Plantronics 2015 Annual Report Download - page 68

Principal, together with accrued and unpaid interest, is due on the amended maturity date, May 9, 2018. The Company may prepay
the loans and terminate the commitments in whole at any time, without premium or penalty, subject to reimbursement of certain
costs in the case of LIBOR loans.
The Company's obligations under the Credit Agreement are guaranteed by the Company's domestic subsidiaries, subject to certain
exceptions.
The line of credit requires the Company to comply with a maximum ratio of funded debt to earnings before interest, taxes,
depreciation and amortization ("EBITDA") and a minimum EBITDA coverage ratio, in each case at each fiscal quarter end and
determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted
cash, cash equivalents, and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of
at least $200.0 million.
The line of credit contains affirmative covenants, including covenants regarding the payment of taxes and other liabilities,
maintenance of insurance, reporting requirements, and compliance with applicable laws and regulations. The line of credit also
contains negative covenants, among other things, limiting, subject to certain monetary thresholds, the ability of the Company to
incur debt, make capital expenditures, grant liens, make acquisitions, and make investments. The events of default under the line
of credit include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults, and
bankruptcy and insolvency events involving the Company or any of its subsidiaries. The Company was in compliance with all
covenants at March 31, 2015.
10. STOCK PLANS AND STOCK-BASED COMPENSATION
2003 Stock Plan
On May 5, 2003, the Board of Directors ("Board") adopted the Plantronics, Inc. 2003 Stock Plan ("2003 Stock Plan") which was
approved by the stockholders in June 27, 2003. The 2003 Stock Plan, which will continue in effect until terminated by the Board,
allows for the issuance of the Company's common stock through the granting of non-qualified stock options, restricted stock, and
restricted stock units. As of March 31, 2015, there have been 13,900,000 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 of the 2003 Stock Plan for issuance to employees, non-employee directors, and consultants of Plantronics.
The Company settles stock option exercises, grants of restricted stock, and releases of vested restricted stock units with newly
issued common shares.
The exercise price of stock options may not be less than 100% of the fair market value of the Company's common stock on the
date of grant. The term of an option may not exceed 7 years from the date it is granted. Stock options granted to employees vest
over a three-year period, and stock options granted to non-employee directors vest over a four-year period.
Awards of restricted stock and restricted stock units with a per share or per unit purchase price less than the fair market value on
the grant date that were granted from July 26, 2006 through August 4, 2011 are 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 in any fiscal year having
an aggregate initial value greater than $2.0 million, and no participant shall receive restricted stock units in any fiscal year having
an aggregate initial value greater than $2.0 million. Restricted stock and restricted stock units granted to employees subsequent
to May 2013 vest over a three-year period, and restricted stock and restricted stock units granted from May 2011 to April 2013
vest over a four-year period. Restricted stock granted to non-employee directors subsequent to August 2014 vests over a one-year
period, and restricted stock granted from August 2001 to August 2013 vests over a four-year period.
At March 31, 2015, options to purchase 1,558,206 shares of common stock and 1,230,694 shares of unvested restricted stock and
restricted stock units were outstanding. There were 2,530,376 shares available for future grant under the 2003 Stock Plan.
56