Plantronics 2008 Annual Report Download - page 78

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of $0.05 per share of the Company’s common stock, payable on June 10, 2008 to stockholders of record on May 9, 2008.
Stock Option Plans
Employee Stock Plan
In June 2003, the Board of Directors and stockholders approved the Plantronics Inc. Parent Corporation 2003 Stock Plan (the "2003
Stock Plan"). Under the 2003 Stock Plan, 6,800,000 shares of common stock (which number is subject to adjustment in the event of
stock splits, reverse stock splits, recapitalization or certain corporate reorganizations) were cumulatively reserved since inception for
issuance to employees, directors and consultants of Plantronics. Under the 2003 Stock Plan, the Company may not grant more than
20% of the 1,000,000 shares initially reserved for issuance as Restricted Stock Awards and Restricted Stock Units. On August 17,
2007, 1.7 million shares were added to the plan. We have amended the Plan to provide that awards of restricted stock and restricted
stock units with a per share or per unit purchase price lower than 100% of fair market value on the grant date will be counted against
the total number of shares issuable under the Plan as 2.5 shares for every 1 share subject thereto. The 2003 Stock Plan has a term of 10
years (unless amended or terminated earlier by the Board of Directors), provides for incentive stock options as well as nonqualified
stock options to purchase shares of common stock, and is due to expire in September 2013. At March 31, 2008, options to purchase
3,929,014 shares of common stock were outstanding under and 2,107,359 shares were available for future grant under the 2003 Stock
Plan.
Under the existing 2003 Stock Plan, incentive stock options may not be granted at less than 100% of the estimated fair market value of
the Company’s common stock at the date of grant, as determined by the Board of Directors, and the option term may not exceed 7
years. Incentive stock options granted to a 10% stockholder may not be granted at less than 110% of the estimated fair market value of
the common stock at the date of grant and the option term may not exceed five years. All stock options granted on or after May 16,
2001, may not be granted at less than 100% of the estimated fair market value of the Company’s common stock at the date of grant.
In September 1993, the Board of Directors approved the Plantronics Inc. Parent Corporation 1993 Stock Option Plan (the "1993 Stock
Option Plan"). Under the 1993 Stock Option Plan, 22,927,726 shares of common stock (which number is subject to adjustment in the
event of stock splits, reverse stock splits, recapitalization or certain corporate reorganizations) were reserved cumulatively since
inception for issuance to employees and consultants of Plantronics. The 1993 Stock Option Plan, which provided for incentive stock
options as well as nonqualified stock options to purchase shares of common stock, had a term of 10 years and the ability to grant new
options under this 1993 Stock Option Plan expired in September 2003. At March 31, 2008, options to purchase 4,491,143 shares of
common stock were outstanding under the 1993 Stock Option Plan.
Options granted subsequent to September 2007 generally vested over a three-year period. Options granted prior to June 1999 and
after September 2004 but before October 2007 generally vested over a four-year period and those options granted subsequent to May
1999 but before October 2004 generally vested over a five-year period. In July 1999, the Stock Option Plan Committee was authorized
to make option grants to employees who are not senior executives pursuant to guidelines approved by the Compensation Committee
and subject to quarterly reporting to the Compensation Committee.
Directors’ Stock Option Plan
In September 1993, the Board of Directors adopted a Directors' Stock Option Plan (the "Directors' Option Plan") and has reserved
cumulatively since inception a total of 300,000 shares of common stock (which number is subject to adjustment in the event of stock
splits, reverse stock splits, recapitalization or certain corporate reorganizations) for issuance to non-employee directors of Plantronics.
The Directors' Option Plan provides that each non-employee director shall be granted an option to purchase 12,000 shares of common
stock at the date on which the person becomes a new director. Annually thereafter, each continuing non-employee director shall be
automatically granted an option to purchase 3,000 shares of common stock. At the end of fiscal year 2008, options to purchase 90,000
shares of common stock were outstanding under the Directors' Option Plan. All options were granted at fair market value and
generally vest over a four-year period. The ability to grant new options under the Directors’ Option Plan expired by its terms in
September 2003, and Directors may participate in the 2003 Stock Option Plan.
In August 2005, the Board of Directors reserved 145,000 shares for the issuance of stock awards to Altec Lansing employees (the
“Inducement Plan”). Subsequent to the Altec Lansing acquisition, the Company granted 129,000 stock options to purchase shares of
common stock at a weighted average exercise price of $33.49, which was equal to the fair value of the underlying stock on the grant
date. The Company also issued 5,000 shares of restricted stock to Altec Lansing employees with a purchase price of $0.01 per share
under the Inducement Plan. At March 31, 2008, options to purchase 51,082 shares of common stock were outstanding and the
remaining shares of common stock under the Inducement Plan were not available for future grants as the reservation of such shares
was subsequently canceled.