Executive Incentive Plan
Administrative Guidelines
(Approved on
5/8/09)
The purpose of
the Plantronics, Inc. Executive Incentive Plan (“EIP”
or the “Plan”) is to focus Participants on achieving
company-wide financial performance goals as well as product group,
segment, or functional objectives and individual performance goals
by providing the opportunity to receive quarterly and annual cash
payments based on performance.
Administration
The EIP will be
administered by the Compensation Committee of the Board of
Directors for the CEO and certain of his direct reports and other
selected participants (“Participants”). An
Administrative Committee designated by the Compensation Committee
will administer the EIP for all other employees in the
plan. The Administrative Committee will initially
include the CEO and CFO of Plantronics. The
Administrative Committee is authorized to interpret the Plan and to
adopt such rules and regulations as it may from time to time deem
necessary for the effective operation of the Plan. Any
determination, interpretation, construction or other action made or
taken pursuant to the provisions of the Plan by or on behalf of the
Compensation Committee shall be final, conclusive and
binding. The Administrative Committee shall approve all
matters concerning eligibility of other
employees. Amendment or termination of the Plan and all
matters concerning eligibility of Participants shall require the
approval of the Compensation Committee.
Participation
Participants
for the EIP will be approved by the Compensation Committee.
Participants shall be documented on Schedule A to this
EIP. Schedule A will be reviewed and edited as
appropriate at least annually by the Compensation Committee. The
Compensation Committee will select Plan Participants based on
specific criteria, including: employees who can have a significant
impact on business performance and shareholder value creation
through their actions or decisions; employees with consistent
outstanding performance and contributions to the Company; and
reference to competitive market pay practices. The
Administrative Committee will notify those deemed Participants in
the plan upon final determination of eligibility. The
Compensation Committee reserves the right to remove any Plan
Participant from the Plan at any time. Plan
participation in one year does not guarantee participation in
subsequent years.
Highlights and Overview of the
Plan
The highlights
of the Plan are as follows:
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Each
Participant will be assigned a target award opportunity (as a % of
base salary)
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A portion of
this award opportunity (currently one-half) will be tied to
achieving Annual Corporate Financial Performance and be paid
annually
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The remaining
portion of the award opportunity (currently one-half) will be tied
to achieving Product Group/Segment or Functional Goals and the
threshold annual operating income amount set forth on Appendix
A. Product Group/Segment or Functional Goals progress
will be scored quarterly, but will not be earned unless (among
other requirements in the Plan) the threshold annual operating
income amount set forth on Appendix A is achieved.
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The actual
award earned for each quarter will be determined as soon as
practical after the end of each fiscal quarter and will range
between zero and one times (0x – 1x) the opportunity for the
portion of the plan tied to Product Group/Segment or Functional
Goals
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The actual
award earned for the annual portion will be determined as soon as
practical after the end of each fiscal year and will range between
zero and two times (0x – 2x) the opportunity for the portion
of the plan tied to Annual Corporate Financial Performance, as
follows (shown for FY 2008, subject to adjustment in future
years):
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Performance
Factor
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Weight
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Payout Range
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Payout Frequency
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Annual
Corporate Financial Performance
(Includes
AEG and Clarity)
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50
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%
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0%-200
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%
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Annual
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Product
Group/Segment or Functional Goals and Threshold Annual
Income
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50
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%
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0%-100
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%
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Annual
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Specific
Plan Mechanics
The
Compensation Committee shall determine appropriate total target
award opportunities for the CEO and Participants. The
Administrative Committee shall determine appropriate total target
award opportunities for all other employees in the
Plan. Opportunity levels are determined individually for
each Participant and are communicated to each Participant
separately.
The total
target award opportunity will be expressed as a percentage of Base
Salary. Base Salary will be calculated as a
Participant’s regular wages earned during the fiscal year,
before any deferrals (such as deferrals into the 401(k)
plan). The minimum payable will be zero based on
significant underperformance across all measurement dimensions, and
the maximum payable will be 1x for the portion tied to Quarterly
Product Group/Segment or Functional Goals and 2x for the portion
tied to Annual Corporate Financial Performance.
Performance
Measures and Goals
Specific
financial and operational performance measures shall be defined for
each Participant. The Compensation Committee will be
responsible for approving performance objectives for the Annual
Corporate Financial Performance portion of the plan for all
Participants. The objectives will be based on the
Company’s strategic operating plan, prior year performance,
and external market expectations for performance, among other
factors which may be considered by the Compensation Committee, in
its discretion.
The
Administrative Committee shall determine appropriate performance
objectives for Product Group/Segment or Functional Goals, including
individual MBOs, for Participants in the Plan, with the
Compensation Committee to approve the same for the CEO and
Participants. Examples of performance objectives that
might be included in this portion of the plan include:
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Working capital
efficiency metrics
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All approvals
for all performance measures and goals will be made within ninety
(90) days after the beginning of the fiscal year.
See Appendix A
for the current Annual Corporate Financial Performance objectives
and the measures to be included for each Product Group/Segment or
Functional Goals. Specific performance targets for the
Product Group/Segment or Functional Goals will be communicated to
each individual separately.
The
Compensation Committee will determine quarterly and annual awards
earned for the CEO, and annual awards for all other Participants.
The Administrative Committee will determine the
quarterly
