AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of January 26, 2009 (the “Effective Date”) by and between Plantronics, Inc., a Delaware corporation (the “Company”) and S. Kenneth Kannappan (the “Executive”).

RECITALS

A.           The Executive is currently employed by the Company.

B.           The Company and the Executive desire to enter into an agreement that clarifies the rights and obligations of the Company and the Executive in connection with Executive’s employment with the Company and in the event that the Executive’s employment with the Company terminates under certain circumstances.

C.           The Company believes it is in the best interest of the Company and its stockholders to provide the Executive with an incentive to continue his employment and to motivate the Executive to maximize the value of the Company upon a Change of Control for the benefit of its stockholders.

D.           The Company believes that it is imperative to provide the Executive with certain enhanced severance benefits upon the Executive’s termination of employment following a Change of Control.  These benefits will provide the Executive with financial security and incentive and encouragement to remain with the Company notwithstanding the possibility of a Change of Control.

E.           The Company and the Executive desire to amend the Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

F.           This Agreement amends and restates the Employment Agreement dated July 4, 1999 between the Company and the Executive.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1.   Employment and Duties .  During the Employment Period (defined in paragraph 2 below), the Executive will serve as President and Chief Executive Officer of the Company and such of the Company’s other affiliates and subsidiaries as the Board of Directors of the Company (the “Board”) may from time to time direct.  The duties and responsibilities of the Executive shall include the duties and responsibilities for the Executive’s corporate offices and positions as set forth in the Company’s bylaws from time to time in effect and such other duties and responsibilities as the Board may from time to time reasonably assign to the Executive, in all cases to be consistent with the Executive’s corporate offices and positions.  The Executive shall perform faithfully the executive duties assigned to him to the best of his ability.  The Executive also serves as a member of the Board, and during the Employment Period agrees to serve in such capacity without additional compensation.  If the Executive is elected or appointed as an officer or director of any of the Company’s affiliates or subsidiaries during the Employment Period, then he shall also serve in such capacity or capacities but without additional compensation.

2.   Employment Period .  The employment period (the “Employment Period”) shall begin upon the Effective Date and shall continue thereafter for an initial term of one (1) year, unless sooner terminated in accordance with paragraph 10 below.  After the initial one (1)-year Employment Period, or any extension term, this Agreement shall be automatically extended for additional one (1)-year terms, unless sooner terminated in accordance with paragraph 10 below or unless either party provides written notice of non-renewal to the other at least 90 days prior to the end of the then current term.  Notwithstanding the foregoing, if a Change of Control occurs at any time during the Employment Period, the term of this Agreement shall extend automatically through the date that is twenty-four (24) months following the effective date of the Change of Control.

3.   Place of Employment .  The Executive’s services shall be performed at the Company’s principal executive offices in Santa Cruz, California.  The parties acknowledge, however, that the Executive may be required to travel in connection with the performance of his duties hereunder.

4.   Base Salary .  For all services to be rendered by the Executive pursuant to this Agreement, the Company agrees to pay the Executive during the Employment Period (a) a base salary (the “Base Salary”) at an annual rate of not less than $627,000.   The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices.  The Company agrees to review the Base Salary at least annually, and to make such increases therein as the Board may approve.

5.   Incentive Bonus .  Beginning with the Company’s current fiscal year and for each fiscal year thereafter during the Employment Period, the Executive will be eligible to receive Quarterly and Annual bonuses (together, the “Incentive Bonus”) based upon certain financial criteria set by the Compensation Committee of the Board, including revenue and profitability targets and other organizational milestones.  The Incentive Bonus payable hereunder shall be payable consistent with the Company’s past practices and policies, but shall be payable no later than the fifteenth day of the third month following the later of the end of the Executive’s taxable year or the end of the Company’s taxable year following the date the Incentive Bonus is no longer subject to a substantial risk of forfeiture.

6.   Expenses .  The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment and other expenses incurred by the Executive during the Employment Period (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement, provided that the Executive shall properly account for such expenses in accordance with Company policies and procedures.

7.   Other Benefits .  During the Employment Period, the Executive shall be entitled to all of the fringe benefit programs that the Company and its subsidiaries make available to senior officers in accordance with the terms and conditions of such programs.

8.   Vacations and Holidays .  The Executive shall be entitled to paid vacations and holidays in accordance with the Company’s policies in effect from time to time for its senior executive officers.  The Executive shall be entitled to accrue into the following year vacation unused in a given year, provided that the total vacation balance at any time shall not be twice the annual vacation allowance.

9.   Other Activities .  The Executive shall devote substantially all of his working time and efforts during the Company’s normal business hours to the business and affairs of the Company and its subsidiaries and to the diligent and faithful performance of the duties and responsibilities duly assigned to him pursuant to this Agreement, except for vacations, holidays and sickness.  However, the Executive may devote a reasonable amount of his time to civic, community or charitable activities and, with the prior written approval of the Board, to serve as director of other corporations, provided that such activities do not materially interfere with the Executive’s obligations hereunder (except that the Executive shall in any event be permitted to continue serving on the board of directors of Mattson Technology, Inc.).

(a)   Termination for any Reason Other than for Cause .  If the Executive’s employment terminates for any reason (other than for Cause) on or after the Effective Date, then, subject to paragraph 10(g), the Executive shall, for the period of twenty-four (24) months following the Termination Date (the “Severance Payment Period”) be entitled to (i) continued cash compensation payments equal to seventy-five percent (75%) of the average of the cash compensation earned in the four (4) full fiscal quarters immediately preceding the Termination Date and (ii) the continued provision of “Company Benefits,” including “Medical Benefits” (as defined in paragraph 11(c)). If Executive voluntarily reduces his compensation as a cost reduction measure, Executive’s continued cash compensation, payment shall not be calculated as outlined in subsection (i) of this section, but  instead, the continued cash compensation payment calculation shall equal seventy-five per cent (75%) of the average of the cash compensation earned in the four (4) full quarters immediately preceding the Termination Date that do not include a quarter in which a voluntary reduction was taken of Executive’s compensation. To remove any ambiguity in the foregoing amount, after the foregoing payments are completed, the Executive shall have received a total of 1.5 times the average of the cash compensation payments earned in the four (4) full fiscal quarters immediately preceding the Termination Date. “Cash compensation” as used in this paragraph shall mean Base Salary and Incentive Bonus earned in the applicable four fiscal quarters, even if the amounts are paid in subsequent periods.  The cash compensation shall be payable at the same time(s) as payable to employees of the Company.  Such payments and the provision of Company Benefits shall be discontinued upon a breach by the Executive of his obligations under paragraphs 12 or 13 hereof.

(b)     Termination for Cause .  If the Executive is terminated for Cause, then the Executive shall not be entitled to receive severance or other benefits under this Agreement, but will be entitled to receive benefits (if any) as may then be established under the Company’s then existing severance and benefits plans and policies at the time of such termination for similar types of terminations.

(c)   Termination without Cause or Resignation for Good Reason in Connection with a Change of Control .  If the Company terminates the Executive’s employment with the Company without Cause or if the Executive resigns from such employment for Good Reason, and such termination occurs on or within twenty-four (24) months after a Change of Control, and the Executive signs and does not revoke a release of claims with the Company (in a form reasonably acceptable to the Company) and provided that such release of claims becomes effective no later than sixty (60) days following the termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”), then subject to this paragraph 10, Executive shall receive the following:

(i)   Accrued Compensation .  The Company shall pay the Executive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to the Executive under any Company-provided plans, policies, and arrangements.

(ii)   Severance Payment .  The Executive shall receive a lump-sum payment (less applicable withholding taxes) equal to the sum of (A) three hundred percent (300%) of the Executive’s Base Salary as in effect immediately prior to the Executive’s termination date or (if greater) at the level in effect immediately prior to the Change of Control, (B) one hundred percent (100%) of the Executive’s quarterly target Incentive Bonus, and (C) one hundred percent (100%) of the Executive’s annual target Incentive Bonus. If Executive voluntarily reduces his compensation as a cost reduction measure, Executive’s lump-sum payment for purposes of this subsection shall be calculated based on Executive’s Base Salary, quarterly target Incentive Bonus, and annual target Incentive Bonus before a voluntary reduction was taken of Executive’s compensation.

(iii)   Continued Employee Benefits .  If the Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or the California Continuation Benefits Replacement Act, as amended (“Cal-COBRA”) for periods of coverage beyond that permitted by COBRA for the Executive and the Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, or Cal-COBRA, as applicable, the Company shall reimburse the Executive for the COBRA (or, if applicable, Cal-COBRA) premiums for such coverage (at the coverage levels in effect immediately prior to the Executive’s termination) until the earlier of (A) a period of thirty-six (36) months from the last date of employment of the Executive with the Company, or (B) the date upon which the Executive and/or the Executive’s eligible dependents becomes covered under similar plans.  COBRA reimbursements shall be made by the Company to the Executive consistent with the Company’s normal expense reimbursement policy.

(1)   If the release of claims does not become effective by the Release Deadline, the Executive shall forfeit any rights to severance or benefits under paragraph 10(c) of this Agreement, but would still be eligible for severance payments pursuant to paragraph 10(a).  In no event shall severance payments or benefits be paid or provided pursuant to paragraph 10(c) until the release of claims actually becomes effective.  In the event the termination occurs at a time during the calendar year where the release of claims could become effective in the calendar year following the calendar year in which the Executive’s termination occurs (whether or not it actually becomes effective in the following year), then any severance payments or benefits to which the Executive becomes entitled under this Agreement as the result of his termination within twenty-four (24) months following a Change of Control (whether pursuant to paragraph 10(a), in the event of a termination that would also entitle the Executive to severance payments and benefits pursuant to Section 10(c), or paragraph 10(c)) that would be considered Deferred Compensation Severance Benefits (as defined in paragraph 10(g)(i)) shall be paid on the first payroll date to occur during the calendar year following the calendar year in which such termination occurs, or, if later, (i) the date the release of claims actually becomes effective, (ii) such time as required by the payment schedule applicable to each payment or benefit as set forth in paragraph 10(c), or (iii) such time as required by paragraph 10(g).

(v)   Unless otherwise required by paragraph 10(g), the Company shall pay any severance payments (as provided for in this paragraph 10(c)), in a lump-sum payment payable within thirty (30) days following the Executive’s Termination Date; provided, however, that no severance or other benefits shall be paid or provided until the release of claims discussed in paragraph 10(c) becomes effective and irrevocable, and any severance amounts or benefits otherwise payable between the Executive’s Termination Date and the date such release becomes effective and irrevocable shall be paid on the date the release becomes effective and irrevocable.  If the Executive should die before all of the severance amounts have been paid, such unpaid amounts shall be paid in a lump-sum payment promptly following such event to the Executive’s designated beneficiary, if living, or otherwise to the personal representative of the Executive’s estate.

(d)   Exclusivity of Payments .  Notwithstanding anything in this Agreement to the contrary, if the Executive receives payments or benefits pursuant to paragraph 10(a) of this Agreement, then such payments or benefits shall be in lieu of any payments or benefits that the Executive may be entitled to pursuant to paragraph 10(c) of this Agreement.  If the Executive receives payments or benefits pursuant to paragraph 10(c) of this Agreement, then such payments or benefits shall be in lieu of any payments or benefits that Executive may be entitled to pursuant to paragraph 10(a) of this Agreement.  If the Executive is entitled to receive payments or benefits pursuant to both paragraphs 10(a) and 10(c) of this Agreement, the Executive shall receive the payments or benefits provided pursuant to either (but not both) paragraphs 10(a) or 10(c), whichever of the foregoing shall provide him the greater economic benefit.

(e)   Death/Disability .  In the event the Executive’s employment with the Company terminates by reason of the Executive’s death or Disability, the Company shall be obligated as follows:

(i)   Death . The Company will during the life of Executive and while he remains employed by the Company pay for a term life insurance policy that will  pay to the beneficiary or beneficiaries designated by the Executive to the Company in writing or, absent such designation, to the representative of the Executive’s estate the sum of five million dollars ($5,000,000.) If Executive leaves the Company for any reason, Executive shall be permitted to take the policy with him provided that as of the date of his termination from the Company, Executive shall pay from his own account all costs to maintain the policy.

(ii)   Disability .  If the Executive’s employment with the Company terminates by reason of the Executive’s Disability, then the Executive shall be entitled to payment of the amounts set forth in paragraph 10(a), provided, however, that the Company’s obligation under paragraph 10(a) to pay Company Benefits shall be reduced, during the period of continuation of cash compensation and Company Benefits, to the extent of any disability benefits payable to or for the benefit of the Executive under any Company benefit plan or program.

(f)   Equity .  In the event of a Change of Control or termination of the Executive’s employment on or following the Change of Control, the unvested equity awards held by the Executive shall be affected as follows:

(i)   Change of Control .  In the event of a Change of Control, and subject to the Executive’s continued employment with the Company through the effective date of such Change of Control, all outstanding equity awards shall vest in full as to one hundred percent (100%) of the unvested portion of the award.

(ii)   Involuntary Termination, Death or Disability .  If the Executive’s employment terminates as a result of Involuntary Termination (other than for Cause), or terminates under circumstances described in paragraph 10(b), then that portion of any outstanding equity awards which would vest had employment continued for the next succeeding eighteen (18) months shall automatically b