PLANTRONICS, INC. STAND-ALONE STOCK OPTION AGREEMENT
Exhibit 99.2
PLANTRONICS,
INC.
I. NOTICE
OF STOCK OPTION GRANT
Optionee:
Address:
Pursuant
to the offer letter by and between Optionee and the Company dated as of
July 11, 2005 (the “Offer
Letter”),
which
such document is hereby incorporated by reference, Optionee has been granted
a
Nonstatutory Stock Option to purchase Common Stock of the Company, subject
to
the terms and conditions of this Agreement, as follows:
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Date
of Grant
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____________,
2005
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Vesting
Commencement Date
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____________,
2005
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Exercise
Price per Share
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$
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Total
Number of Shares Granted
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Total
Exercise Price
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$
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Term/Expiration
Date:
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____________,
2015
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Vesting
Schedule:
This
Option will vest and may be exercised, in whole or in part, in accordance with
the following schedule:
Twenty-five
percent (25%) of the Shares subject to the Option will vest on the one-year
anniversary of the Vesting Commencement Date and 1/48th
of the
Shares subject to the Option will vest each month thereafter on the same day
of
the month as the Vesting Commencement Date (and if there is no corresponding
day, on the last day of the month), so that the Option will be fully vested
four
(4) years from the Vesting Commencement Date, subject to the Optionee continuing
to be a Service Provider through such dates.
Termination
Period
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This
Option may be exercised for ninety (90) days after Optionee ceases to be a
Service Provider, unless such termination is due to Optionee’s death, Disability
or Retirement, in which case this Option may be exercised for twelve (12)
months after
the
Optionee ceases to be a Service Provider, in accordance with Sections 7, 8,
9
and 10 of this Agreement. Notwithstanding the foregoing, in no event will this
Option be exercised later than the Term/Expiration Date provided above or
Section 11(c) hereof.
II. AGREEMENT
1. Definitions.
As used
herein, the following definitions will apply:
(a) “Agreement”
means
this stock option agreement between the Company and Optionee evidencing the
terms and conditions of this Option.
(b) “Applicable
Laws”
means
the requirements relating to the administration of stock options under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any
stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction that may apply
to
this Option.
(c) “Board”
means
the Board of Directors of the Company or any committee of the Board that has
been designated by the Board to administer this Agreement.
(d) “Change
in Control”
means
the occurrence of any of the following events:
(1) Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
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; or
(2) A
change
in the composition of the Board occurring within a two-year period, as a result
of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” will mean directors who either (A) are directors of the
Company as of the date hereof, 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
(3) The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or
(4) 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.
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(e) “Code”
means
the Internal Revenue Code of 1986, as amended. Any
reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.
(f) “Common
Stock”
means
the common stock of the Company.
(g) “Company”
means
Plantronics, Inc., a Delaware corporation.
(h) “Consultant”
means
any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.
(i) “Director”
means a
member of the Board.
(j) “Disability”
means
total and permanent disability as defined in Section 22(e)(3) of the
Code.
(k) “Employee”
means
any person employed by the Company or any Parent or Subsidiary of the Company.
An Employee will not cease to be such in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company
or
between the Company, its Parent, any Subsidiary, or any successor. Neither
service as a Director nor payment of a director’s fee by the Company will be
sufficient to constitute “employment” by the Company.
(l) “Exchange
Act”
means
the Securities Exchange Act of 1934, as amended.
(m) “Fair
Market Value”
means,
as of any date, the value of Common Stock determined as follows:
(1) If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the New York Stock Exchange (NYSE),
its Fair Market Value will be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system
for
the day of determination, as reported in The
Wall Street Journal
or such other source as the Board deems reliable;
(2) If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock will be the mean between the high bid and low asked prices for the Common
Stock on the day of determination, as reported in The
Wall Street Journal
or such other source as the Board deems reliable; or
(3) In
the absence of an established market for the Common Stock, the Fair Market
Value
will be determined in good faith by the Board.
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(n) “Nonstatutory
Stock Option”
means
an Option not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated
thereunder.
(o) “Notice
of Grant”
means a
written notice, in Part I of this Agreement, evidencing certain the terms and
conditions of this Option grant. The Notice of Grant is part of the Option
Agreement.
(p) “Option”
means
this stock option.
(q) “Optionee”
means [NAME].
(r) “Parent”
means a
“parent corporation,” whether now or hereafter existing, as defined in Section
424(e) of the Code.
(s) “Retirement”will
mean termination of Optionee’s status as a Service Provider after he reaches age
55 and has completed at least ten (10) years of employment or service with
the
Company or any Parent or Subsidiary of the Company.
(t) “Service
Provider”
means
an Employee, Director or Consultant.
(u) “Share”
means a
share of the Common Stock, as adjusted in accordance with Section 11 of this
Agreement.
(v) “Subsidiary”
means a
“subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.
2. Grant
of Option.
The
Company hereby grants to the Optionee the Option to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share
set
forth in the Notice of Grant (the “Exercise
Price”),
subject to the terms and conditions of this Agreement.
3. Exercise
of Option.
(a) Right
to Exercise.
This
Option is exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Grant and the applicable provisions of this
Agreement.
(b) Method
of Exercise.
This
Option is exercisable by delivery of an exercise notice, in the form attached
as
Exhibit
A
(the
“Exercise
Notice”)
or in such other form and manner as determined by the Board,
which
will state the election to exercise the Option, the number of Shares in respect
of which the Option is being exercised (the “Exercised
Shares”),
and
such other representations and agreements as may be required by the Company.
In
addition, Optionee agrees to execute, as a condition of Option exercise, such
agreements respecting the Exercised Shares as the Board, in its reasonable
discretion, determines to be required under the terms of agreements to which
the
Company is a party or otherwise advisable and in the best interests of the
Company. The
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Exercise
Notice will be completed by Optionee and will be delivered to the Secretary
of
the Company. The Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares together with any applicable
withholding taxes. This Option will be deemed to be exercised upon receipt
by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price and applicable withholding taxes.
(c) Legal
Compliance.
No
Shares will be issued pursuant to the exercise of this Option unless such
issuance and exercise complies with Applicable Laws. Assuming such compliance,
for income tax purposes the Exercised Shares will be considered transferred
to
the Optionee on the date the Option is exercised with respect to such Exercised
Shares.
4. Method
of Payment.
Payment
of the aggregate Exercise Price will be by any of the following, or a
combination thereof, at the election of the Optionee:
(a) cash
or
check;
(b) consideration
received by the Company under a cashless exercise program implemented by the
Company; or
(c) surrender
of other Shares, provided Shares acquired from the Company, (i) have
been
vested and owned by the Optionee for more than six (6) months on the date of
surrender, and
(ii)
have a Fair Market Value on the date of surrender equal to the aggregate
Exercise Price of the Exercised Shares.
5. Non-Transferability
of Option.
This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of
Optionee only by the Optionee. The terms of this Agreement will be binding
upon
the executors, administrators, heirs, successors and assigns of the
Optionee.
6. Term
of Option.
This
Option may be exercised only within the term set out in the Notice of Grant,
and
may be exercised during such term only in accordance with the terms of this
Agreement.
7. Termination
of Relationship as a Service Provider.
If the
Optionee ceases to be a Service Provider (other than for death or Disability),
this Option may be exercised for a period of ninety (90) days after the date
of
such termination (but in no event later than the expiration date of this Option
as set forth in the Notice of Grant or as provided in Section 11(c)) to the
extent that the Option is vested on the date of such termination. To the extent
that the Optionee does not exercise this Option within the time specified
herein, the Option will terminate.
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8. Disability
of Optionee.
If the
Optionee ceases to be a Service Provider as a result of the Optionee’s
Disability, this Option may be exercised for a period of twelve (12) months
after the date of such termination (but in no event later than the expiration
date of this Option as set forth in the Notice of Grant or as provided in
Section 11(c)) to the extent that the Option is vested on the date of such
termination. To the extent that Optionee does not exercise this Option within
the time specified herein, the Option will terminate.
9. Death
of Optionee.
If
Optionee dies while a Service Provider, the Option may be exercised at any
time
within twelve (12) months following the date of death (but in no event later
than the expiration date of this Option as set forth in the Notice of Grant
or
as provided in Section 11(c)), by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to
the extent that the Optionee was entitled to exercise the Option at the date
of
death. If, after death, the Optionee’s estate or a person who acquired the right
to exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option will terminate.
10. Retirement
of Optionee.
If a Optionee ceases to be a Service Provider as a result of his Retirement,
this
Option may be exercised for a period of twelve (12) months after the date of
such
Retirement (but
in
no event later than the expiration date of this Option as set forth in the
Notice of Grant or as provided in Section 11(c)) to the extent that the Option
is vested on the date of such Retirement.
If, after his Retirement, the Optionee does not exercise his Option within
the
time specified herein, the Option will terminate.
11. Adjustments Upon Changes in Capitalization,
Dissolution, Merger or Change in Control.
(a) Changes
in Capitalization.
Subject
to any required action by the stockholders of the Company, the number of shares
of Common Stock covered by this Option, as well as the price per share of Common
Stock covered by this Option, will be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other change in, or increase or
decrease in the number of issued shares of, Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of
any convertible securities of the Company will not be deemed to have been
“effected without receipt of consideration.” Such adjustment will be made by the
Board, whose determination in that respect will be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company
of
shares of stock of any class, or securities convertible into shares of stock
of
any class, will affect, and no adjustment by reason thereof will be made with
respect to, the number or price of shares of Common Stock subject to this
Option.
(b) Dissolution
or Liquidation.
In the
event of the proposed dissolution or liquidation of the Company, the Board
will
notify Optionee as soon as practicable prior to the effective date of such
proposed transaction. To the extent it has not been previously exercised, the
Option will terminate immediately prior to the consummation of such proposed
liquidation or dissolution.
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(c) Merger
or Change in Control.
In the
event of a merger of the Company with or into another corporation, or a Change
in Control, the Option will be assumed or an equivalent option substituted
by
the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation (or its Parent or
Subsidiary) refuses to assume or substitute for the Option, Optionee will fully
vest in and have the right to exercise the Option as to all of the Shares
subject to the Option, including Shares as to which it would not otherwise
be
vested or exercisable. To the extent the successor corporation (or its Parent
or
Subsidiary) refuses to assume of substitute for this Option, the Board will
notify the Optionee in writing or electronically that the Option will be fully
exercisable for a period time determined by the Board and the Option will
terminate upon the expiration of such period. For the purposes of this
paragraph, the Option will be considered assumed if, following the merger or
Change in Control, the option confers the right to purchase or receive, for
each
Share subject to the Option immediately prior to the merger or Change in
Control, the consideration (whether stock, cash, or other securities or
property) received in the merger or Change in Control by holders of Common
Stock
for each Share held on the effective date of the transaction (and if holders
were offered a choice of consideration, the type of consideration chosen by
the
holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or Change in Control is not solely
common stock of the successor corporation or its Parent, the Board may, with
the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share subject to the Option,
to be solely common stock of the successor corporation or its Parent equal
in
fair market value to the per share consideration received by holders of Common
Stock in the merger or Change in Control.
12. Notices.
Any
notice, demand or request required or permitted to be given by either the
Company or Purchaser pursuant to the terms of this Agreement will be in writing
and will be deemed given when delivered personally or deposited in the U.S.
mail, First Class with postage prepaid, and addressed to the parties at the
addresses of the parties set forth at the end of this Agreement or such other
address as a party may request by notifying the other in writing.
13. Withholding
Taxes.
Optionee agrees to make appropriate arrangements with the Company (or the Parent
or Subsidiary employing or retaining Optionee) for the satisfaction of all
Federal, state, and local income, employment and other tax withholding
requirements applicable to the Option exercise. Optionee acknowledges and agrees
that the Company may refuse to honor the exercise and refuse to deliver Shares
if such withholding amounts are not delivered at the time of
exercise.
14. Entire
Agreement; Governing Law.
This
Agreement, together with the Offer Letter, constitute the entire agreement
of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee
with
respect to the subject matter hereof, and may not be modified adversely to
the
Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but
not
the choice of law rules, of Pennsylvania.
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15. Option
Confidentiality.
Optionee agrees, as a condition of receiving the Option, that such Option may
be
forfeited and become null and void, with respect to all vested and unvested
Shares subject to such Option at the time immediately preceding such forfeiture,
upon the date, if any, that the Company reasonably determines that Optionee
has
disclosed, either directly or indirectly, any of the material terms of this
Agreement to (i) any other Employee or Consultant, or (ii) any third
party,
other than (1) disclosure to personal legal counsel or financial or tax
advisers, if any, (2) disclosure required by Applicable Laws,
(3) disclosure of information that has already been publicly disclosed
by
the Company, or (4) disclosure reasonably necessary for the proper
administration of this Agreement.
16. NO
GUARANTEE OF CONTINUED SERVICE.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER
AT
THE WILL OF THE COMPANY OR ANY PARENT OR SUBSIDIARY EMPLOYING OPTIONEE (AND
NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUES ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL
NOT
INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S (OR ITS PARENT’S OR
SUBSIDIARY’S) RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER
AT ANY TIME, WITH OR WITHOUT CAUSE.
-8-
By
Optionee’s signature and the signature of the Company’s representative below,
Optionee and the Company agree that this Option is granted under and governed
by
the terms and conditions of this Agreement. Optionee has reviewed this Agreement
in its entirety, has had an opportunity to obtain the advice of counsel prior
to
executing this Agreement and fully understands all provisions of this Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Board upon any questions relating to this Agreement.
Optionee further agrees to notify the Company upon any change in the residence
address indicated below.
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OPTIONEE
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PLANTRONICS,
INC.
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Signature
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By
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Print
Name
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Title
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Residence
Address
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EXHIBIT
A
PLANTRONICS,
INC.
EXERCISE
NOTICE
Plantronics,
Inc.
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Attention: Human
Resources
1. Exercise
of Option.
Effective as of today, ________________, 20__, the undersigned (“Purchaser”)
hereby elects to purchase ______________ shares (the “Shares”)
of the
Common Stock of Plantronics, Inc. (the “Company”) under and pursuant to the
Stand-Alone Stock Option Agreement dated ___________, 2005 (the “Option
Agreement”). The purchase price for the Shares will be $_______, as required by
the Option Agreement.
2. Delivery
of Payment.
Purchaser herewith delivers to the Company the full purchase price for the
Shares together with any required withholding taxes to be paid in connection
with the exercise of the Option.
3. Representations
of Purchaser.
Purchaser acknowledges that Purchaser has received, read and understood the
Option Agreement and agrees to abide by and be bound by its terms and
conditions.
4. Rights
as Shareholder.
Until
the issuance (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company) of the Shares, no right
to vote or receive dividends or any other rights as a stockholder will exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Shares so acquired will be issued to the Purchaser as soon as practicable
after exercise of the Option. No adjustment will be made for a dividend or
other
right for which the record date is prior to the date of issuance, except as
provided in Section 11 of the Option Agreement.
5. Tax
Consultation.
Purchaser understands that Purchaser may suffer adverse tax consequences as
a
result of Purchaser’s purchase or disposition of the Shares. Purchaser
represents that Purchaser has consulted with any tax consultants Purchaser
deems
advisable in connection with the purchase or disposition of the Shares and
that
Purchaser is not relying on the Company for any tax advice.
6. Successors
and Assigns.
The
Company may assign any of its rights under this Exercise Notice to single or
multiple assignees, and this Exercise Notice will inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice will be binding upon Purchaser and his
or
her heirs, executors, administrators, successors and assigns.
7. Interpretation.
Any
dispute regarding the interpretation of this Exercise Notice will be submitted
by Purchaser or by the Company forthwith to the Board of Directors of the
Company (the “Board”), which will review such dispute at its next regular
meeting. The resolution of such a dispute by the Board will be final and binding
on all parties.
8. Entire
Agreement; Governing Law.
The
Option Agreement is incorporated herein by reference together with any documents
incorporated by reference therein. This Exercise Notice, together with the
Option Agreement, constitute the entire agreement of the parties with respect
to
the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser’s interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules,
of
Pennsylvania.
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Submitted
by:
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Accepted
by:
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OPTIONEE
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PLANTRONICS,
INC.
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Signature
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Print
Name
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Address
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Address
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Date
Received:
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