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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of July 4, 1999 (the
"Effective Date") by and between Plantronics, Inc., a Delaware corporation (the
"Company") and S. Kenneth Kannappan (the "Executive").
RECITALS
A. The Executive is currently employed by the Company.
B. The Company and the Executive desire to enter into an agreement that
clarifies the rights and obligations of the Company and the Executive in
connection with Executive's employment with the Company and in the event that
the Executive's employment with the Company terminates under certain
circumstances.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Employment and Duties. During the Employment Period (defined in
paragraph 2 below), the Executive will serve as President and Chief Executive
Officer of the Company and such of the Company's other affiliates and
subsidiaries as the Board of Directors of the Company (the "Board") may from
time to time direct. The duties and responsibilities of the Executive shall
include the duties and responsibilities for the Executive's corporate offices
and positions as set forth in the Company's bylaws from time to time in effect
and such other duties and responsibilities as the Board may from time to time
reasonably assign to the Executive, in all cases to be consistent with the
Executive's corporate offices and positions. The Executive shall perform
faithfully the executive duties assigned to him to the best of his ability. The
Executive also serves as a member of the Board, and during the Employment Period
agrees to serve in such capacity without additional compensation. If the
Executive is elected or appointed as an officer or director of any of the
Company's affiliates or subsidiaries during the Employment Period, then he shall
also serve in such capacity or capacities but without additional compensation.
2. Employment Period. The employment period (the "Employment Period")
shall begin upon the Effective Date and shall continue thereafter for an initial
term of one (1) year, unless sooner terminated in accordance with paragraph 10
below. After the initial one (1)-year Employment Period, or any extension term,
this Employment Agreement shall be automatically extended for additional one
(1)-year terms, unless sooner terminated in accordance with paragraph 10 below
or unless either party provides written notice of non-renewal to the other at
least 90 days prior to the end of the then current term.
3. Place of Employment. The Executive's services shall be performed at
the Company's principal executive offices in Santa Cruz, California. The parties
acknowledge, however, that the Executive may be required to travel in connection
with the performance of his duties hereunder.
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4. Base Salary and Profit Sharing. For all services to be rendered by
the Executive pursuant to this Agreement, the Company agrees to pay the
Executive during the Employment Period (a) a base salary (the "Base Salary") at
an annual rate of not less than $375,000 and (b) annual and quarterly profit
sharing in accordance with the Company's profit sharing program(s) as in effect
from time to time ("Profit Sharing"). The Base Salary and Profit Sharing shall
be paid in periodic installments in accordance with the Company's regular
payroll practices. The Company agrees to review the Base Salary at least
annually as of the payroll payment date nearest each anniversary of the
Effective Date (beginning in 2000), and to make such increases therein as the
Board may approve. The Company further agrees that if there are changes in the
Company's Profit Sharing programs that decrease the profit sharing component of
the Executive's total compensation, the Base Salary shall be adjusted upward to
ensure that the sum of Base Salary plus Profit Sharing remains substantially the
same.
5. Incentive Bonus. Beginning with the Company's current fiscal year and
for each fiscal year thereafter during the Employment Period, the Executive will
be eligible to receive quarterly Regular and annual Supplemental bonuses
(together, the "Incentive Bonus") based upon certain financial criteria set by
the Board, including revenue and profitability targets and other organizational
milestones. The quarterly Incentive Bonus will provide a maximum annual bonus
opportunity of up to 35% of the Executive's Base Salary and the annual Incentive
Bonus will provide an annual bonus opportunity of up to an additional 65% of the
Executive's Base Salary. The Incentive Bonus payable hereunder shall be payable
consistent with the Company's past practices and policies.
6. Expenses. The Executive shall be entitled to prompt reimbursement by
the Company for all reasonable ordinary and necessary travel, entertainment and
other expenses incurred by the Executive during the Employment Period (in
accordance with the policies and procedures established by the Company for its
senior executive officers) in the performance of his duties and responsibilities
under this Agreement, provided that the Executive shall properly account for
such expenses in accordance with Company policies and procedures.
7. Other Benefits. During the Employment Period, the Executive shall be
entitled to all of the fringe benefit programs that the Company and its
subsidiaries make available to senior officers in accordance with the terms and
conditions of such programs.
8. Vacations and Holidays. The Executive shall be entitled to paid
vacations and holidays in accordance with the Company's policies in effect from
time to time for its senior executive officers. The Executive shall be entitled
to accrue into the following year vacation unused in a given year, provided that
the total vacation balance at any time shall not be twice the annual vacation
allowance. Notwithstanding the foregoing limitation on the total vacation
balance, the Executive shall be entitled to retain the additional four (4) weeks
of vacation time accrued and unused in the Company's fiscal year 1999 (the "1999
Vacation Balance"). During the term of this Agreement, the Executive may draw
against the 1999 Vacation Balance, provided that the Executive may not take more
than two (2) weeks of the 1999 Vacation Balance in any single fiscal year.
9. Other Activities. The Executive shall devote substantially all of his
working time and efforts during the Company's normal business hours to the
business and affairs of the Company and
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its subsidiaries and to the diligent and faithful performance of the duties and
responsibilities duly assigned to him pursuant to this Agreement, except for
vacations, holidays and sickness. However, the Executive may devote a reasonable
amount of his time to civic, community or charitable activities and, with the
prior written approval of the Board, to serve as director of other corporations,
provided that such activities do not materially interfere with the Executive's
obligations hereunder (except that the Executive shall in any event be permitted
to continue serving on the board of directors of Mattson Technology, Inc.)
10. Severance Benefits.
(a) Termination. If the Executive's employment terminates as a
result of Involuntary Termination (other than for Cause), or if the Executive's
employment terminates by reason of the Executive's voluntary resignation on or
after July 4, 2002, then the Executive shall, for the period of twenty-four (24)
months following the Termination Date (the "Severance Payment Period") be
entitled to (i) continued cash compensation payments equal to seventy-five
percent (75%) of the average of the cash compensation earned in the four (4)
full fiscal quarters immediately preceding the Termination Date and (ii) the
continued provision of "Company Benefits," including "Medical Benefits" (as
defined in paragraph 11(c)). "Cash compensation" as used in this paragraph shall
mean Base Salary, profit sharing, and Incentive Bonus earned in the applicable
four fiscal quarters, even if the amounts are paid in subsequent periods. The
cash compensation shall be payable at the same time(s) as payable to employees
of the Company.
(b) Such payments and the provision of Company Benefits shall be
discontinued upon a breach by the Executive of his obligations under paragraphs
12 or 13 hereof. If the Executive is terminated for Cause, or if the Executive
voluntarily resigns prior to July 4, 2002, then the Executive shall not be
entitled to receive severance or other benefits under this Agreement, but will
be entitled to receive benefits (if any) as may then be established under the
Company's then existing severance and benefits plans and policies at the time of
such termination for similar types of terminations.
(c) Death/Disability. In the event the Executive's employment
with the Company terminates by reason of the Executive's death or Disability,
the Company shall be obligated as follows:
(i) Death. If the Executive's employment with the
Company terminates by reason of the Executive's death, then the Company shall be
obligated to pay to the beneficiary or beneficiaries designated by the Executive
to the Company in writing or, absent such designation, to the representative of
the Executive's estate the amounts set forth in paragraph 10(a), provided,
however, that the Company's obligation under paragraph 10(a) to pay Company
Benefits shall be reduced to the extent of any life insurance proceeds payable
for the Executive's benefit under any Company benefit plan or program.
(ii) Disability. If the Executive's employment with
the Company terminates by reason of the Executive's Disability, then the
Executive shall be entitled to payment of the amounts set forth in paragraph
10(a), provided, however, that the Company's obligation under paragraph 10(a) to
pay Company Benefits shall be reduced, during the period of continuation of cash
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compensation and Company Benefits, to the extent of any disability benefits
payable to or for the benefit of the Executive under any Company benefit plan or
program.
(d) Options. In the event of a Change of Control or termination
of the Executive's employment, the unvested stock options held by the Executive
shall be affected as follows:
(i) Change in Control. In the event of a Change of
Control, then the unvested portion of any Company common stock or options to
acquire Company common stock held by the Executive on the Termination Date shall
automatically be accelerated and the Executive shall become fully vested in such
common stock and/or shall have the right to exercise all or any portion of such
option to acquire common stock, in addition to any portion of the option
exercisable prior to such termination.
(ii) Involuntary Termination, Death or Disability. If
the Executive's employment terminates as a result of Involuntary Termination
(other than for Cause), or terminates under circumstances described in paragraph
10(b), then that portion of any outstanding stock options which would vest had
employment continued for the next succeeding eighteen (18) months shall
automatically be accelerated and the Executive shall become fully vested in such
common stock and/or shall have the right to exercise all or any portion of such
option to acquire common stock, in addition to any portion of the option
exercisable prior to such termination.
(iii) Voluntary Resignation after July 4, 2002. If the
Executive's employment terminates by reason of the Executive's voluntary
resignation on or after July 4, 2002, then that portion of any outstanding stock
options which would vest had employment continued for the next succeeding twelve
(12) months shall automatically be accelerated and the Executive shall become
fully vested in such common stock and/or shall have the right to exercise all or
any portion of such option to acquire common stock, in addition to any portion
of the option exercisable prior to such termination.
(iv) Termination for Cause. In the event of a
termination of the Executive's employment for Cause, all unvested stock options
shall terminate upon the Termination Date.
11. Definition of Terms. The following terms referred to in this
Agreement shall have the following meanings:
(a) Cause. "Cause" shall mean the Executive's (i) conviction of a
felony, act of fraud against, or the misappropriation of property belonging to
the Company, (ii) willful misconduct that is demonstrably and materially
injurious to the Company, or (iii) continued material violations of his
obligation under the Employee Agreement (defined in paragraph 12) or under
paragraphs 1, 9 or 13 of this Agreement after there has been delivered to the
Executive a written demand for performance from the Company that describes such
violations.
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(b) Change of Control. "Change of Control" shall mean the
occurrence of any of the following events:
(i) Any "person" (as such term is used in Paragraphs
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than
Citicorp Venture Capital Ltd. and each of its affiliates becomes the "beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing forty percent (40%) or more of the total
voting power represented by the Company's then outstanding voting securities; or
(ii) A change in the composition of the Board
occurring within a two (2)-year period as a result of which fewer than a
majority of the Directors are Incumbent Directors (as hereinafter defined),
except as the result of temporary vacancies caused by an Incumbent Director's
voluntary resignation, death or disability. "Incumbent Directors" shall mean
directors who (A) are directors of the Company as of July 4, 1999, or (B) are
elected, or nominated for election, to the Board to replace a current Director
with the affirmative votes of at least fifty percent (50%) of the then Incumbent
Directors at the time of such election or nomination (but shall not include an
individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of directors to the Company);
or
(iii) A merger or consolidation of the Company with
any other corporation, other than a merger or consolidation that would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least seventy percent (70%)
of the total voting power represented by the voting securities of the Company or
such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets; or
(iv) Upon the occurrence of any of the following
events: (A) the Company commences a voluntary case under Title XI of the United
States Bankruptcy Code, as amended (the "Bankruptcy Code"); (B) an involuntary
case is commenced against the Company under the Bankruptcy Code and relief is
ordered against the Company, or the petition is controverted but is not
dismissed within sixty (60) days after the commencement of the case; (C) a
custodian is appointed for, or takes charge of, all or substantially all of the
property of the Company; (D) the Company commences any other judicial,
administrative or other governmental proceeding under any reorganization,
arrangement, readjustment of debt, relief of debtors, dissolution, insolvency,
liquidation or similar law of any jurisdiction (whether now or hereinafter in
effect) relating to the Company, or there is commenced by the Company any such
proceeding that remains undismissed for a period of sixty (60) days, or the
Company is adjudicated insolvent or bankrupt, or the Company fails to controvert
in a timely manner any such case of the Bankruptcy Code or any such proceeding,
or any order of relief or other order proving any such case or proceeding is
entered; (E) the Company by any act or failure to act indicates its consent to,
approval of or acquiescence in any such case or proceeding or the appointment of
any custodian or for it in any substantial part of its property or suffers any
such appointment to continue undischarged or staid for a period of sixty (60)
days; or (F) the Company makes a general assignment for the benefit of its
creditors.
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(c) Company Benefits. "Company Benefits" shall mean the Company's
Medical Benefits (defined below), its Automobile Expense Reimbursement Program,
and its disability, life or other group insurance benefits to the extent the
Executive is receiving such benefits immediately prior to the Termination Date,
or such comparable alternative benefits or payments as the Company may, in its
discretion, determine to be sufficient to satisfy its obligations to the
Executive under this Agreement. "Medical Benefits" shall mean the Group
Medical/Dental Plan and the Exec-U-Care Medical Reimbursement Insurance Program,
as currently in effect (as adjusted for all then current executives), or such
comparable alternative benefits or payments as the Company may, in its
discretion, determine to be sufficient to satisfy its obligations to the
Executive under this Agreement, provided that, for purposes of paragraphs 10(a)
and 10(b), the cost associated with the provision of such Medical Benefits in
the aggregate shall not exceed $13,000 in any fiscal year plus an annual
adjustment (as determined by the Board) to reflect increases in the costs of
such benefits starting at the end of fiscal year 2000.
(d) Disability. "Disability" shall mean that the Executive has
been unable to perform his duties under this Agreement as the result of his
incapacity due to physical or mental illness, and such inability, at least 26
weeks after its commencement, is determined to be total and permanent by a
physician selected by the Company or its insurers. Termination resulting from
Disability may only be effected after at least thirty (30) days' written notice
by the Company of its intention to terminate the Executive's employment, which
notice may not be given until the Company has received the written determination
of a physician selected by the Company or its insurers that the inability of
Executive to perform his duties is total and permanent. In the event that the
Executive resumes the performance of substantially all of his duties hereunder
before the termination of his employment becomes effective, the notice of intent
to terminate shall automatically be deemed to have been revoked.
(e) Involuntary Termination. "Involuntary Termination" shall mean
(i) without the Executive's express written consent, the assignment to the
Executive of any duties or the reduction of the Executive's duties, either of
which results in a significant diminution in the Executive's position or
responsibilities with the Company in effect immediately prior to such
assignment, or the removal of the Executive from such position and
responsibilities; (ii) without the Executive's express written consent, a
substantial reduction, without good business reasons, of the facilities and
perquisites (including office space and location) available to the Executive
immediately prior to such reduction; (iii) a reduction by the Company in the
Base Salary of the Executive as in effect immediately prior to such reduction;
(iv) a material reduction by the Company in the kind or level of employee
benefits to which the Executive is entitled immediately prior to such reduction
with the result that the Executive's overall benefits package is significantly
reduced; (v) the relocation of the Executive to a facility or a location more
than 25 miles from the Executive's then present location, without the
Executive's express written consent; (vi) any termination of the Executive's
employment by the Company that is not effected for death, Disability or for
Cause; (vii) the failure of the Company to obtain the assumption of this
Agreement by any successor; (viii) any material breach by the Company of any
material provision of this Agreement; (ix) any purported termination of the
Executive's employment by the Company that is not effected pursuant to a notice
of termination satisfying the requirements of paragraph 19 below, and for
purposes of this Agreement, no such purported termination shall be effective; or
(x) provision of notice of non-renewal or extension of the Employment Period as
provided for in paragraph 2 above.
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(f) Termination Date. "Termination Date" shall mean (i) if this
Agreement is terminated by the Company for Disability, thirty (30) days after
notice of termination (pursuant to paragraph 19) is given to the Executive
(provided that the Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30)-day period), (ii) if the
Executive's employment is terminated by reason of the Executive's death, the
date of death, (iii) if the Agreement is terminated by the Executive, such date
as the Executive specifies in his notice of termination (pursuant to paragraph
19) to the Company, (iv) if the Agreement is terminated by either the Executive
or the Company in connection with a notice of non-renewal or extension of the
Employment Period as provided for in paragraph 2 above, the expiration of such
Period, or (v) if the Company terminates the Executive's employment, the date
specified by the Company in the notice of termination to the Executive (pursuant
to paragraph 19).
12. Proprietary Information. During the Employment Period and
thereafter, the Executive agrees to comply with the Employee Patent, Secrecy and
Invention Agreement, which the Executive executed as of February 1, 1995 (the
"Employee Agreement"), which is incorporated herein by reference.
13. Covenant Not to Compete or Solicit.
(a) Non-Competition. The Executive agrees that for a period of
thirty-six (36) months following the Executive's termination of employment with
the Company for any reason (other than death), the Executive will not directly
or indirectly engage in (whether as an employee, consultant, proprietor,
partner, director or otherwise), or have any ownership interest in, or
participate in the financing, operation, management or control of, any person,
firm, corporation or business that engages in or (to the Executive's knowledge,
after due inquiry) intends to engage in, a "restricted business" (as defined
below).
Ownership of (i) no more than one percent (1%) of the outstanding
voting stock of a publicly traded corporation, or (ii) any stock owned by the
Executive on the Effective Date, shall not constitute a violation of this
provision.
(b) Non-Solicitation. The Executive agrees that for a period of
thirty-six (36) months following the Executive's termination of employment for
any reason (other than death), the Executive shall not (i) solicit, encourage or
take any other action that is intended to induce any other employee of the
Company to terminate his or her employment with the Company, or (ii) interfere
in any manner with the contractual or employment relationship between the
Company and any such employee of the Company.
The foregoing shall not prohibit any entity with which the
Executive may be affiliated from hiring a former employee of the Company.
(c) World-wide. The parties acknowledge that the market for the
Company's products is world-wide, and that, in this market, products from any
nation compete with products from all other countries. Accordingly, the parties
agree that the provisions of this paragraph 13 shall apply to each of the states
and counties of the United States, including each county in California, and to
each country world-wide.
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(d) Severability. The parties intend that the covenants contained
in the preceding subparagraphs shall be construed as a series of separate
covenants, one for each county of California, each state of the Union, and each
country. Except for geographic coverage, each such separate covenant shall be
deemed identical in terms of the covenant contained in the preceding
subparagraphs. If, in any judicial proceeding, a court shall refuse to enforce
any of the separate covenants (or any part thereof) deemed included in said
subparagraphs, then such unenforceable covenant (or such part) shall be deemed
eliminated from this Agreement for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants (or portions
thereof) to be enforced. In the event the provisions of this paragraph 13 should
ever be deemed to exceed the time of geographic limitations, or the scope of
this covenant, permitted by applicable law, then such provisions shall be
reformed to the maximum time or geographic limitations, as the case may be,
permitted by applicable laws.
(e) Restricted Business. For purposes of this Agreement,
"restricted business" shall mean any business that is engaged in or (to the
Executive's knowledge, after due inquiry) preparing to engage in the design,
manufacture, marketing, sale or distribution of communications headsets,
communications handsets, or related products, assemblies, subassemblies,
components, and the repair or refurbishment of same.
14. Indemnification. In accordance with the Company's current
indemnification policies, the Company shall indemnify the Executive if the
Executive is or becomes a party or is threatened to be made a party to any
threatened or pending action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Company) by reason of the fact that the Executive is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of the Executive while an officer or
director, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement (if such settlement is approved in advance by the
Company, which approval shall not be unreasonably withheld) actually and
reasonably incurred by the Executive in connection with such action, suit or
proceeding if the Executive acted in good faith and in a manner the Executive
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the Executive's conduct was unlawful.
15. Successors. The Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption agreement
prior to the effectiveness of any such succession shall entitle the Executive to
the benefits described in paragraph 10(a) of this Agreement, subject to the
terms and conditions therein.
16. Arbitration.
(a) Agreement. The Company and the Executive agree that any
dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach,
or termination thereof shall be settled by binding
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arbitration, unless otherwise required by law, to be held in Santa Clara County,
California, in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the
"Rules"). The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator's decision in any court having jurisdiction.
(b) Governing Law. The arbitrators shall apply California law to
the merits of dispute or claim, without reference to rules of conflicts of law.
The Executive hereby expressly consents to the personal jurisdiction of the
state and federal courts located in California for any action or proceeding
arising form or relating to this Agreement or relating to any arbitration in
which the parties are participants.
(c) Costs and Fees of Arbitration. The Executive shall pay the
initial arbitration filing (not to exceed $200.00), and the Company shall pay
the remaining costs and expenses of such arbitration (unless the Executive
requests that each party pay one-half of the costs and expenses of such
arbitration or unless otherwise required by law). The Company and the Executive
shall each pay separately its counsel fees and expenses unless otherwise
required by law.
(d) Equitable Relief. The parties may apply to any court of
competent jurisdiction for a temporary restraining order, preliminary
injunction, or other interim or conservatory relief, as necessary, without
breach of this arbitration agreement and without abridgment of the powers of the
arbitrator.
(e) Executive's Representation. THE EXECUTIVE HAS READ AND
UNDERSTANDS THIS PARAGRAPH, WHICH DISCUSSES ARBITRATION. THE EXECUTIVE
UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, HE AGREES TO SUBMIT ANY FUTURE
CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE INTERPRETATION,
VALIDITY, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, TO BINDING
ARBITRATION, UNLESS OTHERWISE REQUIRED BY LAW, AND THAT THIS ARBITRATION CLAUSE
CONSTITUTES A WAIVER OF HIS RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION
OF ALL DISPUTES RELATING TO THIS AGREEMENT.
17. Absence of Conflict. The Executive represents and warrants that his
employment by the Company as described herein shall not conflict with and will
not be constrained by any prior employment or consulting agreement or
relationship.
18. Assignment. This Agreement and all rights under this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective personal or legal representatives, executors,
administrators. heirs, distributors, devisees, legatees, successors and assigns.
This Agreement is personal in nature, and neither of the parties to this
Agreement shall, without the written consent of the other, assign or transfer
this Agreement or any right or obligation under this Agreement to any other
person or entity, except that the Company may assign this Agreement to any of
its affiliates or wholly-owned subsidiaries or to any successor by merger,
provided that such assignment will not relieve the Company of its obligations
hereunder. If
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the Executive should die while any amounts are still payable to him hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.
19. Notices.
(a) General. For purposes of this Agreement, notices and other
communications provided for in this Agreement shall be in writing and shall be
delivered personally or sent by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive: S. Kenneth Kannappan
c/o Plantronics, Inc.
345 Encinal Street
Santa Cruz, CA 95060
If to the Company: Plantronics, Inc.
345 Encinal Street
Santa Cruz, CA 95060
Attn: General Counsel
or to such other address or the attention of such other person as the recipient
party has previously furnished to the other party in writing in accordance with
this paragraph. Such notices or other communications shall be effective upon
delivery or, if earlier, three days after they have been mailed as provided
above.
(b) Notice of Termination. Any termination by the Company for
Disability or Cause, or by the Executive as a result of a voluntary resignation
or an Involuntary Termination, shall be communicated by a notice of termination
to the other party hereto given in accordance with paragraph 19(a) of this
Agreement. Such notice shall indicate the specific termination provision in this
Agreement relied upon, shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and shall specify the termination date in accordance with paragraph
11(f). The failure by the Executive to include in the notice any fact or
circumstance that contributes to a showing of Involuntary Termination shall not
waive any right of the Executive hereunder or preclude the Executive from
asserting such fact or circumstance in enforcing his rights hereunder.
20. Integration. This Agreement, the Employee Agreement dated March 27,
1997, the Executive's Indemnification Agreement also dated March 27, 1997, and
the respective option agreements governing the Executive's Company stock options
represent the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior or contemporaneous agreements
whether written or oral. As of the Effective Date, the Employment Agreement
between the Company and the Executive dated as of March 27, 1997 only is
cancelled. No waiver, alteration or modification of any of the provisions of
this Agreement shall be binding unless in writing and signed by duly authorized
representatives of the parties hereto.
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21. Waiver. Failure or delay on the part of either party hereto to
enforce any right, power or privilege hereunder shall not be deemed to
constitute a waiver thereof. Additionally, a waiver by either party or a breach
of any promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent waiver by such other party.
22. Severability. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
23. Headings. The headings of the paragraphs contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of any provision of this Agreement.
24. Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal substantive law, and not the choice of law rules,
of the State of California.
25. Counterparts. This Agreement may be executed in one or more
counterparts, none of which need contain the signature of more than one party
hereto, and each of which shall be deemed to be an original, and all of which
together shall constitute a single agreement.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
PLANTRONICS, INC.
By:
-------------------------------------
Title: Director
EXECUTIVE:
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S. Kenneth Kannappan
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