Plantronics 2011 Annual Report Download - page 76

During fiscal 2011, the Company repurchased in the open market 3,315,000 shares of its common stock which were under repurchase
plans authorized by the Board of Directors on the following dates: March 1, 2010, June 4, 2010, August 27, 2010 and March 1,
2011 for 1,000,000 each. The total cost of these repurchases was $105.5 million with an average price of $31.83 per share. As
of March 31, 2011 there were 660,900 remaining shares authorized for repurchase.
On May 2, 2011, subsequent to the end of the Company's fiscal year, the Board of Directors authorized the repurchase of up to
7,000,000 shares of the Company's outstanding common stock. As part of this authorization, on May 9, 2011, the Company entered
into two separate Master Confirmation and Supplemental Confirmations with Goldman, Sachs & Co. to repurchase an aggregate
of $100 million of the Company's common stock under an accelerated share repurchase program. (See Note 19)
Primarily through employee benefit plans, we reissued 171,730 treasury shares for proceeds of $3.8 million and 284,090 treasury
shares for proceeds of $3.6 million during the years ended March 31, 2011 and 2010, respectively.
On December 7, 2010, December 2, 2009 and January 13, 2009, the Company retired 4.0 million shares, 2.0 million shares and
16.0 million shares of treasury stock, respectively, which were returned to the status of authorized but unissued shares. These
were non-cash equity transactions in which the cost of the reacquired shares was recorded as a reduction to both Retained earnings
and Treasury stock.
In fiscal 2011 and 2010, the Company paid quarterly cash dividends of $0.05 per share resulting in total dividends of $9.7 million
and $9.8 million, respectively. Subsequent to fiscal 2011, on May 3, 2011, the Company announced that the Board of Directors
had declared the Company’s twenty-eighth quarterly cash dividend of $0.05 per share of the Company’s common stock, payable
on June 10, 2011 to stockholders of record on May 20, 2011.
Stock Plans
Stock options granted subsequent to September 2007 generally vest over a three-year period. Options granted from September
2004 to September 2007 generally vested over a four-year period and those options granted prior to September 2004 generally
vested over a five-year period. Restricted stock grants generally have vesting periods over three or four years, depending on the
size of the grant. The Management Equity Committee is authorized to make option and restricted stock 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. The Company currently grants options and restricted stock from only the 2003 Stock Plan. The
Company settles stock option exercises and releases of vested restricted stock with newly issued common shares.
2003 Stock Plan
In June 2003, the Board of Directors and stockholders approved the Plantronics Inc. Parent Corporation 2003 Stock Plan (the
"2003 Stock Plan"). The 2003 Stock Plan, which has a term of 10 years (unless amended or terminated earlier by the Board of
Directors) and is due to expire in September 2013, provides for incentive stock options, nonqualified stock options, restricted
stock awards, stock appreciation rights, and restricted stock units. As of March 31, 2011, there have been 10,200,000 shares of
common stock (which number is subject to adjustment in the event of stock splits, reverse stock splits, recapitalization or certain
corporate reorganizations) cumulatively reserved since inception under the 2003 Stock Plan for issuance to employees, directors
and consultants of Plantronics.
Under the 2003 Stock Plan, all 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. 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.
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. No participant shall receive restricted stock awards in any fiscal year having an aggregate initial value greater
than $1,000,000, and no participant shall receive restricted stock units in any fiscal year having an aggregate initial value greater
than $1,000,000.
At March 31, 2011, options to purchase 4,018,912 shares of common stock and unvested restricted stock of 687,884 were
outstanding, and there were 1,473,497 shares available for future grant under the 2003 Stock Plan which takes into account the
2.5 ratio for grants of restricted stock as noted above.
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