<PAGE> 1
As filed with the SEC on March 25, 1997
Registration No. 333-19351
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------
DELAWARE 77-0207692
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-----------------------
EXECUTIVE STOCK PURCHASE PLAN,
PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN,
AND PLANTRONICS, INC. BASIC DEFERRED COMPENSATION PLAN
(FULL TITLES OF THE PLANS)
-----------------------
ROBERT S. CECIL
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PLANTRONICS, INC.
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
408-426-6060
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------
Copies to:
Eric John Finseth, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- ----- ----- ---
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value........ 350,000 shares $38.04 (1) $13,314,000 $4,034.55
Interests in the Plantronics, Inc.
Annual Profit Sharing/Individual
Savings Plan (2)
Interests in the Plantronics, Inc.
Basic Deferred Compensation Plan (3)
</TABLE>
(1) Estimated as of the January 7, 1997 original filing date of the Registrant's
Registration Statement on Form S-8, Reg. No. 333-19351, in accordance with Rule
457(h) promulgated under the Securities Act of 1933, as amended, solely for the
purpose of calculating the total registration fee. The average of the high and
low per share sale prices of the Common Stock as reported on the New York Stock
Exchange on December 31, 1996 was $44.75. In this price range, the Plan's
formula for determining the purchase price of the stock yields a per share price
to participating employees equal to 85% of $44.75, or $38.04.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate amount of interests
in the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan. Pursuant
to Rule 457(h)(2), no separate filing fee is required with respect to such
interests.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate amount of
interests in the Plantronics, Inc. Basic Deferred Compensation Plan. Pursuant
to Rule 457(h)(2), no separate filing fee is required with respect to such
interests.
2
<PAGE> 3
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference into
this Post-Effective Amendment No. 1 to the Registration Statement:
ITEM 3(a)
The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 30, 1996, filed on June 27, 1996 pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
ITEM 3(b)
The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 29, 1996, filed on August 14, 1996, as
amended by Amendment No. 1 to such Quarterly Report on Form 10-Q/A,
filed on August 28, 1996 pursuant to Section 13 of the Exchange Act.
The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 28, 1996, filed on November 11, 1996
pursuant to Section 13 of the Exchange Act.
The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 28, 1996, filed on February 6, 1997
pursuant to Section 13 of the Exchange Act.
ITEM 3(c)
The description of the Company's Common Stock as set forth in
the Company's Registration Statement on Form S-1, Reg. No. 33-70744,
filed on October 20, 1993, as amended by Amendment No. 1, filed on
November 30, 1993, Amendment No. 2, filed on December 27, 1993, and
Amendment No. 3, filed on January 18, 1994.
Item 1 of the Registrant's Registration Statement on Form 8-A,
filed on December 20, 1993, as amended by Amendment No. 1 to such
Registration Statement on Form 8-A/A, filed on January 14, 1994
pursuant to Section 12 of the Exchange Act.
All documents subsequently filed by the Registrant or by the
Registrant's Annual Profit Sharing/Individual Savings Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
3
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------------------------------------------------------------
<S> <C>
4.1* Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan.
4.2* Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan.
4.3* Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust.
4.4 Resolutions of the Board of Directors of Plantronics, Inc.
Concerning Executive Stock Purchase Plan.
4.5 Plantronics, Inc. Basic Deferred Compensation Plan, as
amended August 8, 1996.
4.6 Trust Agreement Under the Plantronics, Inc. Basic Deferred
Compensation Plan.
4.7 Plantronics, Inc. Bsaic Deferred Compensation Plan
Participant Election.
24.1* Consent of Independent Accountants.
24.2* Consent of Counsel.
24.3 Consent of Independent Accountants to Amendment No. 1.
25.1 Power of Attorney (see page 6 of Registration Statement on
Form S-8, Reg. No. 333-19351, filed on January 7, 1997).
______________
* Previously filed.
</TABLE>
ITEM 9.UNDERTAKINGS
A. The undersigned Registrant and Plan hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4
<PAGE> 5
B. The undersigned Registrant and Plans hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the annual reports of the Plantronics, Inc.
Annual Profit Sharing/Individual Savings Plan and the Plantronics, Inc. Basic
Deferred Compensation Plan pursuant to Section 15(d) of the Exchange Act, that
are incorporated by reference in the Registration Statement, shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
D. Pursuant to Item 8(b) of Form S-8, the Registrant undertakes that it will
submit or has submitted the Plantronics, Inc. Annual Profit Sharing/Individual
Savings Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code of
1986, as amended.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant,
Plantronics, Inc., a corporation organized and existing under the laws of the
State of Delaware, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Cruz, State of California, on March 25,
1997.
PLANTRONICS, INC.
By: /s/ Mark Nelson
-------------------------------
Mark Nelson,
Corporate Controller and
Acting Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert S. Cecil* Chairman of the Board, Chief March 25, 1997
- ----------------------------- Executive Officer, and President
(Robert S. Cecil) (Principal Executive Officer)
/s/ Mark Nelson Corporate Controller and Acting March 25, 1997
- ----------------------------- Chief Financial Officer (Principal
(Mark Nelson) Financial Officer and Principal
Accounting Officer)
/s/ Richard D. Banziger* Director March 25, 1997
- ---------------------------
(Richard D. Banziger)
/s/ M. Saleem Muqaddam* Director March 25, 1997
- ----------------------
(M. Saleem Muqaddam)
/s/ John Mowbray O'Mara* Director March 25, 1997
- -----------------------
(John Mowbray O'Mara)
/s/ Trude C. Taylor* Director March 25, 1997
- ----------------------------
(Trude C. Taylor)
/s/ J. Sidney Webb* Director March 25, 1997
- ----------------------------
(J. Sidney Webb)
/s/ David A. Wegmann* Director March 25, 1997
- ----------------------------
(David A. Wegmann)
*By: /s/ John A. Knutson Vice President-Legal, March 25, 1997
- ----------------------------- Senior General Counsel
(John A. Knutson,) and Secretary
(Attorney-in-Fact)
</TABLE>
<PAGE> 7
Pursuant to the requirements of the Securities Act, the Plan Committee
appointed by the Administrator of the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan to administer the Plan, has caused this
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-8, Reg. No. 333-19351, originally filed on January 7, 1997, to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Cruz, State of California, on March 25, 1997.
PLANTRONICS, INC. ANNUAL PROFIT SHARING/
INDIVIDUAL SAVINGS PLAN
By: /s/ John A. Knutson
-----------------------------------
John A. Knutson,
member of the Plan Committee
Pursuant to the requirements of the Securities Act, the Plan Committee
appointed by the Administrator of the Plantronics, Inc. Basic Deferred
Compensation Plan to administer the Plan, has caused this Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-8, Reg.
No. 333-19351, originally filed on January 7, 1997, to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Santa Cruz, State
of California, on March 25, 1997.
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
By: /s/ John A. Knutson
-----------------------------------
John A. Knutson,
member of the Plan Committee
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document
------ --------
<S> <C>
4.1* Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan.
4.2* Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan.
4.3* Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust.
4.4 Resolutions of the Board of Directors of Plantronics, Inc.
Concerning Executive Stock Purchase Plan.
4.5 Plantronics, Inc. Basic Deferred Compensation Plan, amended
August 8, 1996.
4.6 Trust Agreement Under the Plantronics, Inc. Basic Deferred
Compensation Plan.
4.7 Plantronics, Inc. Basic Deferred Compensation Plan
Participant Election.
24.1* Consent of Independent Accountants.
24.2* Consent of Counsel.
24.3 Consent of Independent Accountants to Amendment No. 1.
25.1 Power of Attorney (see page 6 of Registration Statement
on Form S-8, Reg. No. 333-19351, filed on January 7, 1997).
______________
* Previously filed.
</TABLE>
<PAGE> 1
Exhibit 4.4
- -----------
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
<PAGE> 2
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
<PAGE> 3
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."
<PAGE> 1
Exhibit 4.5
- -----------
Page 1
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
Purpose of Plan
The purpose of this Plantronics, Inc. Basic Deferred Compensation Plan
is to establish a supplementary employee retirement plan for the benefit of a
select group of management or highly compensated employees of Plantronics, Inc.
and its affiliates (hereinafter, the "Company").
ARTICLE
DEFINITIONS
Definitions. As used herein, the following definitions shall
apply:
"Account" means a Participant's deferred compensation
account established pursuant to Section 3.3.
"Administrator" means the Board or its Committee, as
shall be administering the Plan from time to time pursuant to Section 4 of the
Plan.
"Board" means the Board of Directors of the Company.
"Committee" means a Committee in accordance with
Section 4 of the Plan.
"Company" means Plantronics, Inc. and its parent and
subsidiary corporations, whether now or hereafter existing.
"Deferred Compensation Agreement" means an agreement,
between a Participant and the Company, respecting the Participant's election to
defer compensation pursuant to the Plan.
"Disability" means a Participant's total and
permanent disability, as defined in Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended.
"Effective Date" means September 1, 1994.
"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.
"Payment Date" means, with respect to each
Participant, the earlier of (i) the date established by the Participant in his
or her Deferred Compensation Agreement for distribution of all or a portion of
his or her Account as may be specified therein, (ii) the Participant's
Termination Date, or (iii) the Early Distribution Date pursuant to Section
6.1(b), if applicable.
<PAGE> 2
Page 2
"Participant" means an executive employee of the
Company who, subject to the discretion of the Administrator, elects to make an
election under Section 3.1 hereof.
"Plan" means this Plantronics, Inc. Basic Deferred
Compensation Plan.
"Termination Date" means, with respect to a
Participant, the date of the Participant's termination of employment with the
Company for any reason, including death or Disability.
Applicable Law.
To the extent not preempted by the laws of the United States, the laws
of the State of California shall be the controlling law in all matters relating
to the Plan.
Application of ERISA.
This Plan is maintained by the Company primarily for the purpose of
providing deferred compensation for a select group of highly compensated
employees, and is not subject to the minimum vesting, funding and participation
requirements of ERISA.
ARTICLE
ESTABLISHMENT OF PLAN
Establishment of Plan. The Company hereby establishes a
deferred compensation plan to be known as the "Basic Deferred Compensation
Plan" (the "Plan"), as set forth in this document. The purposes of the Plan
are as set forth above.
Applicability of Plan. The benefits provided by this Plan
shall be available to the executives of the Company who, from time to time, are
selected by the Administrator to participate in the Plan.
Contractual Right to Benefits. The Plan establishes in each
Participant a contractual right to the benefits to which he or she is entitled
hereunder, enforceable by the Participant against the Company. However, no
Participant shall have an interest in any amounts withheld or credited under
the Plan until such amounts are distributed in accordance with the Plan. All
amounts withheld or otherwise held for the account of a Participant shall
remain the sole property of the Company, subject to the claims of its general
creditors and available for its use for whatever purposes are desired. With
respect to amounts withheld or otherwise held for the account of a Participant,
the Participant is merely a general creditor of the Company; the obligation of
the Company hereunder is purely contractual and shall not be funded or secured
in any way.
ARTICLE
CONTRIBUTIONS; ACCOUNTS
<PAGE> 3
Page 3
Participant Elections.
Deferral Election. Subject to the terms and
conditions of the Plan and to such other conditions as the Administrator shall
determine, the Administrator may extend to eligible employees of the Company
the opportunity to participate in the Plan. Any such employee who wishes to
participate in the Plan must make a written election to participate,
authorizing the Company to withhold an amount (or percentage) of the
Participant's future compensation (the "Deferral Election") subject to the
terms and conditions of this Plan. In connection therewith, the Participant
shall execute a Deferred Compensation Agreement on a form substantially similar
to Exhibit A hereto, authorizing the Company to withhold an amount (or
percentage) of the Participant's compensation which would otherwise be paid to
the Participant with respect to services rendered as part of his or her
compensation. This withholding election shall remain in effect from year to
year with respect to future compensation earned by the Participant and shall be
applied automatically to future compensation which would otherwise be payable
to the Participant for each subsequent calendar year of service in the absence
of such Deferral Election until the Participant's Payment Date. A Participant
may discontinue the Deferral Election at any time and may modify the deferral
amount (or percentage) at least twice per calendar year at such time or times
as the Administrator shall determine; however, unless otherwise determined by
the Administrator, no other modifications to the Deferral Election may be made
after the commencement of the calendar year with respect to which the Deferral
Election relates.
Allocation. All amounts withheld pursuant to a
Participant's Deferral Election elections hereunder shall be credited to the
Participant's Account maintained in accordance with Section 3.3 hereof, on the
dates such amounts would have been payable in the absence of such elections.
Company Contributions. Notwithstanding any other provisions
of this Plan, the Company shall have the right to contribute, at the discretion
of the Board of Directors of the Company, additional amounts to the Plan for
the benefit of any Participant. For all purposes under this Plan, any such
contribution shall be treated in the same manner as compensation withheld by
the Company pursuant to a Participant's Deferral Election. Any amounts
contributed by the Company pursuant to this paragraph shall be credited to the
Participants' Accounts maintained in accordance with Section 3.3 hereof.
Deferred Compensation Accounts. The Company will create an
Account on its books for each Participant. The Account shall reflect, with
respect to each Participant, the compensation withheld or contributed by the
Company on behalf of such Participant, subject to adjustment to reflect
investment income and losses.
Authorized Investments. All amounts credited to Participants'
Accounts shall be invested by the Company pursuant to Participant investment
direction among the investments listed in Schedule A, to the extent such
investments are permitted by the Company's charter and applicable laws;
provided, however, that the Company may, in its discretion, invest all or part
of the amounts credited to the Accounts in other similar or different types of
investments or may elect not to make any investments at all. Should the
Company elect, in the exercise of its sole discretion, not to make the Schedule
A or any similar or different investments, then the Accounts of Participants
shall nevertheless be
<PAGE> 4
Page 4
adjusted from time to time in accordance with the provisions of this Plan to
the same extent as if the Schedule A investments had actually been made.
Identification of Account Investment. Investments made by the
Company in accordance with Section 3.4 are or will be described by the Company
in Schedule A, as applicable, to the Plan (which are hereinafter referred to as
the "Lists" and are hereby made a part of the Plan), and investments held by
the Company will be deemed made by the Company only if, and so long as, they
are and continue to be described on the Lists. The Company may, in its sole
discretion, establish limitations and procedures relating to Plan investments
and Participant investment directions, and may add to and remove investments
from the Lists at any time, except that the Company may add only those
investments which it specifically purchases for the purpose of investing for
the benefit of amounts credited to Participants' Accounts.
Investment Income and Losses. At such date or dates as the
Administrator shall, in its discretion, determine, but in any event no less
frequently than annually, Participants' Accounts will be increased by the net
amount, if any, of all income and gains realized by the Company from
investments on the Lists, and Participants' Accounts will also be decreased by
the net amount, if any, of all losses realized from such investments prior to
any such date and by the amount of all administrative expenses incurred prior
to such date in the management and investment of the amounts so reflected in
each Account.
Status of Investments. All investments made by the Company or
its agent under this Section will be deemed made solely for the purpose of
aiding the Company in measuring its obligations under the Plan. The Company
will be named sole owner of all such investments and of all rights and
privileges conveyed by the instruments evidencing such investments. The terms
of the Plan place no obligation upon the Company or its agent to invest (or to
continue to invest) in one or more specific assets, to liquidate any particular
investment, or to apply in any specific manner the proceeds from the sale,
liquidation, or maturity of any particular investment. The terms of the Plan
shall not be deemed to create a trust of any kind or any fiduciary relationship
or escrow account. Finally, nothing stated herein is to cause such investments
to be treated as anything but the general assets of the Company, nor is
anything stated herein to be construed so as to grant or convey to any
Participant or his or her beneficiaries any ownership interest, whether vested,
secured or preferred, in any of the particular investments made by the Company
hereunder.
Statements to Participants. Each Participant shall, at least
quarterly, receive from the Company a written statement of the total amounts
credited to his or her Account as well as the identity, earnings and the sale
or liquidation value of each investment made pursuant to this Plan.
ARTICLE
PLAN ADMINISTRATION
Administration of the Plan. The Plan shall be administered by
(i) the Board, or (ii) a Committee designated by the Board to administer the
Plan.
<PAGE> 5
Page 5
Procedure. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefor, fill vacancies, however caused, and remove all members
of the Committee and thereafter directly administer the Plan.
Powers of the Administrator. Subject to the
provisions of the Plan, the Administrator shall have the authority, in its
discretion: (i) to withhold a Participant's compensation pursuant to the
Participant's Deferral Election and in accordance with the terms of the
Participant's Deferred Compensation Agreement; (ii) to determine a
Participant's Termination Date; (iii) to determine a Participant's Payment
Date; (iv) to establish reasonable limitations and restrictions relating to
Participant Deferral Elections, investment directions and the like, which the
Committee, in its discretion, deems necessary or appropriate for the proper
administration of the Plan; (v) to approve forms of agreement for use under the
Plan; (vi) to authorize any person to execute on behalf of the Company any
instrument required to effectuate a Participant's election; and (vi) to make
all other determinations deemed necessary or advisable for the administration
of the Plan.
Effect of Decisions by the Administrator. In its
administration of the Plan, the Administrator shall have broad discretionary
authority to construe and interpret the Plan. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Participants.
ARTICLE
VALUATION AND PAYMENT OF BENEFITS
Value of Account. Unless otherwise determined by the
Administrator, all investments described on the List will, for the purposes of
the Plan, be carried at cost until they are sold, liquidated or distributed, at
which time Participants' Accounts will be adjusted to reflect any net income,
gains or losses realized from any such sale or liquidation. Then, on the
Payment Date, the Company will make the following adjustments:
Participants' Accounts will be adjusted in accordance
with Section 3.6 of the Plan to reflect those transactions involving
investments on the List which occurred on or before such valuation
date and for which no adjustment has yet been made under said Section.
Participants' Accounts will be similarly adjusted to
reflect all net income, gains and losses not yet realized from the
investments on the List, but which would be realized if such
investments were sold or liquidated on such valuation date. The sale
or liquidation value of any such investment on such date (where the
investment is not actually sold or liquidated) will be assumed to be
the average of the high and low prices quoted for that investment on
such valuation date); provided, however, that if this information is
not readily available, the value will be assumed to be the redemption
or liquidation value which would be paid by the obligor, as stated in
the instrument evidencing the investment, if such investment were
actually surrendered for cash to the obligor on such date.
<PAGE> 6
Page 6
ARTICLE
DISTRIBUTION OF BENEFITS
Payment of Deferred Compensation.
General Rule. Each Participant's Account shall be
subject to distribution in accordance with this Section 6.1 within ninety (90)
days of the Participant's Payment Date. Such amount shall be paid in a lump
sum or, if elected by the Participant in the Participant's Deferred
Compensation Agreement, in equal, semi-annual installments over the period
specified in such Election.
Early Distribution Date. Notwithstanding anything in
the Plan to the contrary, a Participant may, to the extent permitted by the
Administrator, specify a distribution date (an "Early Distribution Date") in
his or her Deferred Compensation Agreement, pursuant to which the amount
credited to the Participant's Account becomes distributable upon a decline in
the Company's financial strength as specified by the Participant in his or her
Deferred Compensation Agreement; provided, however, that no such distribution
shall be made if the Administrator reasonably determines that any such
distribution will likely (i) cause the Company to default or violate any of its
debt covenants under any of its credit or financing agreements, or (ii) force
the Company to file for bankruptcy prematurely. A distribution made pursuant
to this Section 6.1(b) shall occur as soon as reasonable practicable after such
event, but in no event more than thirty (30) calendar days after the Early
Distribution Date. Amounts that are distributable upon an Early Distribution
Date shall be paid in a lump sum, including amounts otherwise distributable in
installments.
Hardship Withdrawal. Notwithstanding any other
provisions of the Plan to the contrary, upon a finding by the Administrator in
its sole discretion that an unanticipated emergency that is caused by an event
beyond the control of the Participant (other than a member of the
Administrator) or beneficiary has occurred and that such emergency would result
in severe financial hardship to such Participant or beneficiary if early
distribution were not permitted, the Administrator may make a current
distribution of all or a portion of the amounts deferred and credited to the
Participant's Account. The amount which may be distributed pursuant to this
Section 6(c) shall not exceed the amount necessary to meet such financial
hardship as determined by the Administrator in its sole discretion. The
Administrator shall have the right to require such Participant or beneficiary
to submit such documentation as it deems appropriate for the purpose of
determining the existence, cause and extent of such financial hardship.
Beneficiaries. All amounts credited to a Participant's
Account hereunder shall be paid in the event of his or her death to the
beneficiaries designated by such Participant, which designation may be revoked
or amended by the Participant prior to death and without the consent of the
prior beneficiary. Such payment or distribution shall commence within ninety
(90) days following the date of such Participant's death. Notwithstanding any
other provision in this Plan to the contrary, in the event that no such
beneficiary designation has been given hereunder prior to the time of death or
such beneficiary has predeceased the Participant, the Participant's elections,
if any, shall be disregarded and the amount credited hereunder shall be paid or
distributed in a lump sum to the Participant's estate within ninety
<PAGE> 7
Page 7
(90) days following such Participant's death.
ARTICLE
EMPLOYMENT AND OTHER RIGHTS
Other Benefits. The provisions of this Plan shall in no way
reduce any amounts otherwise payable, or in any way diminish the Participant's
rights as an employee of the Company, whether existing now or hereafter, under
any benefit, incentive, retirement, stock option, stock bonus, stock purchase
plan, or any employment agreement or other plan or arrangement.
Employment and Other Rights. This Plan shall not create any
rights in any Participant to continue in employment with the Company for any
length of time, nor does it create any rights in any Participant or his or her
beneficiaries or any obligation on the part of the Company, other than those
expressly set forth herein. This Plan is solely between the Company and the
Participants. Each Participant and his or her beneficiaries will have recourse
only against the Company for enforcement.
Successor to Company. The Company shall require any successor
or assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Company,
expressly and unconditionally to assume and agree to perform the Company's
obligations under this Plan, in the same manner and to the same extent that the
Company would be required to perform if no such succession or assignment had
taken place. In such event, the term "Company," as used in this Plan, shall
mean the Company as hereinbefore defined and any successor or assignee to the
business or assets which by reason hereof becomes bound by the terms and
provisions of this Plan.
ARTICLE
AMENDMENT AND TERMINATION
Amendment and Termination. The Plan may be terminated or
amended in any respect by resolution adopted by a majority of the Board of the
Company; provided, however, that no such action shall in any way prejudice
Participants' rights under the Plan with respect to their Accounts. Upon Plan
termination, all amounts credited to Participants' Accounts shall be
distributed within sixty (60) days of such termination.
Form of Amendment. The form of any proper amendment or
termination of the Plan shall be a written instrument signed by a duly
authorized officer or officers of the Company, certifying that the amendment or
termination has been approved by the Board. A proper amendment of the Plan
automatically shall effect a corresponding amendment to all Participants'
rights hereunder.
ARTICLE
MISCELLANEOUS
Plan Expenses. All expenses of the Plan shall be borne by the Company.
<PAGE> 8
Page 8
Other Company Plans. No amount of a Participant's
compensation shall, during the period in which such compensation is deferred
hereunder, be included as compensation for purposes of participation in or
accrual of benefits under the Company's Annual Profit- Sharing/Individual
Savings Plan or such other Company benefit plans or programs as the
Administrator may, in its discretion, identify. Each Participant acknowledges
that his or her deferral of compensation under the Plan may have the effect of
reducing his or her profit sharing allocation under any such plan.
Applicable Law. To the extent not preempted by ERISA, this
Plan and any agreements created hereunder shall be construed and regulated by
the laws of the state of California.
<PAGE> 9
Page 9
SCHEDULE A
Date:
Authorized Investments: Any publicly traded investment or security for which
the market value can be readily established.
<PAGE> 10
Page 10
[Deferral Election]
[1995]
EXHIBIT A
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
Participant Election
Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060
In accordance with the Plantronics, Inc. Basic Deferred Compensation
Plan (the "Plan"), a copy of which has previously been furnished to me, I
hereby make the following election with respect to compensation earned by me
after the effective date of the Plan:
Amount (or percentage) to be deferred, subject to a minimum annual
deferral of $2,500 and a maximum annual deferral of 25% of eligible
compensation:
Base Salary:
Bonus:
Date upon which payment of deferred amounts will commence, subject to
earlier distribution as provided in Section 6.1 of the Plan (e.g.,
termination of employment, death):
Manner in which payment of deferred amounts shall be made:
lump sum
installments (in equal, semi-annual installments over
a period not to exceed 15 years)
I understand that the foregoing election shall remain in effect for
the remainder of 1994 and for each succeeding calendar year until this election
is earlier terminated in accordance with the terms of the Plan. I understand
that the election made as indicated herein is irrevocable.
Date Signature
Address Print Name
Telephone
Received and Accepted by Plantronics, Inc.
<PAGE> 11
Page 11
By: Date
Title:
<PAGE> 12
Page 12
EXHIBIT B
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
Beneficiary Designation Form
Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060
Gentlemen:
In the event of my death prior to the commencement of payments under
the Plantronics, Inc. Deferred Basic Compensation Plan, the following
beneficiary (or beneficiaries) shall receive the payments, if any, to which I
may be entitled under the Plan.
Beneficiary or Beneficiaries:
I understand that my designation of my beneficiary (or beneficiaries)
may not be amended except by written notice filed with_____________________
____ at the Company.
Date Signature
Print Name
<PAGE> 1
Exhibit 4.6
- -----------
TRUST AGREEMENT UNDER
THE PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
WHEREAS, Plantronics, Inc. ("Company") has adopted the Plantronics,
Inc. Basic Deferred Compensation Plan (the "Plan");
WHEREAS, Company wishes to establish a trust (hereinafter "Trust") and
to contribute to the Trust assets that shall be held therein, subject to the
claims of Company's creditors in the event of Company's Insolvency, as defined
in Section 3(a), until paid to Plan participants and their beneficiaries in such
manner and at such times as specified in the Plan;
WHEREAS, Company has appointed Thomas A. Suchevits trustee of the Trust
("Trustee"), and Thomas A. Suchevits has agreed to serve in such capacity;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
WHEREAS, it is the intention of Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plan;
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
Section 1. Establishment of Trust.
(a) Company hereby deposits with Trustee in trust $100, which shall
become the principal of the Trust to be held, administered and disposed of by
Trustee as provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor of which Company is the
grantor, within the meaning of subpart E, part I, subchapter I, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used solely for the
uses and purposes of Plan participants and general creditors as herein set
forth. Plan participants and their beneficiaries shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plan and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's general
creditors under federal and state law in the event of Insolvency.
-1-
<PAGE> 2
(e) Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property in trust with Trustee
to augment the principal to be held, administered and disposed of by Trustee as
provided in this Trust Agreement. Neither Trustee nor any Plan participant or
beneficiary shall have any right to compel such additional deposits.
Section 2. Payments to Plan Participants and Their Beneficiaries.
(a) Company shall deliver to Trustee a schedule (the "Payment
Schedule") that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula or other
instructions acceptable to Trustee for determining the amounts so payable, the
form in which such amount is to be paid (as provided for or available under the
Plan), and the time of commencement for payment of such amounts. Except as
otherwise provided herein, Trustee shall make payments to the Plan participants
and their beneficiaries in accordance with such Payment Schedule. The Trustee
shall make provision for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plan and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by Company.
(b) The entitlement of a Plan participant or his or her beneficiaries
to benefits under the Plan shall be determined by Company or such party as it
shall designate under the Plan, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plan.
(c) Company may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plan. Company
shall notify Trustee of its decision to make payment of benefits directly prior
to the time amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.
Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When
Company is Insolvent.
(a) Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section l(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth
below.
(1) The Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing of Company's
Insolvency. If a person claiming to be a creditor of
-2-
<PAGE> 3
Company alleges in writing to Trustee that Company has become Insolvent, Trustee
shall determine whether Company is Insolvent and, pending such determination,
Trustee shall discontinue payment of benefits to Plan participants or their
beneficiaries.
(2) Unless Trustee has actual knowledge of Company's
Insolvency, or has received notice from Company or a person claiming to be a
creditor that Company is Insolvent, Trustee shall have no duty to inquire
whether Company is Insolvent. Trustee may in all events rely on such evidence
concerning Company's solvency as may be furnished to Trustee and that provides
Trustee with a reasonable basis for a determination concerning Company's
solvency.
(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
Company's general creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Plan participants or their beneficiaries to pursue their
rights as general creditors of Company with respect to benefits due under the
Plan or otherwise.
(4) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this Trust
Agreement only after Trustee has determined that Company is not Insolvent (or is
no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.
Section 4. Payments to Company. Except as provided in Section 3 hereof, after
the Trust has become irrevocable, Company shall have no right or power to direct
Trustee to return to Company or to divert to others any of the Trust assets
before all payment of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plan.
Section 5. Investment Authority. Trustee shall invest the assets of the Trust in
accordance with the directions of the Company, provided that, if the Company
fails to so direct, then the Trustee shall invest the assets of the Trust in any
short-term investment fund (such as a money market fund) as the Trustee shall
determine in its sole discretion.
Section 6. Disposition of Income. During the term of this Trust, all income
received by the Trust, net of expenses and taxes, shall be accumulated and
reinvested.
Section 7. Accounting by Trustee. Trustee shall keep accurate and detailed
records of all investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be agreed upon in
writing between Company and Trustee. Trustee shall not be
-3-
<PAGE> 4
responsible for keeping participant-level records within the Trust. Within 90
days following the close of each calendar year and within 90 days after the
removal or resignation of Trustee, Trustee shall deliver to Company a written
account of its administration of the Trust during such year or during the period
from the close of the last preceding year to the date of such removal or
resignation, setting forth all investments, receipts, disbursements and other
transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases
or sales (accrued interest paid or receivable being shown separately), and
showing all cash, securities and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as the case may be.
The Trustee shall not be liable for errors in such written account unless the
Company makes known to the Trustee in writing, within the 60-day period
beginning on the date the written account was received by the Company, of the
existence of such errors.
Section 8. Responsibility of Trustee.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, provided, however, that
Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Company which is contemplated by, and
in conformity with, the terms of the Plan or this Trust and is given in writing
by Company. In the event of a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction to resolve the dispute.
(b) If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments. If Company does not pay such costs, expenses and liabilities in a
reasonably timely manner, Trustee may obtain payment from the Trust.
(c) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.
(d) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred on
Trustee by applicable law, unless expressly provided otherwise herein, provided,
however, that if an insurance policy is held as an asset of the Trust, Trustee
shall have no power to assign the policy (as distinct from conversion of the
policy to a different form) other than to a successor Trustee.
(f) However, notwithstanding the provisions of Section 8(e) above,
Trustee may loan to Company the proceeds of any borrowing against an insurance
policy held as an asset of the Trust.
-4-
<PAGE> 5
(g) Notwithstanding any powers granted to Trustee pursuant to this
Trust Agreement or to applicable law, Trustee shall not have any power that
could give this Trust the objective of carrying on a business and dividing the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
Section 9. Compensation and Expenses of Trustee. Company shall pay all
administrative and Trustee's fees and expenses. If not so paid, the fees and
expenses shall be paid from the Trust.
Section 10. Resignation and Removal of Trustee.
(a) Trustee may resign at any time by written notice to Company, which
shall be effective 30 days after receipt of such notice unless Company and
Trustee agree otherwise.
(b) Trustee may be removed by Company on 30 days notice or upon shorter
notice accepted by Trustee.
(c) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The transfer shall be completed within 30 days after receipt of notice
of resignation, removal or transfer, unless Company extends the time limit.
(d) If Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof by the effective date of resignation or
removal under paragraphs (a) or (b) of this Section. If no such appointment has
been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.
Section 11. Appointment of Successor.
(a) If Trustee resigns or is removed in accordance with Section 10(a)
or (b) hereof, Company may appoint any third party, such as a bank trust
department or other party including any individual, as a successor to replace
Trustee upon resignation or removal. The appointment shall be effective when
accepted in writing by the new Trustee, who shall have all of the origins and
powers of the former Trustee, including ownership rights in the Trust assets.
The former Trustee shall execute any instrument necessary or reasonably
requested by Company or the successor Trustee to evidence the transfer.
(b) If Trustee resigns or is removed pursuant to the provisions of
Section 10(c) hereof and selects a successor Trustee, Trustee may appoint any
third party such as a bank trust department or other party that may be granted
corporate trustee powers under state law. The appointment of a successor Trustee
shall be effective when accepted in writing by the new Trustee. The new Trustee
shall have all the rights and powers of the former Trustee, including ownership
rights in Trust assets. The former Trustee shall execute any instrument
necessary or reasonably requested by the successor Trustee to evidence the
transfer.
-5-
<PAGE> 6
(c) The successor Trustee need not examine the records and acts of any
prior Trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and
Company shall indemnity and defend the successor Trustee from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event, or any condition existing at the time it becomes successor
Trustee.
Section 12. Amendment or Termination.
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plan or shall make the Trust
revocable after it has become irrevocable in accordance with Section 1(b)
hereof.
(b) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plan. Upon termination of the Trust any assets remaining in
the Trust shall be returned to Company.
Section 13. Miscellaneous.
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of California.
Section 14. Effective Date. The effective date of this Trust Agreement shall be
January 2, 1997.
AGREED:
PLANTRONICS, INC. Thomas A. Suchevits, Trustee
By:
John A. Knutson Thomas A. Suchevits
Vice President - Legal, Senior General
Counsel and Secretary
-6-
<PAGE> 1
Exhibit 4.7
- -----------
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
PARTICIPANT ELECTION
Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060
In accordance with the Plantronics, Inc. Basic Deferred Compensation
Plan (the "Plan"), a copy of which has previously been furnished to me, I hereby
make the following election with respect to compensation earned by me after the
effective date of the Plan:
Amount and Investment Selection
The amount (or percentage) to be deferred, subject to a minimum annual
deferral of $2,500 and the maximum annual deferral allowed under Section 3.1(a)
of the Plan (generally 25% of total compensation, as that term is defined in
such Section) and the investment selection is as follows:
Ten thousand dollars ($10,000.00) or one hundred percent
(100%), whichever is less, from my Quarterly Regular Bonus all
of which to be used to purchase Common Stock of Plantronics,
Inc. Any cash remaining thereafter shall be invested in a
money market account.
Manner and Payment Date
The manner and date upon which payment of deferred amounts will
commence (subject to earlier distribution as provided in Section 6.1(b) of the
Plan) is as follows:
Upon termination of employment, a lump sum if my age is fifty
(50) years or less (i.e. August 4, 2009 or sooner). If older
than fifty (50) years, i.e. on or after August 5, 2009, then
fifteen (15) equal annual installments.
I understand that the foregoing election shall remain in effect for the
remainder of calendar year 1996 and for each succeeding calendar year until this
election is earlier terminated in accordance with the terms of the Plan. I
understand that the election made as indicated herein is irrevocable.
Date Signature
- ---------------
Address Print Name
Telephone
Received and Accepted by Plantronics, Inc.
By:
Thomas A. Suchevits Date
Title: Vice President - Human Resources
<PAGE> 2
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM
Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060
Gentlemen:
In the event of my death prior to the commencement of payments under
the Plantronics, Inc. Deferred Basic Compensation Plan, the following
beneficiary (or beneficiaries) shall receive the payments, if any, to which I
may be entitled under the Plan.
Beneficiary:
I understand that my designation of my beneficiary (or beneficiaries)
may not be amended except by written notice filed with Thomas A. Suchevits at
the Company.
Date Signature
Print Name
<PAGE> 3
PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
CONSENT OF SPOUSE
I, ________________________, spouse of ____________________________,
have read and approve the Plantronics, Inc. Basic Deferred Compensation Plan and
Participant Election (collectively the "Plan"). In consideration of my spouse's
participation in such Plan, I hereby appoint my spouse as my attorney-in-fact in
respect to the exercise of any rights under the Plan and agree to be bound by
the provisions of the Plan insofar as I may have any rights in said Plan or any
compensation deferred by my spouse pursuant to the Plan, including any earnings
thereon, under the community property laws or similar laws relating to marital
property in effect in the state of our residence as of the date below.
Dated:
<PAGE> 1
Exhibit 24.3
- ------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Plantronics, Inc.'s Registration Statement on Form S-8, Reg.
No. 333-19351, of our report dated April 19, 1996, which appears on page 24 of
the 1996 Annual Report to Shareholders of Plantronics, Inc., which is
incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K for
the year ended March 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Jose, California
March 24, 1997
