termination (other than due to death), then the Deferred Compensation Separation
Benefits that are payable within the first six (6) months following Executive’s
separation from service, 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
Executive’s separation from service.  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
Executive dies following Executive’s separation from service but prior to the
six (6) month anniversary of the separation, 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 Executive’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.

     

    (iii) Any
amount paid under this 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 clause (i) above.

     

    (iv) Any
amount paid under this 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 do not exceed the Section 409A Limit (as
defined below) will not constitute Deferred Compensation Separation Benefits for
purposes of clause (i) above.

     

    (v) 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.  The Company
and Executive 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 Executive under Section
409A.

     

    (g) Other
Requirements.  Executive’s receipt of any payments or benefits
under this Section 4 will be subject to Executive continuing to comply with the
terms of any confidential information agreement executed by Executive in favor
of the Company and the provisions of this Agreement.  In addition, as
an express condition to Executive’s right to receive any payments or benefits
under this Section 4, Executive agrees that for a period of two years following
Executive’s termination of employment with the Company, Executive will not
solicit, encourage, or induce any other employee of the Company to terminate his
or her employment with the Company.  The foregoing will not prohibit
Executive or any entity with which Executive may be affiliated from hiring a
current or former employee of the Company.

     

    5. Limitation on
Payments.  In the event that the severance and other benefits
provided for in this Agreement or otherwise payable to Executive (i) constitute
“parachute payments” within the meaning of Section 280G of the Code, and (ii)
but for this Section 5, would be subject to the excise tax imposed by Section
4999 of the Code, then Executive’s benefits under Section 3 and Section 4(a)
respectively will be either:

     

    (a) delivered
in full, or

     

    (b) delivered as to such lesser
extent which would result in no portion of such benefits being subject to excise
tax under Section 4999 of the Code,

    
    

     

    whichever
of the foregoing amounts, taking into account the applicable federal, state and
local income taxes and the excise tax imposed by Section 4999, results in the
receipt by Executive on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be taxable under
Section 4999 of the Code.  If a reduction in severance and other
benefits constituting “parachute payments” is necessary so that benefits are
delivered to a lesser extent, reduction will occur in the following order
reduction of cash payments; cancellation of awards granted “contingent on a
change in ownership or control” (within the meaning of Code Section 280G),
cancellation of accelerated vesting of equity awards; reduction of employee
benefits.  In the event that acceleration of vesting of equity award
compensation is to be reduced, such acceleration of vesting will be cancelled in
the reverse order of the date of grant of Executive’s equity
awards.

     

    Unless
the Company and Executive otherwise agree in writing, any determination required
under this Section 5 will be made in writing by the Company’s independent public
accountants immediately prior to a Change of Control or such other person or
entity to which the parties mutually agree (the “Accountants”), whose
determination will be conclusive and binding upon Executive and the Company for
all purposes.  For purposes of making the calculations required by
this Section 5, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code.  The Company and Executive will furnish to the Accountants
such information and documents as the Accountants may reasonably request in
order to make a determination under this Section.  The Company will
bear all costs the Accountants may incur in connection with any calculations
contemplated by this Section 5.

     

    6. Definition of
Terms.  The following terms referred to in this Agreement will
have the following meanings:

     

    (a) Cause.  “Cause”
will mean Executive’s termination only upon:

     

    (i) Executive’s
willful failure, after receipt of at least one written warning, (A) to comply
with the Company’s policies and practices applicable to the Company’s employees
in similar job positions or to the Company’s employees generally or (B) to
follow the reasonable instructions of Executive’s supervisor;

     

    (ii) Executive’s
engaging in willful misconduct which is demonstrably and materially injurious to
the Company;

     

    (iii) Executive’s
committing a felony, an act of fraud against, or the misappropriation of
property belonging to the Company; or

     

    (iv) Executive’s
breaching in any material respect the terms of this Agreement or the Employee
Patent, Secrecy and Invention Agreement between Executive and the
Company.

     

    (b) Change of
Control.  “Change of Control” will mean the occurrence of any
of the following events:

     

    (i) Change in Ownership of the
Company.  A change in the ownership of the Company which occurs
on the date that any one person, or more than one person acting as a group
(“Person”), acquires ownership of the stock of the Company that, together with
the stock held by such Person, constitutes more than 50% of the total voting
power of the stock of the Company, except that any change in the ownership of
the stock of the Company as a result of a private financing of the Company that
is approved by the Company’s Board of Director (the “Board”) will not be
considered a Change of Control; or

     

    (ii) Change in Effective Control
of the Company.  A change in the effective control of the
Company which occurs on the date that a majority of members of the Board is
replaced during any twelve (12) month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board prior to the
date of the appointment or election.  For purposes of this clause
(ii), if any Person is considered to be in effective control of the Company, the
acquisition of additional control of the Company by the same Person will not be
considered a Change of Control; or

     

    (iii) Change in Ownership of a
Substantial Portion of the Company’s Assets.  A change in the
ownership of a substantial portion of the Company’s assets which occurs on the
date that any Person acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or
persons) assets from the Company that have a total gross fair market value equal
to or more than 50% of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition or
acquisitions.  For purposes of this subsection (iii), gross fair
market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets.

     

    For these
purposes, persons will be considered to be acting as a group if they are owners
of a corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with the
Company.

     

    Notwithstanding
the foregoing provisions of this definition, a transaction will not be deemed a
Change of Control unless the transaction qualifies as a change in control event
within the meaning of Section 409A.

     

    (c) Disability.  “Disability”
will mean that Executive is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months.  Termination
resulting from Disability may only be effected after at least thirty (30) days’
written notice by the Company of its intention to terminate Executive’s
employment.  In the event that Executive resumes the performance of
substantially all of his or her duties hereunder before the termination of his
or her employment becomes effective, the notice of intent to terminate will
automatically be deemed to have been revoked.

     

    (d) Good
Reason.  “Good Reason” will mean Executive’s termination of
employment within ninety (90) days following the expiration of any cure period
(discussed below) following the occurrence of one or more of the following,
without Executive’s consent:

     

    (i) A
material reduction in Executive’s base compensation as in effect immediately
prior to such reduction not including a substantially similar reduction that
applies to all similarly situated executives;

     

    (ii) The
assignment to Executive of any duties, or the reduction of Executive’s
duties, either of
which results in a material diminution of Executive’s authority, duties, or
responsibilities with the Company in effect immediately prior to such
assignment, or the removal of Executive from such position and responsibilities;
provided, however, that a reduction in duties, position or responsibilities
solely by virtue of the Company being acquired and made part of a larger entity,
whether as a subsidiary, business unit or otherwise (as, for example, when the
Chief Executive Officer of the Company remains the Chief Executive Officer of
the Company following a Change of Control where the Company becomes a wholly
owned subsidiary of the acquiror, but is not made the Chief Executive Officer of
the acquiring corporation) will not constitute “Good Reason;”

     

    (iii) A
material change in the geographic location at which Executive must perform
services (in other words, the relocation of Executive to a facility that is more
than twenty-five (25) miles from Executive’s current location); or

     

    (iv) the
failure of the Company to obtain the assumption of the Agreement by a successor
and/or acquirer.

     

    Executive
will not resign for Good Reason without first providing the Company with written
notice within ninety (90) days of the event that Executive believes constitutes
“Good Reason” specifically identifying the acts or omissions constituting the
grounds for Good Reason and a reasonable cure period of not less than thirty
(30) days following the date of such notice.

     

    (e) Section 409A
Limit.  “Section 409A Limit” will mean the lesser of two (2)
times: (i) Executive’s annualized compensation based upon the annual rate of pay
paid to Executive during the Executive’s taxable year preceding the Executive’s
taxable year of Executive’s termination of employment as determined under, and
with such adjustments as are set forth in, 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 Executive’s employment is terminated.

     

    7. Successors.

     

    (a) The Company’s
Successors.  Any successor to the Company (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets
will assume the obligations under this Agreement and agree expressly to perform
the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a
succession.  For all purposes under this Agreement, the term “Company”
will include any successor to the Company’s business and/or assets which
executes and delivers the assumption agreement described in this Section 7(a) or
which becomes bound by the terms of this Agreement by operation of
law.

     

    (b) Executive’s
Successors.  The terms of this Agreement and all rights of
Executive hereunder will inure to the benefit of, and be enforceable by,
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.

     

    8. Arbitration.

     

    (a) The
Company and Executive each agree that any and all disputes arising out of the
terms of this Agreement, Executive’s employment by the Company, Executive’s
service as an officer or director of the Company, or Executive’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 Executive 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 Executive further
understand that this agreement to arbitrate also applies to any disputes that
the Company may have with Executive.

     

    (b) Procedure.  The
Company and Executive 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 Executive will pay any filing fees
associated with any arbitration that Executive initiates, but only so much of
the filing fees as Executive 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.

     

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

     

    (d) Administrative
Relief.  Executive 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 Executive from pursuing
court action regarding any such claim, except as permitted by law.

     

    (e) Voluntary Nature of
Agreement.  Each of the Company and Executive acknowledges and
agrees that such party is executing this Agreement voluntarily and without any
duress or undue influence by anyone.  Executive 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 Executive is
waiving his or her right to a jury trial.  Finally, Executive
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.

     

    9. Notice.

     

    (a) General.  Notices
and all other communications contemplated by this Agreement will be in writing
and will be deemed to have been duly given when personally delivered when mailed
by U.S. registered or certified mail, return receipt requested and postage
prepaid or when delivered by a private courier service such as UPS, DHL or
Federal Express that has tracking capability.  In the case of
Executive, mailed notices will be addressed to him or her at the home address
which he or she most recently communicated to the Company in
writing.  In the case of the Company, mailed notices will be addressed
to its corporate headquarters, and all notices will be directed to the attention
of its President.

     

    (b) Notice of
Termination.  Any termination by the Company for Cause or by
Executive for Good Reason will be communicated by a notice of termination to the
other party hereto given in accordance with Section 9(a) of this
Agreement.  Such notice will indicate the specific termination
provision in this Agreement relied upon, will set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination under the
provision so indicated, and will specify the termination date (which will be not
more than ninety (90) days after the giving of such notice).  The
failure by Executive to include in the notice any fact or circumstance which
contributes to a showing of Good Reason will not waive any right of Executive
hereunder or preclude Executive from asserting such fact or circumstance in
enforcing his or her rights hereunder.

     

    10. Miscellaneous
Provisions.

     

    (a) No Duty to
Mitigate.  Executive will not be required to mitigate the
amount of any payment contemplated by this Agreement, nor will any such payment
be reduced by any earnings that Executive may receive from any other
source.

     

    (b) Waiver.  No
provision of this Agreement will be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by
Executive and by an authorized officer of the Company (other than
Executive).  No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party
will be considered a waiver of any other condition or provision or of the same
condition or provision at another time.

     

    (c) Headings.  All
captions and section headings used in this Agreement are for convenient
reference only and do not form a part of this Agreement.

     

    (d) Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties hereto and supersedes in their entirety all prior representations,
understandings, undertakings or agreements (whether oral or written and whether
expressed or implied) of the parties with respect to the subject matter
hereof.  No waiver, alteration, or modification of any of the
provisions of this Agreement will be binding unless in writing and signed by
duly authorized representatives of the parties hereto and which specifically
mention this Agreement.

     

    (e) Choice of
Law.  The validity, interpretation, construction and
performance of this Agreement will be governed by the laws of the State of
California (with the exception of its conflict of laws
provisions).  Any claims or legal actions by one party against the
other arising out of the relationship between the parties contemplated herein
(whether or not arising under this Agreement) will be commenced or maintained in
any state or federal court located in the jurisdiction where Executive resides,
and Executive and the Company hereby submit to the jurisdiction and venue of any
such court.

     

    (f) Severability.  The
invalidity or unenforceability of any provision or provisions of this Agreement
will not affect the validity or enforceability of any other provision hereof,
which will remain in full force and effect.

     

    (g) Withholding.  All
payments made pursuant to this Agreement will be subject to withholding of
applicable income, employment and other taxes.

     

    (h) Counterparts.  This
Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.

     

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    IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by its duly authorized officer, as of the day and year set forth
below.

     

    COMPANY                                                                PLANTRONICS,
INC.

     

    By:           

     

    Title:                      

     

    Date:                      

     

    


     

    EXECUTIVE                                                                       
 By:                                                                           

     

    Title:                      

     

    Date: