Plantronics 2009 Annual Report Download - page 33

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25
We have and will continue to incur significant expenses and management resources for Section 404 compliance on an ongoing basis.
In the event that our chief executive officer, chief financial officer or independent registered public accounting firm determines in the
future that our internal control over financial reporting is not effective as defined under Section 404, investor perceptions may be
adversely affected and could cause a decline in the market price of our stock.
Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent a third
party from acquiring us, which could decrease the value of our stock.
Our Board of Directors has the authority to issue preferred stock and to determine the price, rights, preferences, privileges and
restrictions, including voting and conversion rights, of those shares without any further vote or action by the stockholders. The
issuance of our preferred stock could have the effect of making it more difficult for a third party to acquire us. In addition, we are
subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which could also have the effect of
delaying or preventing our acquisition by a third party. Further, certain provisions of our Certificate of Incorporation and bylaws
could delay or make more difficult a merger, tender offer or proxy contest, which could adversely affect the market price of our
common stock.
In 2002, our Board of Directors adopted a stockholder rights plan, pursuant to which we distributed one right for each outstanding
share of common stock held by stockholders of record as of April 12, 2002. Because the rights may substantially dilute the stock
ownership of a person or group attempting to take us over without the approval of our Board of Directors, the plan could make it more
difficult for a third party to acquire us, or a significant percentage of our outstanding capital stock, without first negotiating with our
Board of Directors regarding such acquisition.