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Exhibit 4.4
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Resolutions adopted at a regular meeting of the Board of Directors of
Plantronics, Inc. held on November 4, 1996:

                         "EXECUTIVE STOCK PURCHASE PLAN

        Mr. Cecil proposed that the Board consider adopting an Executive Stock
Purchase Plan which would encourage ownership of the Company's Common Stock by
certain senior executives.  Mr. Cecil recommended that the eligible
participants be the CEO and all corporate vice presidents who participate in
the Company's Supplemental Bonus Plan and that the target ownership equal
two-times the CEO's base salary and one times the individual vice president's
base salary.  Mr. Cecil also recommended that the Plan be a voluntary plan in
which the Company would seek to encourage full participation by all eligible
executives.  The target ownership is expected to be achieved over a five year
period in annual increments of 20% or more.  Mr. Cecil then recommended various
vehicles that would be made available to the executives in order to obtain
ownership of the Company's stock including, but not limited to, purchasing the
stock with cash, exercising and holding vested stock options, purchasing the
stock through the Company's Deferred Compensation Plan, purchasing the stock
through an executive's Individual Retirement Account, and purchasing the stock
through the Company's 401K plan.  All stock would be purchased from the Company
and the Company's pool of treasury shares would be used to fund the sales.  Mr.
Cecil also recommended that a stock purchase loan program be approved whereby
the corporation would extend credit to the executive for funds sufficient to
purchase up to the target amount of Company stock.  This credit facility would
be evidenced by a promissory note bearing interest at the minimum rate allowed
by the Internal Revenue Service and secured by the common stock as well as a
personal guarantee.  Pending payment of the loan, the shares would be held by
the Company until the loan was paid in

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full.  Furthermore, Mr. Cecil recommended that the loan be payable in equal
installments on a bi-weekly basis over a five (5) year or lesser period as
designated by the participating executive.  The loan payments would be paid
through payroll deductions or on some other agreed upon periodic basis.  With
respect to the purchase price, Mr. Cecil recommended that a discount be offered
for all treasury shares sold, regardless of the purchase vehicle used by the
executive, equal to the greater of: 95% of the price set by the Board on an
annual basis or 85% of the fair market value of the stock on the date of the
transaction.  Mr. Cecil recommended that the Board set the purchase price for
1997 at $36.875.  However, if the fair market value falls below the Board's set
price then a 5% discount be given off the fair market value on the date of the
transaction.  Further, if stock is purchased through the executive's 401(k)
plan, only new contributions to the plan after January 1, 1997 can be used to
purchase stock.  Finally, Mr. Cecil recommended that this program go into
effect as of January 1, 1997.  Thereafter, there was a general discussion and
upon motion duly made, seconded, and unanimously carried, the following
resolutions were adopted:

        RESOLVED that the Company adopt a voluntary Executive Stock Purchase
        Plan under which the CEO and all corporate vice presidents who
        participate in the Company's Supplemental Bonus Plan (hereafter
        "Participating Executives") may voluntarily purchase Company Stock from
        the Company's pool of treasury shares.  The voluntary stock purchase
        plan shall have an effective date of January 1, 1997.

        RESOLVED FURTHER that, while voluntary in nature, Participating
        Executives are encouraged to purchase and hold Company stock.  The CEO
        is encouraged to acquire Company stock with a value of twice his annual
        Base Salary and the remaining Participating Executives are encouraged to
        acquire Company stock with a value equal to each participant's annual
        Base Salary. That target ownership is sought to be achieved over a five
        year period in annual increments of twenty percent (20%) or more.  For
        purposes of evaluating whether the target ownership levels are met,
        stock held independently through stock purchases, through the exercise
        of vested stock options granted by the Company, and stock held in the
        Company's Deferred Compensation Plan, the Company's Annual Profit
        Sharing/Individual Savings Plan (401k Plan) and the executive's
        Individual Retirement Account shall be aggregated.

        RESOLVED FURTHER that a discount be offered for all treasury shares sold
        under the voluntary purchase program equal to the greater of: 95% of the
        price set by the Board on an annual basis or 85% of the fair market
        value of the stock on the date of the transaction.  However, if the fair
        market value falls below the Board's annual set
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        price, then a 5% discount off the fair market value on the date of the
        transaction will apply.

        RESOLVED FURTHER that the annual purchase price for 1997 is set at
        $36.875.

        RESOLVED FURTHER that the Company institute a stock purchase loan
        program whereby the Company will extend credit to the Participating
        Executives for funds sufficient to purchase up to the target amount of
        Company stock under the voluntary stock purchase program at the lowest
        IRS permissible interest rate allowed.

        RESOLVED FURTHER that the Officers of this Company are further
        authorized and directed to execute all documents and to take all actions
        that they deem necessary or advisable to consummate the adoption and
        administration of the aforementioned Plan."