form8-k012709.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 26, 2009
PLANTRONICS,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-12696
(Commission
File No.)
|
77-0207692
(I.R.S.
Employer
Identification
Number
|
345
Encinal Street, Santa Cruz, California 95060
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (831) 426-5858
N/A
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provision (
see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) Compensatory Arrangements of Certain
Officers
On
January 26, 2009, the Compensation Committee (the “Committee”) of the
Board of Directors of Plantronics, Inc. (the “Company”) approved
entering into (i) change of control severance agreements with certain of
its named executive officers(the “Change of Control Agreements”) and (ii) an
amended and restated employment agreement with Mr. Ken Kannappan, the Company’s
President and Chief Executive Officer (the “CEO Employment Agreement”). The
Company is not entering into a change of control severance agreement with Mr.
Philip Vanhouttee as of the date of this report on Form 8-K. The Change of
Control Agreements are primarily technical changes intended to comply with
Section 409A (“Section 409A”) of the U.S. Internal Revenue Code (the
“Code”). The following summaries are qualified in their
entirety by reference to the form of Change of Control Agreements and the CEO
Employment Agreement which are attached hereto as Exhibits 10.1 and
10.2, respectively, and incorporated herein by reference.
The
Change of Control Agreements
The
Change of Control Agreements provide that cash severance benefits will be
payable following the executive’s “separation from service” with the Company
within the meaning of Section 409A and that such payments may be subject to a
six-month delay period if required under Section 409A. The agreements
also include technical changes in the timing of certain severance payments
intended to comply with Section 409A.
In
general, each of the Change of Control Agreements provides that, if a “Change of
Control” (as defined in the Change of Control Agreements) occurs, the
executive’s outstanding equity awards will vest according to the vesting
schedule specified in the Company’s 2003 Stock Option Plan. In
addition, if the executive’s employment is terminated by the Company without
“Cause” or by the executive for “Good Reason” (as those terms are defined in the
Change of Control Agreements) within twenty-four (24) months after a Change of
Control, the executive will be entitled to receive (i) accrued compensation;
(ii) a severance payment equal to the sum of (A)100% of the
executive’s annual base salary 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) 100% of the executive’s quarterly target incentive bonus;
and (C)100% of the executive’s annual target incentive bonus.
The
Change of Control Agreements also provide for the executive to receive the
following severance benefits: (i) continuation of certain health benefits for
the executive and his eligible dependents for not more than 12 (twelve) months
following the termination date; and (ii) full vesting of the executive’s equity
awards to the extent outstanding on the termination date and not otherwise
vested.
The
Change of Control Agreements also contain provisions that are designed to result
in the greatest amounts of benefits after taking into account taxes that may be
payable under Section 4999 of the Code if any of the benefits constitute
“parachute payments” under 280G of the Code.
The
Change of Control Agreement for Ms. Scherer, Senior Vice President and Chief
Financial Officer of the Company, is identical to the form agreements with the
exception that she will be entitled to receive a severance payment equal to the
sum of (A) 200% of her annual base salary , (B) 200% of her quarterly
target incentive bonus, and (C) 200% of her annual target incentive
bonus.
The
CEO Employment Agreement
If Mr. Kannappan’s employment terminates for any reason, other than for Cause
(as defined in the CEO Employment Agreement), then Mr. Kannappan shall, for the
period of twenty-four (24) months following the termination date 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” (each as defined
in the CEO Employment Agreement).
If
Mr. Kannappan voluntarily reduces his compensation as a cost reduction measure,
his cash compensation in such case 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 his compensation (the “Voluntary
Compensation”). To remove any ambiguity in the calculating the foregoing amount,
after the foregoing payments are completed, Mr. Kannappan 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.
If
the Company terminates
Mr. Kannappan’s employment without Cause or if Mr.
Kannappan
resigns from
such employment for Good Reason (as defined in the
CEO Employment Agreement), and such termination
occurs on or within twenty-four (24) months after a Change of Control (as
defined in the CEO Employment Agreement), then Mr. Kannappan shall
receive the following: (i) accrued compensation; (ii) a severance
payment equal to the sum of (A) 300% of his annual base salary in
effect immediately prior to the termination date or (if greater) at the level in
effect immediately prior to the change of control; (B) 100% of his quarterly
target incentive bonus; and (C)100% of his annual target incentive
bonus. The CEO Employment Agreement provides that, if Mr. Kannappan is
entitled to receive both the Voluntary Compensation and the compensation
described in this paragraph, he shall be entitled to receive either such payment
which yields him the greatest economic benefit.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
Number
|
Description
of Document
|
10.1
|
Form
of Change of Control Severance Agreement
|
10.2
|
Amended
and Restated Employment Agreement, dated January 26, 2009 between the
Company and S. Kenneth Kannappan.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
January 30, 2009
|
|
|
|
PLANTRONICS,
INC.
|
|
|
|
|
By:
|
/s/
|
|
Name:
|
Barbara
Scherer
|
|
Title:
|
Senior
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer)
|
EXHIBIT
INDEX
Exhibit Index Description of
Document
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