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EXHIBIT 10.8
[PLANTRONICS LOGO]
PLANTRONICS, INC.
1993 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees
and Consultants of the Company and its Subsidiaries and to promote the
success of the Company's business. Options granted under the Plan may be
Incentive Stock Options or Nonstatutory Stock Options, as determined by
the Administrator at the time of grant.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Administrator" means the Board or any of its Committees as shall
be administering the Plan in accordance with Section 4 hereof.
(b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any other country or
jurisdiction where Options are granted under the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the Compensation Committee appointed by the
Board in accordance with Section 4 hereof.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Company" means Plantronics Inc., a Delaware corporation.
(h) "Consultant" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to
such entity and who is compensated for such services and who does
not render such services as an Employee.
(i) "Director" means a member of the Board of Directors of the
Company.
(j) "Disability" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
(k) "Employee" means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in
the case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed
ninety (90) days, unless reemployment upon expiration of such
leave is guaranteed by contract (including certain Company
policies) or statute. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, on the
181st day of such leave any Incentive Stock Option held by the
Optionee shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock
Option. Neither service as a Director nor payment of a director's
fee by the Company shall be sufficient to constitute "employment"
by the Company.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
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PLANTRONICS, INC.
1993 STOCK OPTION PLAN
(m) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without
limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, 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 the last market trading day
prior to the time of determination, as reported in The Wall
Street Journal or such other source as the Administrator
deems reliable;
(ii) 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 mean between the high bid
and low asked prices for the Common Stock on the last
market trading day prior to the day of determination; or
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in
good faith by the Administrator in conjunction with a
qualified independent appraiser.
(n) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the
Code.
(o) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.
(p) "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(q) "Option" means a stock option granted pursuant to the Plan.
(r) "Option Agreement" means a written or electronic agreement between
the Company and an Optionee evidencing the terms and conditions of
an individual Option grant. The Option Agreement is subject to the
terms and conditions of the Plan.
(s) "Optioned Stock" means the Common Stock subject to an Option.
(t) "Optionee" means an Employee or Consultant who receives an
outstanding Option, or in the event of death or disability, such
individual's estate or personal representative, granted under the
Plan.
(u) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(v) "Plan" means this 1993 Stock Option Plan.
(w) "Section 16(b)" means Section 16(b) of the Securities Exchange Act
of 1934, as amended.
(x) "Service Provider" means an Employee or Consultant.
(y) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 11 below.
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1993 STOCK OPTION PLAN
(z) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the
Plan, the maximum aggregate number of Shares which may be subject to
option and sold under the Plan is 18,927,726 Shares. The Shares may be
authorized but unissued, or reacquired Common Stock, or both. If an
Option expires or becomes unexercisable without having been exercised in
full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the
Plan, upon exercise of either an Option, shall not be returned to the
Plan and shall not become available for future distribution under the
Plan.
4. Administration of the Plan.
(a) The Plan shall be administered by the Board or a Committee
appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by
the Board to such Committee, and subject to the approval of any
relevant authorities, the Administrator shall have the authority
in its discretion:
(i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(m) of the Plan;
(ii) to select the Service Providers to whom Options may from
time to time be granted hereunder;
(iii) to determine the number of Shares to be covered by each
such award granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions, of any Option
granted hereunder. Such terms and conditions are subject to
the provisions of this Plan and may include, but are not
limited to, the time or times when Options may be exercised
(which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or the
Common Stock relating thereto, based in each case on such
factors as the Administrator, in its sole discretion, shall
determine;
(vi) to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(e) instead of
Common Stock;
(vii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax
laws;
(viii) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to
be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the amount required to
be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by
Optionees to have Shares withheld for this purpose shall be
made in such form and under such conditions as the
Administrator may deem necessary or advisable; and
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PLANTRONICS, INC.
1993 STOCK OPTION PLAN
(ix) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.
(c) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and
binding on all Optionees.
5. Eligibility.
(a) Nonstatutory Stock Options may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.
(b) Each Option shall be designated in the Option Agreement as either
an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee
during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account
in the order in which they were granted. The Fair Market Value of
the Shares shall be determined as of the time the Option with
respect to such Shares is granted.
(c) Neither the Plan nor any Option shall confer upon any Optionee any
right with respect to continuing the Optionee's relationship as a
Service Provider with the Company, nor shall it interfere in any
way with his or her right or the Company's right to terminate such
relationship at any time, with or without cause.
(d) The following limitations shall apply to grants of Options:
(i) No Service Provider shall be granted in any fiscal year of
the Company, options to purchase more than 500,000 shares,
or 1,000,000 shares, if such Service Provider is a new
hire;
(ii) The foregoing limitations set forth in this Section 5(d)
are intended to satisfy the requirements applicable to
Options intended to qualify as "performance-based
compensation" (within the meaning of Section 162(m) of the
Code) and are subject to an automatic proportionate
increase in the event of an increase to either the Shares
issuable pursuant to the Plan or to the Shares issuable
pursuant to a particular Option under Sections 3 and 11
herein. In the event the Administrator determines that such
limitations are not required to qualify an Option as
performance-based compensation, the Administrator may
modify or eliminate such limitations.
6. Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 13 of the Plan.
7. Term of Option. The term of each Option shall be stated in the Option
Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the date
of grant or such shorter term as may be provided in the Option Agreement.
8. Option Exercise Price and Consideration.
(a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:
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PLANTRONICS, INC.
1993 STOCK OPTION PLAN
(i) In the case of an Incentive Stock Option
(1) granted to an Employee who, at the time of grant of
such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.
(2) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option
(1) granted to a Service Provider who, at the time of
grant of such Option, owns stock representing more
than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or
Subsidiary, the exercise price shall be no less than
110% of the Fair Market Value per Share on the date
of the grant.
(2) granted to any other Service Provider, the per Share
exercise price shall be no less than 100% of the
Fair Market Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted with
a per Share exercise price other than as required above
pursuant to a merger or other corporate transaction,
provided that shareholders' approval has been obtained for
all such grants.
(b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive
Stock Option, shall be determined at the time of grant). Such
consideration may consist of (1) cash, (2) check, (3) other Shares
which (x) in the case of Shares acquired upon exercise of an
Option, have been owned by the Optionee for more than six months
on the date of surrender, and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised, (4)
consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan, or
(5) any combination of the foregoing methods of payment, or (6)
such other consideration and method of payment for the issuance of
Shares to the extent permitted under Applicable Laws. In making
its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder.
(i) Any Option granted hereunder shall be exercisable according
to the terms hereof at such times and under such conditions
as determined by the Administrator and set forth in the
Option Agreement, but in no case prior to the first
anniversary of the date the Option is granted. An Option
may not be exercised for a fraction of a Share.
(ii) An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in
accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for
the Shares with
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PLANTRONICS, INC.
1993 STOCK OPTION PLAN
respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option
Agreement and allowable under Section 8(b) of the Plan.
Shares issued upon exercise of an Option shall be issued in
the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse. Until
the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive
dividends or any other rights as a shareholder shall exist
with respect to the Shares, notwithstanding the exercise of
the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for
which the record date is prior to the date the Shares are
issued, except as provided in Section 11 of the Plan.
(iii) Exercise of an Option in any manner shall result in a
decrease in the number of Shares thereafter available, both
for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.
(b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, such Optionee may exercise his or
her Option within such period of time as is specified in the
Option Agreement (of at least thirty (30) days) to the extent that
the Option is vested on the date of termination (but in no event
later than the expiration of the term of the Option as set forth
in the Option Agreement). In the absence of a specified time in
the Option Agreement, the Option shall remain exercisable for
ninety (90) days following the Optionee's termination. If, on the
date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
(c) Disability of Optionee. If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee
may exercise his or her Option within such period of time as is
specified in the Option Agreement (of at least six (6) months) to
the extent the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as
set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee's termination. If,
on the date of termination, the Optionee is not vested as to his
or her entire Option, the Shares covered by the unvested portion
of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(d) Death of Optionee. If an Optionee dies while a Service Provider,
the Option may be exercised within such period of time as is
specified in the Option Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Notice
of Grant), by the Optionee's estate or by a person who acquires
the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death.
In the absence of a specified time in the Option Agreement, the
Option shall remain exercisable for twelve (12) months following
the Optionee's termination. If, at the time of death, the Optionee
is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall immediately revert to
the Plan. The Option may be exercised by the executor or
administrator of the Optionee's estate or, if none, by the
person(s) entitled to exercise the Option under the Optionee's
will or the laws of descent or distribution. If the Option is not
so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to
the Plan.
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(e) Buyout Provisions. The Administrator may at any time offer to buy
out for a payment in cash or Shares, an Option previously granted,
based on such terms and conditions as the Administrator shall
establish and communicate to the Optionee at the time that such
offer is made.
10. Non-Transferability of Options. Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which
have been returned to the Plan upon cancellation or expiration of
an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, 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 of the Common
Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration
by the Company. The 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, no issuance
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 of Common Stock subject to an Option.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall
notify each Optionee at least thirty (30) days prior to the
effective date of such proposed transaction. The Administrator in
its discretion may provide for an Optionee to have the right to
exercise his or her Option until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be
exercisable. In addition, the Administrator may provide that any
Company repurchase option applicable to any Shares purchased upon
exercise of an Option shall lapse as to all such Shares, provided
the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been
previously exercised, an Option will terminate immediately prior
to the consummation of such proposed action.
(c) Merger or Asset Sale. In the event of a merger of the Company with
or into another corporation, or the sale of substantially all of
the assets of the Company, 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 Optionee shall fully
vest in and have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option becomes fully
vested and exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall
notify the Optionee in writing or electronically that the Option
shall be fully exercisable for a period of not less than thirty
(30) days from the date of such notice, and the Option shall
terminate upon the expiration of such period. For the purposes of
this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the
right to purchase or receive, for each Share of Optioned Stock
subject to the
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1993 STOCK OPTION PLAN
Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or
property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of
a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or sale of assets is not
solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject
to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per
share consideration received
12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the
Administrator. Notice of the determination shall be given to each Service
Provider to whom an Option is so granted within a reasonable time after
the date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the
rights of any Optionee under any grant theretofore made, without
his or her consent.
(b) Shareholder Approval. The Board shall obtain shareholder approval
with respect to any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of
any Optionee, unless mutually agreed otherwise between the
Optionee and the Administrator, which agreement must be in writing
and signed by the Optionee and the Company. Termination of the
Plan shall not affect the Administrator's ability to exercise the
powers granted to it hereunder with respect to Options granted
under the Plan prior to the date of such termination.
14. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares shall comply with Applicable
Laws and shall be further subject to the approval of counsel for
the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an
Option, the Administrator 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, such a
representation is required.
15. Reservation of Shares. The Company, during the term of this Plan, shall
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
16. Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.
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17. Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the
Plan is adopted and within twelve (12) months after the date of any
increase in the number of Shares available for issuance pursuant to the
Plan, to the extent required by Section 422 of the Code and the
regulations thereunder. Such shareholder approval shall be obtained in
the degree and manner required under Applicable Laws.
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