2002 EMPLOYEE STOCK PURCHASE PLAN
- Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company tohave the Planqualifyas an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent withthe requirements ofthatsection of the Code.
- Definitions.
- "Board" shall mean the Board of Directors of the Company.
- "Code" shall mean the Internal Revenue Code of 1986, as amended.
- "Common Stock" shall mean the Common Stock of the Company.
- "Company" shall mean Plantronics, Inc., a Delawarecorporation, and any Designated Subsidiary of the Company.
- "Compensation" shall mean allbase straight time gross earnings, exclusive of payments for overtime, shift premium, incentive compensation,incentive payments,bonuses, commissions, carallowances, profit-sharing and othercompensation.
- "DesignatedSubsidiary" shall meanany Subsidiary thathas been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.
- "Employee" shall mean anyindividual who isan Employee of the Company for tax purposes whose customary employment with the Company is at least twenty (20) hours per week and more thanfive (5) months inany calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds ninety (90) days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.
- "Enrollment Date" shall mean the first day of each Offering Period.
- "Exercise Date" shall mean the last day of each Offering Period.
- "Fair Market Value" shall mean, as of any date, thevalue of Common Stock determined as follows:
- If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange (NYSE), its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for thelast market trading dayon the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;
- If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the meanof theclosing bid and asked prices for the Common Stock on the date ofsuch determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;
- In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.
- "Offering Period" shall mean a period of approximately six(6) monthsduring which an option granted pursuant to the Plan may be exercised. The duration ofOffering Periods may be changed pursuant to Section 4 of this Plan.
- "Plan" shall meanthis Employee Stock Purchase Plan.
- "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 20.
- "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stockwhich have been authorized for issuance under the Plan butnot yet placed under option.
- "Subsidiary" shall mean a corporation, domestic or foreign, of whichnot less than 50% of the voting shares are held by the Company or a Subsidiary,whetheror notsuchcorporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.
- "Trading Day" shall mean a day on which national stock exchanges and the NYSE System are open for trading.
- Eligibility.
- Any Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate inthe Plan..
- Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan(i) to the extent that, immediately after the grant,suchEmployee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would owncapitalstockof the Companyand/or hold outstanding options to purchasesuchstockpossessing five percent (5%) or more of the total combined voting power or value of all classes ofthe capitalstock of the Company or of anySubsidiary, or (ii) to theextent that his or her rights to purchase stock under all employee stock purchase plansof the Company and its subsidiaries accruesat a ratewhich exceedstwenty-five thousand dollars ($25,000)worthof stock (determined at the fair market value ofthe shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.
- Offering Periods.The Plan shall be implementedby consecutive Offering Periods with a new Offering Period commencing on or aroundFebruary 1 and August 1 of each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance withSection 20 hereof; provided, however, that the first Offering Period under the Plan shall commence on the first Trading Day on or after August 1, 2002 and end on the last Trading Day on or before January 31, 2003, and the second Offering Period hereunder shall commence on the first Trading Day on or after February 1, 2003 and end on the last Trading Day on or before July 31, 2003.The Board shall have the power to change the durationof Offering Periods (including the commencement dates thereof) with respect to futureofferings withoutstockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.
- Participation.
- Enrollment.An eligible Employee may become aparticipant in the Plan by completinga subscription agreement authorizing payroll deductions to this Plan and filing it with the Company'spayroll office prior to the applicableEnrollment Date.
- Payroll Deductions.Payroll deductionsfor a participant shall commence on the firstpayday following theEnrollment Date and shall end on the lastpayday in theOfferingPeriod to whichsuch authorization is applicable, unlesssoonerterminated by the participantas providedin Section 10 hereof.
- Payroll Deductions.
- At the time a participant files his or her subscription agreement,he or she shall elect to have payroll deductions madeon eachpay day during the Offering Period in an amount not less than one percent (1.0%) and notexceeding ten percent (10.0%) ofthe Compensationwhich he or she receiveson eachpay day during the Offering Period.
- All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.
- A participant may discontinue his or her participation in the Planas provided in Section 10 hereof, or may, on one occasion during the Offering Period,decrease (but not increase) the rate ofhis or her payroll deductions during the Offering Period by completing and filingwith the Companya new subscription agreement authorizing a change in payroll deduction rate. Thechange in rate shall be effective as soon as possibleafter the Company's receipt of the new subscription agreement. A participant's subscription agreement shall remain in effect for successive OfferingPeriods unless terminated as provided in Section 10 hereof.
- Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code andSection 3(b)hereof, aparticipant's payroll deductions may be decreased tozero percent (0%) atany time duringan Offering Period. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof.
- At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee.
- Grant of Option.On theEnrollment Date of each Offering Period, eacheligible Employee participating in such Offering Period shall be granted an option to purchaseon the Exercise Date of such Offering Period (at the applicable Purchase Price) up toa number of shares of the Company's CommonStock determined by dividing suchEmployee'spayroll deductions accumulatedprior to such Exercise Dateand retained in the Participant's account as of theExercise Date by the applicable Purchase Price; provided thatin no event shall an Employee be permitted to purchase duringeachOffering Period more than 1,000 shares (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject tothelimitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The Employee may accept the grant of such option by turning in a completed and signed subscription agreement to the Company on or prior to the first day of the Offering Period. The administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an employee may purchase during an Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.
- Exercise of Option.Unlessaparticipant withdraws from the Plan as provided inSection 10 hereof, his or her optionfor the purchaseofsharesshall be exercised automatically on the Exercise Date, and the maximum number of shares subject to optionshall be purchased for such participant at theapplicable Purchase Price with the accumulatedpayroll deductions in his or her account. Fractional shares may be purchased subject to the limitations set forth in Section 3(b). Any payroll deductions accumulated in a participant's account which are in excess of the amounts permissible for the purchase of shares authorized under Setion 3(b),shall be returned to the participant no later than the Exercise Date of the relevant Offering Period. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisableonly byhim or her.
- Delivery. As promptly as practicable aftereach Exercise Date on which a purchase of shares occurs, the Company shall arrange thedelivery to each participant, asappropriate,theshares purchased upon exercise of his or her option.
- Withdrawal.
- Aparticipant may withdraw all but not less than all the payroll deductions credited to his or her accountand not yet used to exercise his or her optionunderthe Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of theparticipant'spayroll deductions credited tohis or her accountshall be paidto such participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Periodshall be automatically terminated, and no further payroll deductions for the purchase of sharesshall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.
- A participant's withdrawal from anOffering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.
- Termination of Employment. Upon a participant's ceasing to be an Employeefor any reason,he or she shall be deemed to have elected to withdraw from the Plan and thepayroll deductions creditedto such participant's account during the Offering Period but not yet used to exercise the option shall be returnedto such participant or, in the case of his or her death, to the person or personsentitled thereto under Section 15 hereof,andsuch participant's option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant's customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.
- Interest. No interest shall accrueon the payroll deductions of a participant in thePlan.
- Stock.
- Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company's Common Stockwhich shall be made available for sale under the Plan shall be200,000 shares. If, on a given Exercise Date, the number of shareswith respect towhichoptionsare to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation oftheshares remaining available forpurchase inas uniforma manner as shall be practicableand as it shall determine to be equitable.
- The participant shall have no interest or voting right in shares covered by his optionuntil such option has been exercised.
- Sharesto be delivered to a participant under the Plan shall be registered in the name of theparticipant or in thename of theparticipant and his orher spouse.
- Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or itscommittee shall have fullandexclusive discretionary authority to construe, interpretand apply the terms ofthe Plan,to determine eligibilityand toadjudicate alldisputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.
- Designation of Beneficiary.
- A participant may file a written designation ofabeneficiary who is to receive anyshares andcash, if any, from theparticipant's account under the Plan in the event of suchparticipant's death subsequent toan Exercise Date on whichtheoption is exercised but prior todelivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash fromthe participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consentshall be required for such designation to be effective.
- Such designation of beneficiary may be changed by theparticipant at any time by written notice.In the eventof the death ofaparticipantand in the absence of abeneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of theparticipant,or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion,maydeliver such shares and/or cash to the spouse or toany one or more dependents or relatives of theparticipant, or if no spouse, dependent or relative is known to the Company, thento such otherperson as the Company may designate.
- Transferability. Neitherpayroll deductions credited toaparticipant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way(other than by will, the laws of descent and distribution or asprovided inSection 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, exceptthatthe Company may treat such act as an election to withdraw fundsfrom an Offering Periodin accordance withSection 10 hereof.
- Use of Funds. Allpayroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate suchpayroll deductions.
- Reports. Individual accountsshall be maintained for eachparticipant in the Plan. Statements of accountshall be given toparticipating Employees at least annually, which statements shall set forth theamounts ofpayroll deductions, thePurchase Price, the number of shares purchased and the remaining cash balance, if any.
- AdjustmentsUpon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.
- Changes in Capitalization.Subject to any required action by the stockholders of the Company, theReserves, the maximumnumber of shares eachparticipant may purchase per Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification oftheCommon Stock, or any other increase ordecrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.Except as expressly provided herein, noissuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares ofCommon Stock subject to an option.
- Dissolution or Liquidation.In the event of the proposed dissolution or liquidation of the Company, the Offering Periodthen in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately prior to the consummation of such proposeddissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.
- Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation,each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option,the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"). The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify eachparticipant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for theparticipant's option has been changed to theNew Exercise Date and that theparticipant's option shall be exercised automatically on the New Exercise Date, unless prior to such date theparticipant has withdrawn from the Offering Period as provided inSection 10 hereof.
- Amendment or Termination.
- The Boardof Directors of the Companymay at any timeand for any reasonterminate or amend the Plan. Except as provided inSection 19hereof, no such terminationcan affect options previously granted,provided that an Offering Period maybe terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 and Section 20 hereof, no amendmentmaymake any change in any option theretofore granted which adversely affects the rights of anyparticipant. To the extent necessary to comply withSection 423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtainshareholder approval in such a manner and to such a degree asrequired.
- Without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other thanU.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations orprocedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.
- In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:
- altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;
- shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and
- allocating shares.
- Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.
- Notices. All notices or other communications by aparticipant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company forthereceipt thereof.
- Conditions Upon Issuance of Shares.
- Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domesticor foreign, including, without limitation, the Securities Act of 1933, as amended, theSecuritiesExchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
- As a condition to the exercise ofan option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, sucharepresentation is required by any of the aforementioned applicable provisions of law.
- Term of Plan. The Planshall become effective uponthe earlier to occur ofits adoption by the Boardof Directors or its approval by the stockholders of the Company. It shall continue in effect for a term often (10) years unless sooner terminated underSection 20 hereof.
2002 EMPLOYEE STOCK PURCHASE PLAN
Original Application Enrollment Date:
Change in Payroll Deduction Rate
- _____________________________________ hereby elects to participate in the Plantronics, Inc., 2002 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.
- I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 1 to 10%) during the Offering Period in accordance with the Employee Stock Purchase Plan.
- I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.
- I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.
- Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse only): ______________________________.
- I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2- year holding period, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.
- I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.
- In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:
NAME: (Please print) (First) (Middle) (Last)
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ________________________
Spouse's Signature (If beneficiary other than spouse)
2002 EMPLOYEE STOCK PURCHASE PLAN