ex10_34.htm


    Executive
Incentive Plan

    Administrative
Guidelines

    


    (Approved
on 5/8/09)

    


    The
purpose of the Plantronics, Inc. Executive Incentive Plan (“EIP” or the “Plan”)
is to focus Participants on achieving company-wide financial performance goals
as well as product group, segment, or functional objectives and individual
performance goals by providing the opportunity to receive quarterly and annual
cash payments based on performance.

    


    Administration

    


    The EIP
will be administered by the Compensation Committee of the Board of Directors for
the CEO and certain of his direct reports and other selected participants
(“Participants”). An Administrative Committee designated by the Compensation
Committee will administer the EIP for all other employees in the
plan.  The Administrative Committee will initially include the CEO and
CFO of Plantronics.  The Administrative Committee is authorized to
interpret the Plan and to adopt such rules and regulations as it may from time
to time deem necessary for the effective operation of the Plan.  Any
determination, interpretation, construction or other action made or taken
pursuant to the provisions of the Plan by or on behalf of the Compensation
Committee shall be final, conclusive and binding.  The Administrative
Committee shall approve all matters concerning eligibility of other
employees.  Amendment or termination of the Plan and all matters
concerning eligibility of Participants shall require the approval of the
Compensation Committee.

    


    Participation

    


    Participants
for the EIP will be approved by the Compensation Committee. Participants shall
be documented on Schedule A to this EIP.   Schedule A will be
reviewed and edited as appropriate at least annually by the Compensation
Committee. The Compensation Committee will select Plan Participants based on
specific criteria, including: employees who can have a significant impact on
business performance and shareholder value creation through their actions or
decisions; employees with consistent outstanding performance and contributions
to the Company; and reference to competitive market pay
practices.  The Administrative Committee will notify those deemed
Participants in the plan upon final determination of eligibility.  The
Compensation Committee reserves the right to remove any Plan Participant from
the Plan at any time.  Plan participation in one year does not
guarantee participation in subsequent years.

    


    Highlights and Overview of
the Plan

    


    The
highlights of the Plan are as follows:

    


    
      	
              ·  

            	
              Each
      Participant will be assigned a target award opportunity (as a % of base
      salary)

            


    

    
      	
              ·  

            	
              A
      portion of this award opportunity (currently one-half) will be tied to
      achieving Annual Corporate Financial Performance and be paid
      annually

            


    

    
      	
              ·  

            	
              The
      remaining portion of the award opportunity (currently one-half) will be
      tied to achieving Product Group/Segment or Functional Goals and the
      threshold annual operating income amount set forth on Appendix
      A.  Product Group/Segment or Functional Goals progress will be
      scored quarterly, but will not be earned unless (among other requirements
      in the Plan) the threshold annual operating income amount set forth on
      Appendix A is achieved.

            


    

    
      	
              ·  

            	
              The
      actual award earned for each quarter will be determined as soon as
      practical after the end of each fiscal quarter and will range between zero
      and one times (0x – 1x) the opportunity for the portion of the plan tied
      to Product Group/Segment or Functional
Goals

            


    

    
      	
              ·  

            	
              The
      actual award earned for the annual portion will be determined as soon as
      practical after the end of each fiscal year and will range between zero
      and two times (0x – 2x) the opportunity for the portion of the plan tied
      to Annual Corporate Financial Performance, as follows (shown for FY 2008,
      subject to adjustment in future
years):

            


    

    


    
      
        	
                Performance
      Factor

              	 	
                Weight

              	 	 	
                Payout
      Range

              	 	
                Payout
      Frequency

              
	
                Annual
      Corporate Financial Performance

                (Includes
      AEG and Clarity)

              	 	 	50	%	 	 	0%-200	%	
                Annual

              
	
                Product
      Group/Segment or Functional Goals and Threshold Annual
    Income

              	 	 	50	%	 	 	0%-100	%	
                 

                Annual

              


      

    

    


    Specific Plan
Mechanics

    


    Opportunity
levels

    The
Compensation Committee shall determine appropriate total target award
opportunities for the CEO and Participants.  The Administrative
Committee shall determine appropriate total target award opportunities for all
other employees in the Plan.  Opportunity levels are determined
individually for each Participant and are communicated to each Participant
separately.

    


    The total
target award opportunity will be expressed as a percentage of Base
Salary.  Base Salary will be calculated as a Participant’s regular
wages earned during the fiscal year, before any deferrals (such as deferrals
into the 401(k) plan).  The minimum payable will be zero based on
significant underperformance across all measurement dimensions, and the maximum
payable will be 1x for the portion tied to Quarterly Product Group/Segment or
Functional Goals and 2x for the portion tied to Annual Corporate Financial
Performance.

    


    Performance
Measures and Goals

    Specific
financial and operational performance measures shall be defined for each
Participant.  The Compensation Committee will be responsible for
approving performance objectives for the Annual Corporate Financial Performance
portion of the plan for all Participants.  The objectives will be
based on the Company’s strategic operating plan, prior year performance, and
external market expectations for performance, among other factors which may be
considered by the Compensation Committee, in its discretion.

    


    The
Administrative Committee shall determine appropriate performance objectives for
Product Group/Segment or Functional Goals, including individual MBOs, for
Participants in the Plan, with the Compensation Committee to approve the same
for the CEO and Participants.  Examples of performance objectives that
might be included in this portion of the plan include:

    


    
      	
              ·  

            	
              Operating
      Income

            


    

    
      	
              ·  

            	
              Working
      capital efficiency metrics

            


    

    
      	
              ·  

            	
              Market
      share

            


    

    
      	
              ·  

            	
              Individual
      MBOs

            


    

    


    All
approvals for all performance measures and goals will be made within ninety (90)
days after the beginning of the fiscal year.

    


    See
Appendix A for the current Annual Corporate Financial Performance objectives and
the measures to be included for each Product Group/Segment or Functional
Goals.  Specific performance targets for the Product Group/Segment or
Functional Goals will be communicated to each individual
separately.

    


    Calculation
of Awards

    The
Compensation Committee will determine quarterly and annual awards earned for the
CEO, and annual awards for all other Participants. The Administrative Committee
will determine the quarterly awards for all other Participants, and the
Administrative Committee will determine awards earned for all other
employees.  [After the Administrative Committee determines the Awards
for all other employees, these awards will be submitted to the Compensation
Committee for review, modification, rejection or approval.] Awards earned will
be based on actual performance relative to pre-established performance
goals.

    


    Performance
against Product Group/Segment or Functional Goals will be determined
quarterly.  Up to 1⁄4 the total annual opportunity for this portion
(currently 1⁄2 of the total target award opportunity for each individual) may be
earned each quarter Subject to (among other requirements set forth in the Plan)
achievement of the threshold operating income amount set forth in Appendix
A.

    


    Performance
against Annual Corporate Financial Performance objectives will be determined
annually.  The Compensation Committee will establish minimum
performance goals for each performance measure, which will earn 0.5x of the
target award opportunity assigned to that measure, target performance goals,
which will earn 1.0x of the target opportunity, and maximum goals, which will
earn 2.0x the target award opportunity for that measure.  Performance
below the minimum goal will result in zero payout for that
measure.  Performance between discrete performance levels will be
interpolated on a straight line basis.

    


    To the
extent that more than one measure is used for the Annual Corporate Financial
Performance portion of the plan, each measure will be assigned a specific weight
and the final performance calculation will be determined as a weighted-average
of the payouts earned for each goal.  For example:

    


    
      
        
          
            
              
                
                  	
                          Measure

                        	 	
                          Weight

                        	 	 	
                          Payout
      Earned (Illustrative)

                        	 	 	
                          Weighted
      Payout

                        	 
	
                          Non-GAAP
      Operating Income

                        	 	 	75	%	 	 	120	%	 	 	90	%
	
                          Asset
      Utilization

                        	 	 	25	%	 	 	80	%	 	 	20	%
	
                          Total
      Payout Earned

                          (as
      a % of target award value for this portion of the plan)

                        	 	 	 	110	%


                

              

            

          

        

      

    

    


    


    Distribution
of awards

    Calculations,
performance evaluations, and payouts will be determined as soon as practical
after the close of each quarter, with payouts being made after the close of the
fiscal year for which performance is measured and in no case will payouts occur
more than 2 1⁄2 months after the close of the fiscal year.

    


    All
awards will be distributed in cash or credited at the Participant’s direction to
a deferral plan (such as a 401(k) plan), as allowable under the terms of such
deferral plan, if any.

    


    


    Other Administrative
Guidelines

    


    Acquisitions
or Divestitures

    The
performance objectives established for the Company as a whole or for each
Product Group or Segment may be adjusted upward or downward as appropriate to
eliminate the effects of acquisitions and divestitures, to the extent that the
impact of such acquisitions or divestitures were not included in setting the
original goals at the beginning of the year.  The Compensation
Committee will have discretion to make such adjustments as needed based on the
circumstances of each case.  In general, the adjustment will work as
follows:

    


    
      	
              ·  

            	
              For
      an acquisition, the Compensation Committee will adjust the performance
      goals as needed to incorporate the impact of the full-year financial
      projections for the acquired Company, as presented in the base-case
      scenario presented to the Board of Directors upon approval of such
      acquisition.

            


    

    
      	
              ·  

            	
              For
      a divestiture, the Compensation Committee will adjust the performance
      goals as needed to eliminate the impact of the full-year financial
      projections for the divested operations, as including in the business
      operating plan presented to the Board of Directors at time that the
      original goals were established at the beginning of the
    year.

            


    

    
      	
              ·  

            	
              To
      the extent that an acquisition occurs late in the year, the Compensation
      Committee may choose to completely exclude the financial results for the
      remainder of the year for such operation for the purposes of determining
      the performance outcomes.

            


    

    
      	
              ·  

            	
              To
      the extent that discrete financial impact of an acquisition or divestiture
      cannot be determined, the Compensation Committee may choose not to make
      any adjustments to goals or results for the
  year.

            


    

    


    Impact
of One-Time Results

    The
Compensation Committee may approve adjustments to the calculations of
performance results to eliminate the impact of one-time items that may accrue to
the benefit or detriment of Participants but which do not reflect underlying
business performance.  This includes the one-time impact of items
which may not be defined as “extraordinary items” from an accounting standpoint,
such as the gain or loss on the sale of a business or other asset, an insurance
settlement or legal settlement from prior periods, or impairment charges for
assets or other accounts.  This is not intended to include adjustments for
changes in business conditions such as an unexpected increase or decrease
in input costs, or greater or lesser demand for the Company’s
products.  It is also not intended to protect Participants from the
impact of unexpected operational difficulties, such as a temporary plant
closing.

    


    Claw-Back
Provisions for Restatements

    The
Compensation Committee maintains the right to require any Participant to repay
to the Company any amounts earned under the Plan in the case of a material
financial restatement of results for prior years.  It is not the Company’s policy to
automatically require such repayments in the case of a restatement of results
(except for select Officers as may be required under various laws and
regulations).  However, the Compensation Committee will evaluate the
facts and circumstances of each case and may require repayment from select
individuals who received undue awards based on a material and intentional or
negligent misrepresentation of financial results.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Forfeiture
of awards

    In
general, a Participant must remain employed through the date payment is actually
made to earn the bonus and  will forfeit any unpaid EIP
award  or any EIP award not actually paid or credited to the
Participant under a deferred compensation account upon termination of
employment.  Forfeiture will not occur as a result of death or
termination due to disability or retirement.  In any such event, a
Participant’s remaining unpaid EIP award will be payable based on actual
performance relative to objectives, pro-rated for the number of whole pay
periods for the fiscal year that elapsed before the termination of the
Participant’s employment and paid at the same time as bonuses are paid to other
Participants.

    


    Forfeiture
will occur as a result of any other termination of employment without regard to
the reason unless the Compensation Committee decides otherwise in their
discretion in special circumstances for a Participant.

    


    Absence
of a Participant on approved leave will not be considered a termination of
employment during the period of such leave.  However, Participants who
incur a paid (other than vacation) or unpaid leave of absence during the fiscal
year will not receive credit for EIP award purposes for the time representing
the leave, and actual awards will be pro-rated for the number of whole pay
periods for the fiscal year that occur before and/or after such
leave.  Exceptions, if any, must be approved by the Compensation
Committee for the CEO and Participants.

    


    New
Hire/Change of Responsibility

    At its
discretion, the Compensation Committee may apply the foregoing terms, including
without limitation the performance objectives, to make EIP awards to persons
such as new employees or those undergoing a change of responsibility during a
fiscal year.

    


    For new
employees, target EIP award opportunity will be based on the Participant’s Base
Salary, pro-rated based on the number of whole pay periods for the fiscal year
during which the employee was a Participant.

    


    If a
Participant is employed in multiple positions during a fiscal year (i.e. change
of responsibility) including changes which result in a change of opportunity
levels, the Participant’s EIP award will be pro-rated as of the first whole pay
period in which the event occurs, in accordance with actual time and performance
results in each position and the opportunity levels associated with each
position.

    


    No
Guarantee of Employment

    The Plan
shall not confer upon any Participant any right with respect to continuation of
employment by the Company, nor shall it interfere in any way with the right of
the Company to terminate any Participant’s employment at any time.

    


    Withholding
Taxes

    The
Company shall have the right to withhold from payments or otherwise or to cause
the Participant (or the executor or administrator of his or her estate or his or
her distributee) to make payment of any federal, state, local, or foreign taxes
required to be withheld with respect to the distribution of any
awards.

    


    Amendment
and Discontinuance of the Plan

    The
Compensation Committee, may amend, alter, suspend or discontinue the Plan, as it
shall from time to time consider desirable, without any requirement to
compensate Participants for any award opportunity not yet
paid.  Participation in the plan does not confer any rights to
payments to any employee or individual.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE
A

    EXECUTIVES ELIGIBLE FOR THE
FY10 EIP

    


    


    Name of
Executive                                                                Job
Title

    Ken
Kannappan                                                   President
and Chief Executive Officer

    Barbara
Scherer                                                    SVP
– Finance and Administration and Chief Financial Officer

    Don
Houston                                                        SVP
– Sales

    Vicki
Marion                                                         President
& CEO, Audio Entertainment Group

    Philip
Vanhoutte                                                  Managing
Director Europe, Middle East and Africa

    Carsten
Trads                                                     
 President, Clarity

    Renee
Niemi                                                         
VP/General Manager, Mobile and Entertainment

    Chuck
Yort                                                            VP/General
Manager, Business Solutions

    Joyce
Shimizu                                                       VP/General
Manager, Home and Home Office

    Mike
Perkins                                                         VP,
Product Development and Technology

    Barry
Margerum                                                   VP,
Strategy and Business Development

    Clay
Hausmann                                                    VP,
Corporate Marketing