Plantronics 2012 Annual Report Download - page 50

8988
Incorporation by Reference
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date
Filed
Herewith
*** In accordance with Rule 406T of Regulation S-T, the
information in these exhibits is furnished and deemed not filed
or a part of a registration statement or prospectus for purposes
of Section 11 or 12 of the Securities Act of 1933, is deemed not
filed for purposed of Section 18 of the Exchange Act of 1934,
and otherwise is not subject to liability under these sections and
shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of
1933, as amended, except as expressly set forth by specific
reference in such filing.
Table of Contents Exhibit 10.2.2
Plantronics, Inc.
Executive Incentive Plan
1. Purposes of the Plan. The Plan is intended to increase shareholder value and the success of the Company by motivating key
executives (1) to perform to the best of their abilities, and (2) to achieve the Company's objectives. The Plan's goals are to
be achieved by providing such executives with incentive awards based on the achievement of goals relating to the performance
of the Company. The Plan is intended to permit the payment of bonuses that may qualify as performance-based compensation
under Code Section 162(m).
2. Definitions.
(a) “Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures)
controlled by the Company.
(b) “Award” means, with respect to each Participant, the award determined pursuant to Section 4(a) below for a
Performance Period. Each Award is determined by a Payout Formula for a Performance Period, subject to the
Committee's authority under Section 4(a) to eliminate or reduce the Award otherwise payable.
(c) “Base Salary” means as to any Performance Period, the Participant's annualized salary rate on the last day of the
Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of
compensation pursuant to Company-sponsored plans.
(d) “Board” means the Board of Directors of the Company.
(e) “Change of Control” means:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's
assets;
(iii) 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. “Incumbent Directors” means directors who either
(A) are directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election
or nomination (but will 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
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which 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 or its parent) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity or its parent outstanding immediately after
such merger or consolidation.
(f) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or
regulation thereunder shall include such section or regulation, any valid regulation promulgated thereunder, and any
comparable provision of any future legislation or regulation amending, supplementing or superseding such section
or regulation.
(g) “Committee” means the Compensation Committee of the Board, or a sub-committee of the Compensation Committee,
which shall, with respect to payments hereunder intended to qualify as performance-based compensation under Code
Section 162(m), consist solely of two or more members of the Board who are not employees of the Company and
who otherwise qualify as “outside directors” within the meaning of Section 162(m).
(h) “Company” means Plantronics, Inc. or any of its subsidiaries (as such term is defined in Code Section 424(f)).
(i) “Determination Date” means the latest possible date that will not jeopardize a Target Award or Award's
qualification as Performance-Based Compensation.
(j) “Disability” means a permanent and total disability determined in accordance with uniform and nondiscriminatory
standards adopted by the Committee from time to time.
(k) “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the
time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.
(l) “Fiscal Year” or “Plan Year” means a fiscal year of the Company.