SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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PLANTRONICS, INC.
(Name of Registrant as Specified in its Charter)

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	Proxy Statement
PRINCIPAL EXECUTIVE OFFICES 345 Encinal Street Santa Cruz, CA 95060	PLACE OF MEETING Plantronics, Inc. 345 Encinal Street Santa Cruz, CA 95060

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 27, 2003

To the Stockholders:

Our 2003 Annual Meeting of Stockholders will be held on Friday June 27, 2003 at 2:00 p.m., PDT, at 345 Encinal Street, Santa Cruz, California. Our Board of Directors is soliciting proxies for the Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. We ask that you please read it carefully.

The purpose of the Annual Meeting is to:

1. Elect six directors to serve until the next Annual Meeting.
2. Ratify and approve an increase of 100,000 shares in the Common Stock issuable under the 2002 Employee Stock Purchase Plan.
3. Approve the adoption of the 2003 Stock Plan.
4. Ratify the appointment of PricewaterhouseCoopers LLP as independent accountants of Plantronics for fiscal 2004.
5. Transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

Only Plantronics stockholders of record at the close of business on April 30, 2003 are entitled to vote at the Annual Meeting. To assure your representation at the Annual Meeting, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible. We enclose a postage-prepaid envelope for that purpose. You may also cast your vote by telephone or over the Internet as instructed on the enclosed proxy card. Any stockholder attending the Annual Meeting may vote in person, even if she or he has returned a proxy, or voted by telephone or over the Internet.

BY ORDER OF THE BOARD OF DIRECTORS

Rich Pickard
Secretary

Santa Cruz, California
June 2, 2003

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE. PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ALTERNATIVELY, YOU MAY VOTE OVER THE INTERNET OR BY TELEPHONE, AS INSTRUCTED ON THE PROXY CARD.

Ken Kannappan

President and Chief Executive Officer

June 2, 2003

Dear Fellow Stockholders:

The outlook for continued adoption of telecommunications headsets remains strong as wireless products increase value and convenience. Plantronics is well positioned for these growth opportunities with significant new products planned for introduction in the coming year. Long term, we believe that wireless technologies will be enhanced by voice command and voice recognition applications, and create even greater opportunities for us to enhance personal communications.

We are conscious of the significant cost to stockholders of stock option programs. At this time, it appears likely that stock options will be expensed in the future, and we anticipate the level of stock option awards will consequently decline at technology companies, reducing the level of grants we must provide to be competitive with the market. Although new industry standards are not yet clear, we believe it is appropriate to anticipate this. Accordingly, our proposal to approve our 2003 Stock Plan with 1,000,000 shares reserved for issuance is a 50% reduction from the 2,000,000 share increase approved last year to our 1993 Stock Option Plan, which is about to expire.

In pursuit of our long-term objectives, we are asking our stockholders to approve four key proposals at our Annual Meeting. First, we seek the election of six members of our Board of Directors. Second, we seek the ratification and approval of an increase of 100,000 shares in the Common Stock issuable under the 2002 Employee Stock Purchase Plan. Third, we seek your approval of the adoption of the 2003 Stock Plan, which is necessary at this time since our existing plans will expire in September 2003. Finally, we ask that you ratify the appointment of PricewaterhouseCoopers LLP as our independent accountants for fiscal 2004.

Each of the proposals is discussed in greater detail in the following Proxy Statement. Thank you for your support of Plantronics.

Very truly yours,

Ken Kannappan

PLANTRONICS, INC.

________________

PROXY STATEMENT

FOR 2003 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

Your vote is very important. Our Board of Directors is soliciting proxies for the 2003 Annual Meeting of Stockholders. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

This Proxy Statement, the form of proxy and the 2003 Annual Report to Stockholders will be mailed to stockholders on or about June 2, 2003. The Annual Report is not a part of this Proxy Statement. Our principal executive offices are located at 345 Encinal Street, Santa Cruz, California. Our telephone number at that location is (800) 544-4660.

The Annual Meeting will be held at 2:00 p.m. PDT on June 27, 2003 at our Santa Cruz office location at 345 Encinal Street, Santa Cruz, California.

Plantronics will pay the costs of soliciting proxies from stockholders. We have engaged The Proxy Advisory Group of Strategic Stock Surveillance, LLC to assist us in the solicitation of proxies from brokers, bank nominees and other institutional owners, for a fee of $7,500, plus expenses. We may also reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding the voting materials to the beneficial owners. Directors, officers and regular employees may solicit proxies on behalf of Plantronics, without additional compensation, personally or by telephone.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Who Can Vote?

The Board of Directors set April 30, 2003 as the record date for the Annual Meeting. All stockholders who owned Plantronics Common Stock at the close of business on April 30, 2003 may attend and vote at the Annual Meeting or any adjournments thereof. Each stockholder is entitled to one vote for each share of Common Stock held on all matters to be voted on. At the close of business on the record date, there were 43,630,273 shares of Common Stock outstanding.

How Many Votes Are Required to Hold a Meeting?

A quorum is necessary to hold a valid Annual Meeting of Stockholders. The presence, in person or by proxy, of stockholders representing a majority of the shares of Plantronics Common Stock outstanding and entitled to vote constitutes a quorum. Abstentions and broker "non-votes" are counted as present and entitled to vote for determination of a quorum.

An abstention is a properly executed proxy marked ABSTAIN for any matter. A broker "non-vote" occurs when shares held by a broker for a beneficial owner are represented at the Annual Meeting but are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner, and (2) the broker lacks discretionary voting power to vote such shares.

How Many Votes Are Required to Pass a Proposal?

A plurality of the votes cast is required to elect directors. This means that the nominees who receive the greatest number of votes for each open seat will be elected. Votes withheld and broker "non-votes" are not counted for purposes of electing directors.

A vote is withheld when a properly executed proxy is marked VOTE WITHHOLD for the election of one or more directors.

The affirmative vote of a majority of the votes present or represented and entitled to vote is required for all other matters.

How Does the Board Recommend I Vote on the Proposals?

The Board recommends votes:

• FOR each of the nominees for the Board of Directors listed in this Proxy Statement.

• FOR the ratification and approval of an increase of 100,000 shares in the Common Stock issuable under the 2002 Employee Stock Purchase Plan (the "2002 ESPP").

• FOR the approval of the adoption of the 2003 Stock Plan.

• FOR the appointment of PricewaterhouseCoopers LLP, independent accountants, to audit the consolidated financial statements of Plantronics for its fiscal 2004.

What Does it Mean to Vote by Proxy?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this way, you assure that your vote will be counted even if you are unable to attend the Annual Meeting. In this case, we are asking you to give your proxy to Ken Kannappan, our President and Chief Executive Officer, Barbara Scherer, our Senior Vice President - Finance & Administration, and Chief Financial Officer, and Rich Pickard, our Vice President - Legal, General Counsel and Secretary (the "Proxyholders"). If you give your proxy but do not include specific instructions on how to vote, the Proxyholders will vote your shares for the election of the Board's nominees, for the ratification and approval of an increase of 100,000 shares in the Common Stock issuable under the 2002 ESPP, for the approval of the adoption of the 2003 Stock Plan, and for the ratification of the appointment of the independent accountants.

What Is the Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner?

Most Plantronics stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record - If your shares are registered directly in your name with Equiserve, Plantronics' transfer agent, you are considered, with respect to those shares, the Stockholder of Record, and these proxy materials are being sent directly to you by Plantronics. As the Stockholder of Record, you have the right to grant your voting proxy directly to the Proxyholders or to vote in person at the Annual Meeting. Plantronics has enclosed or sent a proxy card for you to use.

Beneficial Owner - If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the Beneficial Owner of shares held in "street name," and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the Stockholder of Record. As the Beneficial Owner, you have the right to direct your broker how to vote and are also invited to attend the Annual Meeting. However, since you are not the Stockholder of Record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

How Can I Vote?

Plantronics is offering you four methods of voting:

• You may indicate your vote on the enclosed proxy card by signing and dating the card where indicated and mailing the card in the enclosed prepaid envelope;

• You may vote by telephone;

• You may vote over the Internet; and

• Finally, you may also vote in person at the Annual Meeting.

Each stockholder is entitled to one vote for each share of Common Stock on all matters presented at the Annual Meeting. Stockholders do not have the right to cumulate their votes for the election of directors.

Electronic voting by telephone or over the Internet may depend on whether you are a Stockholder of Record or hold your shares as a Beneficial Owner as discussed above in the answer to the question: What Is the Difference Between Holding Shares as a Stockholder of Record and as a Beneficial Owner? Stockholders of Record may vote electronically by telephone or over the Internet by following the instructions included with their proxy card. Stockholders whose shares are registered in the name of a bank or brokerage firm may be eligible to vote electronically over the Internet or by telephone. A large number of banks and brokerage firms are participating in the ADP Investor Communication Services online program. This program provides eligible stockholders the opportunity to vote over the Internet or by telephone. Voting forms will provide instructions for stockholders whose bank or brokerage firm is participating in ADP's program.

Stockholders not wishing to vote electronically over the Internet or whose proxy voting form does not reference Internet or telephone voting information should complete and return the enclosed paper proxy voting card. Signing and returning the proxy card or submitting the proxy over the Internet or by telephone does not affect the right to vote in person at the Annual Meeting.

All shares entitled to vote and represented by properly completed proxies received before the Annual Meeting and not revoked will be voted at the Annual Meeting as you instructed. If you do not indicate how your shares should be voted on a matter, the shares represented by your properly completed proxy voting card will be voted as the Board of Directors recommends.

How Can I Vote My Shares in Person at the Meeting?

Stockholders of Record. Shares held directly in your name as the Stockholder of Record may be voted in person at the Annual Meeting. If you choose to do so, please bring the enclosed proxy card or proof of identification.

Beneficial Shareholders. Shares held in street name may be voted in person by you only if you obtain a signed proxy from the record holder giving you the right to vote the shares.

EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU ALSO SUBMIT YOUR PROXY AS DESCRIBED BELOW SO THAT YOUR VOTE WILL BE COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE MEETING.

What Happens if Additional Proposals are Presented at the Meeting?

Other than the election of directors and the three proposals described in this Proxy Statement, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the persons named as Proxyholders (Ken Kannappan, our President and Chief Executive Officer, Barbara Scherer, our Senior Vice President - Finance & Administration, and Chief Financial Officer, and Rich Pickard, our Vice President- Legal, General Counsel and Secretary) will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. Under our By-laws, the deadline for notifying us of any additional proposals to be presented at the Annual Meeting has passed and, accordingly, stockholders may not present proposals at the Annual Meeting.

Can I Change My Vote?

You may change your proxy instructions at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares held beneficially by you, you may accomplish this by timely submitting new voting instructions to your broker or nominee.

How Can I Contact Plantronics to Request Materials or Information Referred to in these Questions and Answers?

You may contact us:

• By mail addressed to:

Plantronics, Inc.
Attn: Investor Relations
345 Encinal Street
Santa Cruz, CA 95060

• By calling (831) 426-5858 or (800) 544-4660 and asking for Investor Relations.

• By leaving a message on our Website at: http://www.plantronics.com/north_america/en_US/forms/ir_request.jhtml

We encourage you to conserve natural resources, as well as reduce printing and mailing costs, by signing up for electronic delivery of our stockholder communications materials. By signing up for electronic delivery, you can receive our proxy materials and stockholder communications as soon as they are available without waiting for them to arrive in the mail. You can also reduce the number of bulky documents in your personal files, eliminate duplicate mailings, conserve natural resources and help us reduce our printing and mailing costs. To sign up for electronic delivery:

• Stockholder of Record. If you are a Stockholder of Record (you hold your Plantronics shares in your own name through Plantronics' transfer agent, Equiserve, or you have stock certificates), visit www.eproxyvote.com/plt to enroll.
• Beneficial Shareholder. If you are a beneficial holder (your shares are held by a brokerage firm, a bank or a trustee), visit www.proxyvote.com to enroll.

Your electronic delivery enrollment will be effective until canceled. If you have questions about electronic delivery, please call Plantronics' Investor Relations at the numbers set forth above.

What Is "householding"?

We may send a single set of proxy materials and other stockholder communications to any household at which two or more stockholders reside. This process is called "householding." This reduces duplicate mailings, saves printing and postage costs as well as natural resources. Proxy materials and other stockholder communications to you may be householded based on your prior express or implied consent. If your proxy materials are being householded and you wish to receive separate copies of the Proxy Statement and/or Annual Report, you may contact our Investor Relations office by mail, telephone or the Internet, as described above. If you received a householded mailing this year and you would like to have additional copies mailed to you or you would like to opt out of this practice for future mailings, please submit your request via e-mail to general.counsel@plantronics.com or in writing to Plantronics' Corporate Secretary at 345 Encinal Street, Santa Cruz, CA 95060.

Voting by Participants in Plantronics' 401(k) Plan

If a stockholder is a participant in the Plantronics 401(k) Plan, the proxy card will serve as a voting instruction for the trustees of that plan. If shares of Common Stock in the 401(k) Plan are not voted by returning the proxy card representing such shares, those shares will be voted by the trustees in the same proportion as the shares properly voted.

Deadline for Receipt of Stockholder Proposals

A stockholder wishing to submit a proposal considered for inclusion in the proxy statement and form of proxy relating to the 2004 Annual Meeting of Stockholders must submit it in the form of a written proposal, and it must be received by Plantronics no later than February 3, 2004, as required by the rules under the Securities and Exchange Commission.

A stockholder wishing to make a proposal at the 2004 Annual Meeting of Stockholders must submit a written proposal that is received by Plantronics no later than April 18, 2004 in accordance with Plantronics' By-laws.

Date of Our Fiscal Year End

This Proxy Statement provides information about the matters to be voted on at the Annual Meeting and also additional information about Plantronics, its officers and directors. Some of the information is stated as of the end of fiscal 2003 and some information is provided as of the more current date of April 30, 2003. Each of our fiscal year ends on the Saturday closest to the last day of March. Our fiscal 2003 ended on March 29, 2003. For purposes of consistent presentation, we have indicated in this Proxy Statement that each fiscal year ended "March 31" of the given year, even though the actual fiscal year end may have been on a different calendar date.

PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

A Board of six directors is to be elected at the Annual Meeting of Stockholders. Unless otherwise instructed, the Proxyholders will vote the proxies received by them for Plantronics' six nominees named below. If any nominee of Plantronics is unable or declines to serve as a director at the time of the Annual Meeting of Stockholders, the proxies will be voted for any nominee who shall be designated by the present Board of Directors to fill the vacancy. We are not aware of any nominee who will be unable or will decline to serve as a director. The term of office for each person elected as a director will continue until the next Annual Meeting of Stockholders or until a successor has been elected and qualified.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES LISTED BELOW.

The names of the nominees and certain information about them as of April 30, 2003 are set forth below:

Name of Nominee	Age	Positions With Plantronics	Director Since
Marv Tseu(1)	55	Director and Chairman of the Board	1999
Ken Kannappan	43	Director, President and Chief Executive Officer	1999
Patti Hart(2)(3)	47	Director	2000
Trude Taylor(2)(3)	82	Director	1989
David Wegmann(1)(2)(3)	56	Director	1988
Roger Wery(1)	41	Director	2001

__________

1. Member of the Corporate Governance and Nominating Committee
2. Member of the Audit Committee
3. Member of the Compensation Committee

Business Experience of Directors

Mr. Tseu was elected to the Board of Directors in 1999 and serves as Chairman of the Board. He is a founder and the Chief Executive Officer of Active Reasoning, Inc., an early stage private company that produces resource management software to help enterprises manage their IT operations. Active Reasoning was founded in October 2002. Since November 2001, Mr. Tseu has also been a consulting Venture Partner with ComVentures, LLP, a venture capital firm focusing on communications companies. From February 2001 to July 2001, Mr. Tseu was Chief Executive Officer of Method Networks, Inc. an Internet technology company helping enterprises automate the management of their Internet networks. From October 1999 to October 2000, Mr. Tseu was President and Chief Executive Officer of SiteSmith, Inc., a leading provider of outsourced Internet site operations that he co-founded. From August 1998 to July 1999, Mr. Tseu served as President of Structured Internetworks, Inc., a company engaged in the design and marketing of bandwidth allocation products.

Mr. Kannappan serves as President and Chief Executive Officer of Plantronics and has been a member of the Board since 1999. He joined Plantronics in February 1995 as Vice President. He has held various executive positions within Plantronics and managed Sales, Europe, Operations, our Mobile Communications and Walker Equipment business groups prior to being promoted to President and Chief Operating Officer in 1998. In January 1999, Mr. Kannappan was promoted to Chief Executive Officer and appointed to the Board of Directors. Prior to joining Plantronics, Mr. Kannappan was Senior Vice President of Investment Banking for Kidder, Peabody & Co. Incorporated, where he was employed from August 1985 through January 1995. Mr. Kannappan has a Bachelor of Arts degree in Economics from Yale University and a Masters of Business Administration from Stanford University. Mr. Kannappan is also a director of Mattson Technology, Inc., a supplier of advanced process equipment for the semiconductor industry, and Integrated Device Technology, Inc., a manufacturer of communications integrated circuits.

Ms. Hart most recently served as President and Chief Executive Officer of Excite@Home, Inc. ("Excite@Home") and was the Chairman of its Board of Directors for the period between April 2000 and March 2002. Excite@Home filed for protection under Chapter 11 of the Federal Bankruptcy Code on September 28, 2001. Prior to joining Excite@Home, Ms. Hart was President and Chief Executive Officer of Telocity, Inc. and was a member of its Board of Directors between July 1999 and March 2001. From February 1994 through April 1999, Ms. Hart served as President and Chief Operating Officer of Sprint's Long Distance Division. Ms. Hart joined Sprint in 1986 as a national account manager. Through the years, Ms. Hart has held several executive management positions within the Sprint organization, including Vice President and General Manager of the Great Lakes Area for Sprint. Ms. Hart is also a member of the board of directors of Korn/Ferry International.

Mr. Taylor has been a private investor since 1987 and a principal in TC Associates, a management consulting firm, since 1984. Mr. Taylor served as a director of Plantronics' former operating subsidiary, Plantronics, Inc., from 1969 until its merger into Plantronics in January 1994 as part of Plantronics going public. Mr. Taylor was Chairman of the Board of Directors and a director of Zehntel, Inc. ("Zehntel"), a manufacturer of automated test equipment and a former subsidiary of Plantronics, Inc., from 1984 to 1987, and was Chief Executive Officer of Zehntel from 1984 to 1985. Mr. Taylor was also the Chairman of the Board of Directors, President and Chief Executive Officer of Electronic Memories and Magnetics Corporation, a manufacturer of computer peripherals, from 1969 until 1984. Mr. Taylor is also currently a director of Qualstar Corporation, a designer and manufacturer of magnetic back-up tape libraries, and several privately held corporations.

Mr. Wegmann has been a private investor since August 1988. Prior to that, Mr. Wegmann was a Vice President of Citicorp Venture Capital Ltd. ("CVC"). Mr. Wegmann was the President and sole director of PI Parent Corporation, a privately held holding company, from that company's inception in August 1988 until March 1989. Mr. Wegmann also served as a director of Plantronics, Inc., the operating subsidiary of PI Parent Corporation from March 1989 until the merger of Plantronics, Inc. into PI Parent Corporation in January 1994. At the time of that merger, PI Parent Corporation changed its name to Plantronics, Inc.

Mr. Wery is a director and employee of Pittiglio Rabin Todd & McGrath ("PRTM"), a management consulting firm that provides consulting services to technology-centric companies, including Plantronics. He advises telecommunications services and equipment providers, as well as computer and semiconductor companies. He assists senior management of these organizations in formulating and implementing growth strategies, as well as enterprise-wide performance improvement initiatives. Mr. Wery joined PRTM in April 2000. PRTM has a consulting agreement with Plantronics under which it has provided management consulting services to Plantronics since fiscal 2001, although Mr. Wery has not been directly involved in providing such services. See "Certain Transactions" below. Prior to joining PRTM, Mr. Wery was an Executive Vice President of Adventis (previously Renaissance Worldwide, Inc.), an international consultancy. Mr. Wery joined Adventis in 1994 as a director in the Telecom Services and Equipment Industry Group. Mr. Wery also spent 6 years with Mercer Management in Paris, the consulting arm of Marsh & McLennan Companies.

Board Meetings and Committees

The Board of Directors of Plantronics held a total of eight meetings, and acted by unanimous written consent twice, during the fiscal year ended March 31, 2003. During three full Board meetings, Mr. Kannappan, the CEO and a director, left for a period during the meeting while the Board met in executive session. One other additional executive session was held during the year. The Board of Directors has an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, each of which has adopted a written charter.

The Audit Committee, which consists of directors Hart, Taylor, and Wegmann (Chairman), met six times during fiscal 2003. This Committee is responsible for overseeing actions taken by Plantronics' financial reporting staff, internal control processes, and hiring independent accountants, among other things. Each member of the Audit Committee is "independent" as defined under the New York Stock Exchange listing standards and the Board has determined that each member is also an "audit committee financial expert," as that term has been defined by the Securities and Exchange Commission. A report of the Audit Committee is attached to this Proxy Statement as Appendix A.

The Compensation Committee, which consists of directors Hart, Taylor (Chairman) and Wegmann, met three times, during fiscal 2003. This Committee is responsible for determining salaries, incentives and other forms of compensation for directors, officers and other highly compensated employees of Plantronics and administers various incentive compensation and benefit plans. A report of the Compensation Committee is attached to this Proxy Statement as Appendix B.

The Corporate Governance and Nominating Committee consists of directors Tseu (Chairman), Wegmann, and Wery. The Corporate Governance and Nominating Committee is responsible under the direction of the Board for identifying and interviewing potential additions or replacement members of the Board and assists the Board in determining the appropriate governance guidelines for the Board, management and the company. The Corporate Governance and Nominating Committee did not meet in fiscal 2003; however, the Board and management have consulted with the Corporate Governance and Nominating Committee on corporate governance issues, which have been discussed at both quarterly and executive session Board meetings during fiscal 2003.

Stockholders wishing to recommend persons for consideration by the Corporate Governance and Nominating Committee as nominees for election to the Board of Directors can do so by writing to the Secretary of Plantronics at its principal executive offices giving each such person's name, biographical data and qualifications. Any such recommendation should be accompanied by a written statement from the person recommended of his or her consent to be named as nominee and, if nominated and elected, to serve as a director. Plantronics' By-laws also contain a procedure for stockholder nomination of directors.

No director attended fewer than 75% of the sum of the total number of meetings of the Board of Directors and committees upon which that director served.

Compensation of Directors

In fiscal 2003, each director of Plantronics, other than Mr. Kannappan, received a retainer fee of $5,000 per quarter, and the Chairman received a quarterly retainer fee of $10,000. Directors also were entitled to reimbursement of expenses incurred in connection with attendance at Board and committee meetings.

Each director also received a fee of $1,000 for attendance at each regularly scheduled quarterly meeting of the Board of Directors and each executive session of the Board of Directors that is not on the same date as the Board meeting, and the Chairman received a fee of $2,000 for attendance at each such meeting.

Each member of the Compensation Committee received $1,000 for attendance at each regularly scheduled committee meeting, and the Chairman received $2,000 for attendance at each such meeting.

Each quarter, the Audit Committee reviews and approves Plantronics' quarterly and year-to-date financial statements prior to public disclosure. The Audit Committee members do not receive compensation for their attendance at these telephonic meetings. For all other meetings of the Audit Committee, each member received $1,000 for their attendance, and the Chairman received $2,000 for attendance at each such meeting.

The Chair of the Corporate Governance and Nominating Committee receives no additional remuneration, however, the other members of the Corporate Governance and Nominating Committee receive an additional $1,000 in each quarter in which there is an active search underway for a new member of the Board and for attendance at each meeting of this committee.

Each non-employee director of Plantronics is entitled to participate in Plantronics' 1993 Director Stock Option Plan (the "Director Plan"). Pursuant to the Director Plan, directors Hart, Taylor, Tseu, Wegmann and Wery each received on January 15, 2003 an option to purchase 3,000 shares of Common Stock at an exercise price of $16.12 per share. The Director Plan will expire in September 2003. If Proposal Three to adopt the 2003 Stock Plan is approved at the Annual Meeting, directors will be eligible to participate in the 2003 Stock Plan.

Vote Required

If a quorum is present and entitled to vote or represented at the Annual Meeting of Stockholders, the six nominees receiving the highest number of votes will be elected to the Board of Directors. Votes withheld from any nominee will be counted for purposes of determining the presence or absence of a quorum for transaction of business at the Annual Meeting, but will have no other legal effect upon the election of directors under Delaware law.

PROPOSAL TWO

APPROVAL OF A 100,000 SHARE INCREASE IN SHARES
ISSUABLE UNDER THE 2002 EMPLOYEE STOCK PURCHASE PLAN

Plantronics is seeking stockholder approval of an amendment of the 2002 Employee Stock Purchase Plan (the "2002 ESPP") to increase the number of shares issuable under the 2002 ESPP. The 2002 ESPP was adopted by the Board of Directors and approved by Plantronics' stockholders in July 2002. The 2002 ESPP originally authorized the issuance of 200,000 shares. However, the stock authorized under the 2002 ESPP was purchased by employees in somewhat greater amounts than anticipated and a further increase is believed prudent to make available sufficient shares for issuance under this plan on an ongoing basis. On May 5, 2003, the Board of Directors approved an increase of 100,000 shares issuable under the 2002 ESPP, subject to stockholder approval. As of April 30, 2003 there remained 143,194 shares available for future purchases.

The Board of Directors believes that the 2002 ESPP is an important component of our total employee benefit package and that it is in the best interest of Plantronics and our stockholders for the stockholders to approve the proposed increase in shares available for purchase by employees under the 2002 ESPP. If our stockholders approve the increase of shares under the 2002 ESPP, the total number of shares of Common Stock available for future purchases under the 2002 ESPP will be 243,194.

For a description of the principal features of the 2002 ESPP, see "Appendix C -- Description of the Plantronics, Inc. 2002 ESPP."

Vote Required

The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve the amendment to the 2002 ESPP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE AMENDMENT TO THE 2002 ESPP.

PROPOSAL THREE

APPROVAL OF THE ADOPTION OF THE 2003 STOCK PLAN

On May 5, 2003, Plantronics' Board of Directors adopted the 2003 Stock Plan (the "2003 Stock Plan"), subject to stockholder approval. The 2003 Stock Plan is intended to replace the 1993 Stock Option Plan and the 1993 Director Stock Plan, both of which expire in September 2003. A total of 1,000,000 shares of Common Stock are reserved for issuance under the 2003 Stock Plan. Under the 2003 Stock Plan, Plantronics will be able to grant both stock options and restricted stock awards.

Our Board of Directors has determined that it is in the best interest of Plantronics and our stockholders to adopt the 2003 Stock Plan. The Board believes that grants of stock options help create long-term equity participation in Plantronics and thereby assist us in attracting, retaining, motivating and rewarding employees and directors. We also believe that awards of restricted stock can help achieve these objectives with fewer shares and lower dilution than options. The adoption of the 2003 Stock Plan will enable us to utilize up to 20% of the available shares reserved under this plan for restricted stock awards. The Board also believes stock options, and, in the future, restricted stock awards, will be essential to attracting new employees and others who contribute to Plantronics' growth and development. The Board believes that to remain competitive with other technology companies with regard to its long-term incentive plans, we must continue to provide employees with some level of equity compensation and that an inability to offer equity incentives to new and current employees would put Plantronics at a competitive disadvantage with respect to attracting and retaining qualified personnel.

For a description of the principal features of the 2003 Stock Plan, see "Appendix D -- Description of the Plantronics, Inc. 2003 Stock Plan."

Vote Required

The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting will be required to approve the adoption of the 2003 Stock Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ADOPTION OF THE 2003 STOCK PLAN.

PROPOSAL FOUR

RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), independent accountants, to audit the consolidated financial statements of Plantronics for fiscal 2004. The Board of Directors recommends that stockholders vote for ratification of such appointment. If this Proposal is not approved, the Audit Committee will reconsider its selection.

PricewaterhouseCoopers has audited Plantronics' financial statements annually since 1988. Their Audit Partner rotation on the Plantronics account has been more frequent than required by professional standards for various reasons, including the relocation in 2002 of the prior Audit Partner. A representative of PricewaterhouseCoopers will be available at the Annual Meeting to respond to any appropriate questions. The PricewaterhouseCoopers representative will have an opportunity to make a statement at the Annual Meeting if they desire to do so.

Fees billed to Plantronics by PricewaterhouseCoopers during Fiscal 2003

Audit Fees:

Fees for professional services rendered by PricewaterhouseCoopers in connection with its audit of Plantronics' consolidated annual financial statements for the fiscal year ended March 31, 2003, including those financial statements contained in Plantronics' quarterly reports on Form 10-Q totaled $243,558, inclusive of out-of-pocket expenses.

Financial Information Systems Design and Implementation Fees:

Plantronics did not engage PricewaterhouseCoopers to provide professional services regarding financial information systems design and implementation during fiscal 2003.

All Other Fees:

In addition to the fees described above, PricewaterhouseCoopers billed to Plantronics aggregate fees of $374,509, including out-of-pocket expenses, during Plantronics' fiscal 2003, primarily for the following professional services:

(a) Income-tax compliance and related tax services $285,967
(b) Other, including employee benefit plan $ 88,542

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS INDEPENDENT ACCOUNTANTS.

ADDITIONAL INFORMATION

Security Ownership of Principal Stockholders and Management

The following table sets forth certain information with respect to beneficial ownership of Common Stock of Plantronics as of April 30, 2003 as to (i) each person who is known by Plantronics to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each director and each nominee for director of Plantronics, (iii) each of the executive officers named in the Summary Compensation Table below, and (iv) all directors and executive officers as a group. Except as otherwise indicated, we believe that the beneficial owners of the Common Stock listed below have sole investment and voting power with respect to such shares, subject to community property laws.

Five Percent Stockholders, Directors And Certain Executive Officers	Common Stock Beneficially Owned (1)	Approximate Percentage Owned (2)
Vanguard/PRIMECAP Fund Inc. (3) 225 South Lake Ave., Suite 400 Pasadena, CA 91101-3005	4,701,500	10.8%
FMR Corp./Fidelity Management & Research Company(4) 82 Devonshire Street Boston, Massachusetts 02109	3,659,813	8.4
Ken Kannappan	972,903	2.2
David Wegmann	791,737	1.8
Barbara Scherer	334,451	*
Craig May	291,745	*
Trude Taylor	261,801	*
Don Houston	259,479	*
Joyce Shimizu	182,974	*
Jean-Claude Malraison	176,500	*
Marv Tseu	19,874	*
Patti Hart	11,624	*
Roger Wery	6,937	*
All directors and executive officers as a group (13 persons)	3,502,355	7.6%

__________

* Less than 1%.

(1) Includes stock subject to stock options held by directors and executive officers that are exercisable within 60 days of April 30, 2003, as follows: Mr. Kannappan, 942,766 shares; Ms. Hart, 11,624 shares; Mr. Taylor, 22,061 shares; Mr. Tseu, 13,874 shares; Mr. Wegmann, 32,061 shares; Mr. Wery, 6,937 shares; Mr. Houston, 238,166 shares; Mr. Malraison, 176,500 shares; Mr. May, 285,000 shares; Ms. Scherer, 330,666 shares; and Ms. Shimizu, 176,100 shares and all directors and executive officers as a group (13 persons), 2,423,193 shares.

(2) For each person and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group as described above by the sum of the 43,630,273 shares of Common Stock outstanding on April 30, 2003 and the number of shares of Common Stock that such person or group had the right to acquire on or within 60 days of April 30, 2003.

(3) Vanguard/PRIMECAP Fund, Inc. claims sole dispositive power as to the 4,701,500 shares. Information provided herein is based solely upon Vanguard/PRIMECAP Fund, Inc.'s Schedule 13G dated December 31, 2002.

(4) FMR Corp. claims sole dispositive power as to the 3,659,813 shares and sole power to vote or to direct the vote of 1,257,313 shares. The Board of Trustees of Fidelity Management & Research Company, a wholly-owned subsidiary of FMR Corp., has sole power to vote or to direct the vote of 2,402,500 shares. Information provided herein is based solely upon FMR Corp.'s Schedule 13G dated February 14, 2003.

Equity Compensation Plan Information

        The following table sets forth information with respect to Plantronics' equity compensation plans as of the end of the most recently completed fiscal year.

	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders(1)	11,066,926	$19.18	1,826,253
Equity compensation plans not approved by security holders(2)	0	--	119,492(3)
Total	11,066,926	$19.18	1,945,745

1. Includes the 1993 Stock Option Plan, the Director Plan, and the 2002 ESPP, but does not include the 100,000 shares and the 1,000,000 shares for which stockholder approval is being sought at this Annual Meeting for the 2002 ESPP and the 2003 Stock Plan, respectively.
2. On November 4, 1996 the Board of Directors adopted Plantronics' Senior Executive Stock Purchase Plan (the "SESPP") effective as of January 1, 1997 to facilitate purchases of our Common Stock by senior executives. The SESPP is a voluntary plan and its goal is to encourage the Chief Executive Officer and all senior executives who participate to acquire, over a 5 year period, our Common Stock with a value, in the case of the CEO, of twice his annual base salary, and in the case of the other participants, equal to their annual base salary. For purposes of evaluating whether the target ownership levels are met, stock purchased in the market and through the exercise of options, and stock held in Plantronics' Basic Deferred Compensation Plan and 401(k) Plan, and the executive's Individual Retirement Account are aggregated. To encourage such purchases, Plantronics offers treasury shares to the participating senior executives at a discount to the extent such Senior Executives own less than the applicable target ownership levels of our Common Stock. Shares are sold under the SESPP at a price equal to the greater of (i) 95% of the price set by the Board of Directors on an annual basis; or (ii) 85% of the fair market value of the stock on the date of the transaction. However, if the fair market value falls below the Board's annual set price, then a 5% discount off the fair market value on the date of the transaction applies. The Board of Directors set an annual price for the calendar year 2002 of $23.10 per share and for calendar year 2003 of $15.61 per share.
3. Since fiscal 1999, 10,799 shares have been purchased under the SESPP. Based on the target ownership levels identified above as of the end of the most recently completed fiscal year, participants were entitled to purchase up to 119,492 shares.

Executive Compensation

The following table sets forth the compensation paid by Plantronics during fiscal 2001, 2002 and 2003 to the Chief Executive Officer and each of the four other most highly compensated executive officers of Plantronics (the CEO and such other officers collectively the "Named Executive Officers").

Summary Compensation Table
		Annual Compensation			Long Term Compensation Awards
Name and Principal Position	Fiscal Year	Salary (1)	Bonus	Other Annual Compensation (1)	Option Shares (2)	All Other Compensation (3)
Ken Kannappan     Director, President and CEO	2003 2002 2001	$501,925 500,002 475,055	$418,455 370,950 496,257 (4)	$ -- -- --	150,000 340,000 120,000	$32,344 27,262 71,031
Craig May     Senior Vice President-Marketing,     Product Development & Technology	2003 2002 2001	283,437 273,885 255,363	235,240 193,927 211,712	-- -- 82,329 (5)	45,000 45,000 30,000	18,874 16,201 39,083
Barbara Scherer     Senior Vice President-Finance &     Administration and CFO	2003 2002 2001	261,384 248,982 231,986	214,978 179,919 187,321	-- -- --	45,000 45,000 25,000	17,518 14,232 36,251
Don Houston     Senior Vice President-Sales	2003 2002 2001	256,778 245,769 240,000	192,537 152,142 199,690	-- -- --	40,000 40,000 35,000	17,235 14,066 37,878
Joyce Shimizu     Vice President-Strategic Portfolio &     Product Management	2003 2002 2001	258,612 244,039 209,928	145,354 118,215 115,925	-- -- --	30,000 45,000 45,000	17,347 13,974 32,290

__________

1. Includes perquisites only where the aggregate amount thereof equals or exceeds the lesser of $50,000 or 10% of the salary plus bonus for the executive officer.
2. Number of option shares shown reflect a 3:1 stock split on August 8, 2000.
3. Amounts shown include (i) the following life and disability payments by Plantronics for each executive in fiscal 2001, 2002 and 2003, respectively: Mr. Kannappan ($1,572, $1,320 and $1,440), Mr. May ($1,572, $1,320 and $1,440), Mr. Houston ($1,572, $1,320 and $1,440), Ms. Scherer ($1,572, $1,320 and $1,440), and Ms. Shimizu ($1,572, $1,320 and $1,440); and (ii) the following contributions by Plantronics under the Quarterly Profit Sharing plan in fiscal 2001, 2002 and 2003, respectively: Mr. Kannappan ($69,459, $25,942 and $30,904), Mr. May ($37,511, $14,881 and $17,434), Mr. Houston ($36,306, $12,746 and $15,795), Ms. Scherer ($34,679, $12,912 and $16,078), and Ms. Shimizu ($30,718, $12,654 and $15,907).
4. Amount includes a one-time special bonus of $100,000 in October 2000 for exemplary service to Plantronics.
5. Amount shown consists of a relocation payment of $82,329 in fiscal 2001.

Option Grants

The following table shows information concerning stock options granted to the Named Executive Officers during the fiscal year ended March 29, 2003.

Option Grants in Fiscal 2003
	Individual Grants(1)
Name	Number of Securities Underlying Options Granted(#)	% of Total Options Granted to Employees in Fiscal Year	Exercise or Base Price($/sh)	Expiration Date(s)	Potential Realizable Value of Assumed Annual Rates of Stock Price Appreciation for Option Term(2)
Ken Kannappan	150,000	8.0%	$16.50	07/15/12	$1,556,514	$3,944,513
Don Houston	40,000	2.1%	16.50	07/15/12	415,070	1,051,870
Craig May	45,000	2.4%	16.50	07/15/12	466,954	1,183,354
Barbara Scherer	45,000	2.4%	16.50	07/15/12	466,954	1,183,354
Joyce Shimizu	30,000	1.6%	16.50	07/15/12	311,303	788,903

__________

1. These options were granted pursuant to Plantronics' 1993 Stock Option Plan. The option exercise prices were at the fair market value of Plantronics Common Stock on the date of grant. All options expire 10 years from the date of grant, are generally not transferable by the Participant (other than by will or the laws of descent and distribution, or to family members), and are exercisable during the Participant's lifetime only by the Participant. The options become exercisable at the rate of 20% of the total grant 12 months after the date of grant and 1.67% of the total grant each month thereafter. The options are fully vested at 5 years from the date of grant, if the executive is employed with Plantronics as of that date.
2. Potential realizable values are net of exercise price, but before taxes associated with exercise. The amounts represent certain assumed rates of appreciation only, based on Securities and Exchange Commission rules, applied for the entire 10 year term of the options. Actual gains, if any, on stock option exercises are dependent on the future performance of the Common Stock, overall market conditions, the option holders' continued employment through the vesting period, and the date of exercise and sale of the option shares. The amounts reflected in this table may not necessarily be achieved and do not reflect Plantronics' estimate of future stock price growth.

Option Exercises and Values

The following table sets forth certain information regarding option exercises in fiscal 2003 and the value of options held by the Named Executive Officers.

Option Exercises and Values in Fiscal 2003

			Number of Unexercised Options At March 28, 2003		Value of Unexercised Options at March 28, 2003(1)
Name	Shares Acquired on Exercise(#)	Value Realized	Exercisable	Unexercisable	Exercisable	Unexercisable
Ken Kannappan	0	$ 0	911,766	472,834	$3,478,216	$0
Craig May	0	0	279,250	95,750	30,128	0
Don Houston	0	0	232,916	97,084	1,175,074	0
Barbara Scherer	10,000	110,495	325,666	100,334	1,469,357	0
Joyce Shimizu	0	0	165,625	99,875	46,364	0

__________

1. Based on market value of Plantronics Common Stock at March 28, 2003 of $15.11, minus the exercise price (where the exercise price of a given option is greater than $15.11, the value of such option was calculated as zero).

10b5-1 Trading Plans

Plantronics permits our officers and directors to adopt trading plans under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), which allows stockholders to establish prearranged written plans to buy or sell shares or exercise stock options in accordance with predetermined formulas. Rule 10b5-1 plans allow stockholders to buy or sell shares of Plantronics Common Stock according to their plan on a regular basis (for example, weekly or monthly or in accordance with another predetermined formula), regardless of any subsequent nonpublic information they receive. As of April 30, 2003, the following officers have entered into Rule 10b5-1 trading plans: Lyndall Fry, Ken Kannappan, Craig May, and Terry Walters. Other officers and directors may do so in the future.

Employment Agreements and Change-in-Control Arrangements

In July 1999, Plantronics entered into a three-year employment agreement with Ken Kannappan, Chief Executive Officer. This employment agreement superceded the employment agreement entered into between Plantronics and Mr. Kannappan in March 1996. The term of the current agreement automatically extends, after its initial three-year term, for additional one-year periods unless either Plantronics or Mr. Kannappan gives advance notice of termination. Mr. Kannappan's contract is expected to renew in the ordinary course. The agreement provided for an initial annual base salary of $375,000, payable in installments on Plantronics' regular payroll schedule. Mr. Kannappan's performance is reviewed annually by the Compensation Committee, and his base salary is adjusted annually based upon that review in the discretion of the committee. His current base salary is approximately $500,000 per year. The Agreement provides also for receipt by Mr. Kannappan of profit sharing payments under Plantronics' profit sharing plan. The agreement also provides for an annual performance bonus of up to 83.3% of base salary if Plantronics meets certain performance targets established by the Board of Directors.

In the event that (i) Plantronics terminates Mr. Kannappan's employment (other than for cause), including voluntary resignation by Mr. Kannappan due to a constructive discharge; or (ii) Mr. Kannappan terminates his employment voluntarily; or (iii) Mr. Kannappan's employment terminates because of death or disability, he (or his beneficiaries in the case of death) will receive for a period of 2 years from the date of termination of employment (a) continued cash compensation payments equal to 75% of the average of the cash compensation earned in the four full fiscal quarters immediately preceding the date of termination of employment, and (b) continuation of certain fringe benefits. "Cash compensation" as used above means base salary, profit sharing, and incentive bonuses earned in the applicable four fiscal quarters, even if the amounts are paid in subsequent periods. If his employment terminates due to death or disability, his benefits will be offset to the extent of any disability or death benefits payable under any Plantronics employee benefit plan. For a period of 36 months following Mr. Kannappan's termination of employment with Plantronics, Mr. Kannappan may not perform services for any direct competitor of Plantronics and may not solicit any of Plantronics' employees to become employed by any other business enterprise. Absent special circumstances, covenants not to compete are generally unenforceable under California law.

Under the employment agreement, Plantronics has agreed to indemnify Mr. Kannappan to the fullest extent permitted by law so long as Mr. Kannappan acts in good faith. Failure by Plantronics to provide such indemnification is deemed to be a breach of the employment agreement and may be deemed a termination of Mr. Kannappan's employment other than for cause.

Mr. Houston joined Plantronics in November, 1996 as Vice-President - Sales, and entered into an employment agreement at that time. The agreement provides that if, within 2 years of a change of control of Plantronics, Mr. Houston's employment is terminated other than for cause, or he is constructively discharged, or his employment terminates due to death or disability, he, or his beneficiaries, will receive continuation of base salary and fringe benefits for 6 months or up to 12 months if he is unable to obtain subsequent employment. For purposes of the agreement, fringe benefits exclude bonus, profit sharing, deferred compensation or incentive compensation plans. If Mr. Houston's employment is terminated for cause, he will receive no benefits except as may be provided by Plantronics' employee benefit plans generally. Under the agreement, a termination is "for cause" only if such termination results from gross misconduct that is materially injurious to Plantronics. The agreement also contains a two-year non-compete covenant which takes effect upon termination of Mr. Houston's employment. However, such covenants are generally unenforceable under California law absent special circumstances.

Mr. May, Ms. Scherer and Ms. Shimizu entered into employment agreements with Plantronics in May 1998, March 1997, and May 2001, respectively. Those agreements are substantially similar to the agreement with Mr. Houston.

Compensation Committee Interlocks and Insider Participation

The Board of Directors of Plantronics appointed director Taylor to the Compensation Committee in September 1993, and directors Wegmann and Hart in July 2002. Mr. Taylor was an officer and director of Zehntel, a former subsidiary of Plantronics' former operating subsidiary, Plantronics, Inc. He served as Chairman of the Board of Zehntel from 1984 to 1987 and as Chief Executive Officer of Zehntel from 1984 to 1985. Mr. Taylor has held no employment position with Plantronics or any subsidiary of Plantronics since 1985. Mr. Wegmann was the President and sole director of PI Parent Corporation, a privately held holding company, from that company's inception in August 1988 until March 1989. Mr. Wegmann has held no employment position with Plantronics or any subsidiary of Plantronics since 1989.

Company's Stock Performance

Set forth below is a line graph comparing the annual percentage change in the cumulative return to the stockholders of Plantronics Common Stock with the cumulative return of the NYSE Stock Market index and a peer group index for the period commencing on the morning of March 31, 1998 and ending on March 28, 2003. The information contained in the performance graph shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Exchange Act, except to the extent that Plantronics specifically incorporates it by reference into such filing.

The graph assumes that $100 was invested on the morning of March 31, 1998 in Plantronics Common Stock and in each index (based on prices from the close of trading on March 31, 1998), and that dividends, if any, were reinvested. No cash dividends have been declared or paid on Plantronics Common Stock in the relevant period. Under the assumptions stated above, over the period from March 31, 1998 to March 28, 2003 the total return on an investment in Plantronics would have been 110.7%, as compared to 84.6% for the NYSE/AMEX/NASDAQ Stock Market index (U.S. Companies only) and 52.7% for the NYSE/AMEX/NASDAQ Communications Equipment Stocks index shown below. Past performance is no indication of future value and stockholder returns over the indicated period should not be considered indicative of future returns.

CERTAIN TRANSACTIONS

Mr. Wery is a director and employee of the consulting firm, Pittiglio Rabin, Todd & McGrath (PRTM), which entered into a Consulting Agreement (the "Agreement") with Plantronics in June 2000 for the provision of certain management consulting services. Mr. Wery is not directly involved in the services provided under the Agreement. In fiscal 2001, PRTM billed Plantronics $299,345 for a Supply Chain and Operations Improvement Project. In fiscal 2002, PRTM billed Plantronics $447,295 for the Technology and Product Development Process Improvement Project. In fiscal 2003, PRTM billed Plantronics $1,115,649 for completion of the Technology and Product Development Process Improvement Project. PRTM expects it will bill Plantronics approximately $50,000 for the final implementation of the Technology and Product Development Process Improvement Project in fiscal 2004.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires Plantronics' executive officers and directors, and persons who own more than ten percent of a registered class of Plantronics' equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Executive officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish Plantronics with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, Plantronics believes that, during fiscal 2003, all filing requirements applicable to its executive officers and directors were complied with, except that a Form 3 relating to the Initial Statement of Beneficial Ownership of Securities for Michael Hartberger, Acting President, Walker Equipment, and a Form 4 for the grant of stock option to Rich Pickard on April 15, 2003 were filed late.

OTHER MATTERS

Plantronics knows of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

BY ORDER OF THE BOARD OF DIRECTORS

Rich Pickard
Secretary

June 2, 2003

APPENDIX A

REPORT OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The following is the Audit Committee's report submitted to the Board of Directors for the fiscal year ended March 31, 2003.

The Audit Committee of the Board of Directors has:

• Reviewed and discussed Plantronics' audited financial statements for the fiscal year ended March 31, 2003 with Plantronics' management;
• Discussed with PricewaterhouseCoopers LLP, Plantronics' independent accountants, the materials required to be discussed by Statement of Auditing Standard 61;
• Reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independent Standards Board No. 1 and has discussed with PricewaterhouseCoopers LLP regarding its independence; and
• Considered whether the provision of non-audit services as noted under Proposal Four is compatible with maintaining PricewaterhouseCoopers LLP independence, and has determined that such provision of non-audit services is compatible.

Each member of Plantronics' Audit Committee is "independent" as defined under the New York Stock Exchange listing standards.

Based on the foregoing review and discussion, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Plantronics' 2003 Annual Report on Form 10-K.

The Audit Committee

Patti Hart
Trude Taylor
David Wegmann

APPENDIX B

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee (the "Committee") of the Board of Directors is responsible for reviewing and approving Plantronics' executive compensation policies and the compensation paid to the executive officers. The Committee also advises Plantronics' management on the compensation policies in place for all non-executive personnel. The Committee is comprised of the members named below, all of whom are non-employee directors.

The Committee furnished the following report describing compensation policies and rationale applicable to Plantronics' executive officers for the fiscal year ended March 31, 2003. The information contained in such report shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Plantronics specifically incorporates it by reference into such filing.

Compensation Policies. Plantronics' basic compensation philosophy is that compensation should be tied to performance. The structure of Plantronics' compensation program is designed to link executive compensation to the performance of Plantronics as well as to the individual contribution of each executive and to make a certain portion of each executive's compensation variable as opposed to fixed. Plantronics' performance-based compensation program is a total system consisting of base salary and "at risk" incentives that reward executives for the achievement of performance levels designed to enhance the value of Plantronics stock. A significant portion of each executive's compensation is dependent upon meeting certain financial goals of Plantronics and individual performance objectives.

The guiding principles of the Plantronics' executive compensation program are to (i) provide a total compensation package that will attract highly qualified executives to Plantronics, motivate such individuals to perform at their highest levels, reward outstanding performance, and retain executives whose skills are essential for building Plantronics' business and long-term stockholder value; (ii) establish annual incentives for executives that are directly tied to the overall financial performance of Plantronics as well as to individual performance goals; and (iii) implement short and long-term incentives to focus executives on managing Plantronics from the perspective of an owner with an equity stake in the business and align executive compensation with benefits realized by Plantronics' stockholders.

There are five basic components of Plantronics' compensation program: (i) base salary; (ii) incentive bonuses which reward executives for achievement against pre-established goals; (iii) long-term incentive stock options that align executive compensation incentives with the interests of Plantronics' stockholders; (iv) compensation and employee benefits generally available to employees of Plantronics, such as Plantronics' nonqualified cash quarterly profit sharing plan and qualified defined contribution savings plan, including a non-elective employer contribution (safe harbor) of 3% of base salary and a matching of 50% of the first 6% of compensation under Section 401(k) of the Internal Revenue Code; and (v) discounted sales of Plantronics Common Stock to senior executive officers pursuant to the Senior Executive Stock Purchase Plan to increase investment by such executive officers in Plantronics and further align their interests with other stockholders.

During the 2002 fiscal year, the Compensation Committee hired a third party consultant to examine the total cash and equity components of the compensation package that Plantronics provides to its executives to determine if such compensation was competitive. The consultant examined West Coast, nationwide and worldwide surveys in areas where Plantronics competes for executive talent to compare the base salaries, bonuses, and stock options to those of peer and slightly smaller companies. The Compensation Committee used this data to make adjustments to executive compensation to achieve Plantronics' overall goals.

Base Salaries. Base salaries for Plantronics' executive officers are determined by evaluating each executive's scope of responsibility, prior experience and salary history with a focus on such executive's past performance with Plantronics and/or expected contribution to Plantronics' future success. For reference, Plantronics used the third party consultant's survey data to assist the Compensation Committee, the Chief Executive Officer and Plantronics' Human Resources department in analyzing competitive salary information to determine appropriate salary levels for Plantronics' executives. After analyzing the surveys, the Chief Executive Officer recommended an annual salary increase budget for approval by the Compensation Committee and further recommended salary increases within such budget for the individual executives. For fiscal 2003, individual adjustments for executive officers in annualized base salary ranged from 0% to 7%, and averaged 2.4% for the Named Executive Officers. The process for determination of the Chief Executive Officer's compensation, including base salary, is set forth below.

Incentive Bonus Awards. Under Plantronics' Regular and Supplemental Bonus Plan for fiscal 2003, incentive cash payments (Regular and Supplemental bonuses) were based on achievement of individual, team and company objectives. A portion of the bonus awards earned under the plans described below were paid on a quarterly basis during fiscal 2003 while fourth quarter and Supplemental Bonus awards were paid in the first quarter of fiscal 2004 after the close of the 2003 fiscal year. The plan is composed of two programs consisting of a Regular Bonus Plan and a Supplemental Bonus Plan. Each plan is designed to reward the performance of certain officers, subject to the approval of the Compensation Committee, and certain key employees designated by the Chief Executive Officer.

Under the Regular Bonus Plan, a participant becomes eligible to earn up to a certain percentage of base salary based upon achievement of individual objectives, as determined by the supervisor, department Vice President, and/or the CEO. Payments pursuant to the Regular Bonus Plan are made on a quarterly basis -- 25% of the bonus target percentage each quarter times the individual performance score.

Target base salary for the Supplemental Bonus Plan is computed based on actual salary earned for the year. Actual payment is based on individual, team and company performance scores. Such bonuses are paid on a quarterly basis to the eligible participants who must be employed by Plantronics on the day the bonus is paid. If not employed on the payment date, the participant shall not be entitled to any funds. If the participant dies, or is disabled and therefore unable to work during the relevant quarter or prior to the payment date, the participant will be treated as being employed on the payment date and the participant or the participant's estate will be entitled to the portion of the quarterly bonus actually earned on a pro rata basis using the time actually worked during the relevant quarter.

Under the Supplemental Bonus Plan, a participant becomes eligible to earn up to a certain percentage of base salary upon achievement of objectives. Objectives include both company performance targets as well as individual performance objectives. Payments under the Supplemental Bonus Plan are paid after the close of the fiscal year and only on the basis of relative achievement against the Board approved plan for adjusted net income excluding one-time gains/losses from sales of capital assets and write-offs. Should the fiscal year adjusted net income be less than the Board-approved plan, Supplemental Bonus payments will be reduced proportionately, i.e. 95% achievement of net income funds a pool equal to 95% of target bonuses. Each participant receives payment only to the extent of actual accomplishment of individual objectives. Maximum pay out for any individual is 100% of target. Supplemental Bonus amounts are payable within ninety days after completion of Plantronics' audited financial statements at fiscal year end to participants who must be employed by Plantronics on the payment date. If not employed on the payment date, the participant shall not be entitled to any funds. If the participant dies, or is disabled and therefore unable to work during the fiscal year or prior to the payment date, the participant will be treated as being employed on the payment date and the participant or the participant's estate will be entitled to the portion of the Supplemental Bonus actually earned on a pro rata basis using the time actually worked during the fiscal year. Plantronics achieved the Board approved plan for net income in its 2003 fiscal year, and accordingly, the Supplemental Bonus pool was fully funded.

In fiscal 2001, the Compensation Committee established an Over Achievement Bonus Plan for the purpose of rewarding corporate and individual performance in excess of annual targeted objectives. To receive bonus funds from the pool, Plantronics must have surpassed its annual targets and a participating executive must also have achieved greater than 90% weighted average individual performance scores on his or her goals and objectives during the fiscal year. Given the economic conditions prevailing during fiscal 2003 and Plantronics' outlook for its own performance, the Board determined that it was inappropriate to offer this plan in fiscal 2003. Accordingly, no payments were made to eligible participants under the Over Achievement Bonus Plan in fiscal 2003.

Stock Options. Plantronics provides long-term incentives to executive officers through its 1993 Stock Option Plan, adopted by the Board of Directors in September 1993, as subsequently amended. To attract and retain highly qualified executives and to align the interests of the executives with the interests of Plantronics' stockholders, stock options constitute a significant portion of Plantronics' incentive compensation program. Options granted under the 1993 Stock Option Plan incorporate vesting schedules to encourage employees to remain with Plantronics. Generally, in granting options to executives, the Compensation Committee takes into consideration the individual's position with Plantronics, responsibilities, past performance and future potential to influence the long-term growth and profitability of Plantronics, as well as the individual's existing equity interest in Plantronics, giving primary weight to position, responsibilities and performance. The 1993 Stock Option Plan, as amended, will expire on September 23, 2003. If approved by stockholders, Plantronics will implement the 2003 Stock Option Plan effective September 24, 2003.

Compensation of Chief Executive Officer. In making compensation decisions with respect to the Chief Executive Officer, the Compensation Committee refers to Mr. Kannappan's Employment Agreement (described in this Proxy Statement under the caption "Additional Information -- Employment Agreements and Change-in-Control Arrangements"), and also generally applies the compensation philosophy described above. Mr. Kannappan's current annual base salary is approximately $500,000. Mr. Kannappan received 100% of the target bonus amount for fiscal 2003 under Plantronics' Regular and Supplemental Bonus Plans. Mr. Kannappan's fiscal 2003 bonus was determined (pursuant to his Employment Agreement) in accordance with Plantronics' Regular and Supplemental Bonus Plans approved by the Board of Directors. On July 15, 2002, Plantronics issued Mr. Kannappan an option to purchase 150,000 shares of Plantronics Common Stock at an option price of $16.50 per share.

Tax Deductibility of Executive Compensation. Beginning in 1994, Section 162 of the Internal Revenue Code of 1986, as amended (the "Code"), limits the federal income tax deductibility of compensation, other than performance-based compensation within the meaning of Section 162(m), paid to Plantronics' Chief Executive Officer and to each of the other four most highly compensated executive officers. Plantronics may deduct such compensation only to the extent that during any fiscal year the compensation paid to any such individual does not exceed $1,000,000. Based on Plantronics' current compensation plans and policies, Plantronics and the Committee believe that, for the near future, there is little risk that Plantronics will lose any material tax deduction for executive compensation.

Members of the Compensation Committee:

Patti Hart
Trude Taylor
David Wegmann

APPENDIX C

DESCRIPTION OF THE PLANTRONICS, INC.

2002 EMPLOYEE STOCK PURCHASE PLAN

General. The purpose of our 2002 Employee Stock Purchase Plan (the "2002 ESPP") is to provide employees with an opportunity to purchase our common stock through payroll deductions.

Administration. The 2002 ESPP may be administered by the Board of Directors or a committee appointed by the Board of Directors. All questions of interpretation or application of the 2002 ESPP are determined by our Board of Directors or its appointed committee, and its decisions are final, conclusive and binding upon all participants.

Term of the Plan. Subject to stockholder approval, the 2002 ESPP is made effective as of June 10, 2002, the date that it was adopted by our Board of Directors, and will continue for a term of 10 years unless sooner terminated by the Board of Directors.

Eligibility. Each of our employees or the employees of our designated subsidiaries who is customarily employed for at least 20 hours per week and more than 5 months in a calendar year is eligible to participate in the 2002 ESPP. The exceptions to this guideline are that no employee shall be granted an option under the 2002 ESPP (i) to the extent that, immediately after the grant, such employee would own 5% of either the voting power or value of our stock or any of our subsidiaries, or (ii) to the extent that his or her rights to purchase stock under all of our employee stock purchase plans or those of our subsidiaries accrues at a rate which exceeds $25,000 worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year.

Shares Subject to the Plan. The maximum number of shares of our common stock currently available for sale under the 2002 ESPP is 143,194 shares, subject to adjustment upon changes in capitalization as described below. On May 5, 2003, the Board of Directors approved an increase of 100,000 shares issuable under the 2002 ESPP, subject to stockholder approval. If our stockholders approve the increase of shares under the 2002 ESPP, the total number of shares of Common Stock available for future purchases under the 2002 ESPP will be 243,194.

Offering Period. The 2002 ESPP is implemented by offering periods lasting approximately 6 months in duration with a new offering period commencing on February 1 and August 1 of each year. The first offering period under the 2002 ESPP commenced on August 1, 2002 and ended on the last trading day on or before January 31, 2003. To participate in the 2002 ESPP, each eligible employee must authorize payroll deductions pursuant to the 2002 ESPP. Such payroll deductions may not exceed 10% of a participant's compensation. Compensation is defined as base straight time gross earnings, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions, car allowances, profit-sharing and other compensation. Our Board of Directors has the power to change the duration of future offering periods without stockholder approval if such change is announced at least 15 days prior to the scheduled beginning of the first offering period to be affected thereafter. Once an employee becomes a participant in the 2002 ESPP, our common stock will automatically be purchased under the 2002 ESPP at the end of each offering period, unless the participant withdraws or terminates employment earlier.

Purchase Price. Shares of our common stock may be purchased under the 2002 ESPP at a purchase price not less than 85% of the lesser of the fair market value of our common stock on (i) the first day of the offering period or (ii) the last day of the offering period. The fair market value of our common stock on any relevant date will be the closing price per share as reported on the New York Stock Exchange, or the mean of the closing bid and asked prices, if no sales were reported, as quoted on such exchange or reported in The Wall Street Journal.

Payment of Purchase Price; Payroll Deductions. The purchase price of the shares is accumulated by payroll deductions throughout each offering period. The number of shares of our common stock a participant may purchase in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant's compensation during that offering period by the purchase price; provided, however, that a participant may not purchase more than 1,000 shares each offering. During the offering period, a participant may discontinue his or her participation in the employee stock purchase plan, and may, on one occasion during the offering period, decrease (but not increase) the rate of payroll deductions in an offering period within limits set by the administrator.

All payroll deductions made for a participant are credited to the participant's account under the 2002 ESPP, are withheld in whole percentages only and are included with our general funds. Funds received by us pursuant to exercises under the 2002 ESPP are also used for general corporate purposes. A participant may not make any additional payments into his or her account.

Withdrawal. Generally, a participant may withdraw from an offering period at any time by written notice without affecting his or her eligibility to participate in future offering periods. However, once a participant withdraws from a particular offering period, that participant may not participate again in the same offering period. To participate in a subsequent offering period, the participant must deliver to us a new subscription agreement.

Transferability. Neither payroll deductions credited to a participant's account nor any rightbv regard to the exercise of an option or to receive shares under the 2002 ESPP may be assigned, transferred, pledged or otherwise disposed of in any way other than by will, the laws of descent and distribution.

Termination of Employment. Upon termination of a participant's employment for any reason, including disability or death, his or her option and participation in the 2002 ESPP will terminate. At such time, the payroll deductions credited to the participant's account (to the extent not used to make a purchase of our common stock) will be returned to him or her or, in the case of death, to the person or persons entitled thereto as provided in the 2002 ESPP.

Adjustments upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

Changes in Capitalization. Subject to any required action by our stockholders, the number of shares reserved under the 2002 ESPP, the number of shares that may be added to the 2002 ESPP on an annual basis, the maximum number of shares that may be purchased during any offering period, as well as the price per share of common stock covered by each option under the 2002 ESPP which has not yet been exercised shall 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 increase or decrease in the number of shares of common stock effected without receipt of consideration by us; provided, however, that conversion of any of our convertible securities shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by our Board of Directors, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by us of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an option.

Dissolution or Liquidation. In the event of our proposed dissolution or liquidation, the Board of Directors shall shorten any offering periods then in progress by setting a new exercise date and any offering periods shall end on the new exercise date. The new exercise date shall be prior to the dissolution or liquidation. If the Board of Directors shortens any offering periods then in progress, the Board of Directors shall notify each participant in writing, at least 10 business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.

Merger or Asset Sale. In the event of a proposed sale of all or substantially all of our assets or the merger of us with or into another corporation, each option under the 2002 ESPP shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. In the event the successor corporation refuses to assume or substitute for the options, the Board of Directors shall shorten any offering periods then in progress by setting a new exercise date and any offering periods shall end on the new exercise date. The new exercise date shall be prior to the date of the sale or merger. If the Board of Directors shortens any offering periods then in progress, the Board of Directors shall notify each participant in writing, at least 10 business days prior to the new exercise date, that the exercise date has been changed to the new exercise date and that the option will be exercised automatically on the new exercise date, unless the participant has already withdrawn from the offering period.

Amendment and Termination of the Plan. Our Board of Directors may at any time terminate or amend the 2002 ESPP. An offering period may be terminated by the Board of Directors at the end of any offering period if the Board of Directors determines that termination of the 2002 ESPP is in our best interests and the best interests of our stockholders. Generally, no such termination can affect options previously granted. No amendment shall be effective unless it is approved by the holders of a majority of the votes cast at a duly held stockholders' meeting, if such amendment would require stockholder approval in order to comply with Section 423 of the Code.

Certain Federal Income Tax Information. The following brief summary of the effect of federal income taxation upon the participant and us with respect to the shares purchased under the 2002 ESPP does not purport to be complete, and does not discuss the tax consequences of a participant's death or the income tax laws of any state or foreign country in which the participant may reside.

The 2002 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the 2002 ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant will generally be subject to tax in an amount that depends upon the holding period. If the shares are sold or otherwise disposed of more than 2 years from the first day of the applicable offering period and 1 year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (b) an amount equal to 15% of the fair market value of the shares as of the first day of the applicable offering period. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. We generally are not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

APPENDIX D

DESCRIPTION OF THE PLANTRONICS, INC.

2003 STOCK PLAN

Purposes. The purposes of the 2003 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive for directors and employees of Plantronics, and to promote the success of Plantronics' business.

Administration. The 2003 Stock Plan is administered by the Board of Directors or any committee of individuals appointed by the Board of Directors, referred to as the administrator. The administrator may make any determinations deemed necessary or advisable for the 2003 Stock Plan.

The administrator has full power to select the individuals to whom awards will be granted, to make any combination of awards to any participant and to determine the specific terms of each grant, subject to the provisions of the 2003 Stock Plan. The interpretation and construction of any provision of the 2003 Stock Plan by the administrator shall be final and conclusive.

Term of the Plan. Subject to stockholder approval, the 2003 Stock Plan will become effective as of September 24, 2003, and will continue for a term of 10 years unless sooner terminated by the Board of Directors.

Eligibility. Nonstatutory stock options may be granted to employees, directors and consultants of Plantronics or its parent or subsidiary (each referred to herein as a "participant"). Incentive stock options may only be granted to employees to Plantronics or its parent or subsidiary. Restricted stock awards may be granted only to employees and consultants to Plantronics or its parent or subsidiary.

Shares Subject to the Plan. The total of 1,000,000 shares of Plantronics' Common Stock are reserved for issuance under the 2003 Stock Plan. Notwithstanding the foregoing, Plantronics may not grant more than 20% of the total shares reserved for issuance under the 2003 Stock Plan as restricted stock awards.

Stock Options. Each option granted under the 2003 Stock Plan is to be evidenced by a written stock option agreement between Plantronics and the participant and is subject to the following additional terms and conditions:

(a) >Maximum Grant. The maximum number of option shares granted to an individual during any fiscal year will be 500,000. Notwithstanding this limit, in connection with such individual's initial employment with Plantronics, he or she may be granted options to purchase up to an additional 500,000 shares.

(b) Grants to Non-Employee Directors. Plantronics may grant only nonstatutory stock options to its non-employee directors. Each non-employee director shall be granted an initial option to purchase 12,000 shares of Common Stock when such person first becomes a director. Thereafter, each non-employee director shall be granted an option to purchase 3,000 additional shares of Common Stock on January 15 of each year if, on such date, the eligible director shall have served on the Board of Directors for at least 6 months. Options granted to non-employee directors expire 7 years after the date of grant. Each option is evidenced by a stock option agreement between Plantronics and the director to whom such option is granted. Other than the option grants described in this paragraph, non-employee directors shall not be eligible to receive option grants or restricted stock awards pursuant to the 2003 Stock Plan. In addition, in the event of a merger of Plantronics with or into another corporation or a "change of control" (as defined in the 2003 Stock Plan) in which a non-employee director is terminated or asked to resign, options granted to such non-employee director shall vest and be exercisable with respect to 100% of the shares subject to such option immediately prior to such merger or change of control.

(c) Exercise of the Option. The administrator determines when options become exercisable, however, options generally are not exercisable until at least 12 months have passed following the date of the option grant. An option is exercised by giving written notice of exercise to Plantronics, specifying the number of full shares of Common Stock to be purchased and tendering payment of the purchase price to Plantronics. The acceptable methods of payment for shares issued upon exercise of an option are set forth in the option agreement and may consist of (1) cash, (2) check, (3) promissory note, (4) shares of Common Stock, (5) the delivery of a properly executed exercise notice together with such other documentation as the Board and the broker, if applicable, shall require to effect a cash-less exercise of the option and delivery to Plantronics of the amount of sale or loan proceeds required to pay the exercise price, (6) any combination of the foregoing methods, or (7) such other consideration and method of payment permitted under applicable law.

(d) Exercise Price. The exercise price of options granted under the 2003 Stock Plan is determined on the date of grant. The exercise price of incentive stock options and nonstatutory stock option must be at least 100% of the fair market value per share at the time of grant. An incentive stock option granted to a 10% stockholder may not have an exercise price less than 110% of the fair market value per share of the Common Stock at the time of grant. The fair market value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange on the date of grant.

(e) Termination. If the participant's directorship, employment or consulting relationship with Plantronics is terminated for any reason, including death or total and permanent disability, options may be exercised after such termination as to all of the shares as to which the participant was entitled to exercise at the date of such termination. The options may be exercised after termination within the period of time as is specified in the option agreement. If such period of time is not specified in the option agreement, then such period of time shall equal 3 months in the case of termination other than upon death or disability and 12 months in the case of termination upon death or disability. Notwithstanding the foregoing, all options must be exercised prior to the expiration of the term of an option as set forth in the option agreement.

(f) Term and Termination of Options. At the time an option is granted, the administrator determines the period within which the option may be exercised. In no event may the term of an incentive stock option be longer than 7 years. No option may be exercised by any person after the expiration of its term. An option granted to a participant who, at the time such option is granted, owns more than 10% of the voting power of all classes of stock of Plantronics, may not have a term of more than 5 years.

(g) Other Provisions. The option agreement may contain such other terms, provisions and conditions not inconsistent with the 2003 Stock Plan as may be determined by the administrator.

Restricted Stock Awards. Each restricted stock award granted under the 2003 Stock Plan is to be evidenced by a written restricted stock award agreement between Plantronics and the participant and is subject to the following additional terms and conditions:

(a) Limitation. The maximum aggregate initial value of a grant to a participant is $600,000, except that the initial grant to a new employee will not have an aggregate initial value greater than $1,000,000.

(b) Termination. Subject to the terms of an agreement between Plantronics and a participant, if the participant's directorship, employment or consulting relationship with Plantronics is terminated for any reason, including death or total and permanent disability, Plantronics may repurchase any unvested stock obtained by the terminated individual pursuant to a restricted stock award. The purchase price of the repurchased shares shall equal the price originally paid for such shares by the participant.

(c) Term of Restricted Stock Awards. The administrator determines the period during which a restricted stock award will vest, which period must be at least 1 year from the date of grant. In addition, if a restricted stock award is not subject to the achievement of performance goals, then such award shall fully vest over a period of at least 3 years from the grant date.

(d) Other Provisions. The restricted stock award agreement may contain such other terms, provisions and conditions not inconsistent with the 2003 Stock Plan as may be determined by the administrator.

Nontransferability of Options and Restricted Stock Awards. Options and restricted stock awards are not transferable by a participant, however, the administrator may grant limited transferability of identified and vested nonstatutory stock options or restricted stock (i) by will, (ii) by the laws of descent and distribution, or (iii) to family members (as such term is defined in the general instructions to Form S-8 under the Securities Act of 1933, or any successor thereto) through gifts or domestic relations orders, as permitted by the instructions to Form S-8 of the Securities Act of 1933.

Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Change of Control

Changes in Capitalization. Subject to any required action by the stockholders of Plantronics, in the event that Plantronics' Common Stock changes by reason of any stock split, reverse stock split, stock dividend, combination, reclassification or other similar change in our capital structure effected without the receipt of consideration, appropriate adjustments shall be made in the number of shares of Common Stock subject to the 2003 Stock Plan, the number of shares of Common Stock subject to any option or restricted stock award outstanding under the 2003 Stock Plan, and the exercise price of any such outstanding option or restricted stock award. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.

Dissolution or Liquidation. In the event of a liquidation or dissolution, any unexercised option and unvested restricted stock award will terminate. The administrator may, in its sole discretion, provide that a participant shall have the right to exercise all or any part of his or her option or restricted stock award, including shares as to which the option or restricted stock award would not otherwise be exercisable.

Merger or Change of Control. In connection with a merger of Plantronics with or into another corporation, or a "change of control," as defined in the 2003 Stock Plan, each outstanding restricted stock award and option shall be assumed, or an equivalent restricted stock award or option, as applicable, will be granted by the successor corporation. If the successor corporation refuses to assume the restricted stock awards and options or to substitute substantially equivalent restricted stock awards and options, the participant shall have the right to exercise the option as to all the optioned stock, including shares not otherwise vested or exercisable and all unvested stock in the restricted stock award shall vest prior to the date of merger or change of control transaction. In such event, the administrator shall notify the participant that the option is fully exercisable for 15 days from the date of such notice and that the option terminates upon expiration of such period.

Amendment and Termination of the 2003 Stock Plan. The Board may amend the 2003 Stock Plan at any time or from time to time or may terminate the 2003 Stock Plan without approval of the stockholders; provided, however, that stockholder approval is required for any amendment to the 2003 Stock Plan for which stockholder approval would be required under applicable law or regulation (including the requirements of The New York Stock Exchange), as in effect at the time. However, the Board may not, without the approval of the stockholders, (i) materially increase the number of shares issuable under the 2003 Stock Plan (unless such increase is made as an adjustment to a change in Plantronics' capitalization), (ii) materially modify the requirements for eligibility to participate in the 2003 Stock Plan, or (iii) reprice options. The 2003 Stock Plan shall terminate on September 23, 2013. Any restricted stock award or options outstanding under the 2003 Stock Plan at the time of its termination shall remain outstanding until they expire by their terms.

Certain Federal Income Tax Information.

Incentive Stock Options. A participant who is granted an incentive stock option will not recognize taxable income either at the time of grant or exercise, although the exercise may subject the participant to the alternative minimum tax. Upon the sale or exchange of the shares more than 2 years after grant of the option and 1 year after exercise, any gain or loss will be treated as long-term capital gain or loss. If these holding periods are not satisfied, the participant will recognize ordinary income at the time of sale or exchange equal to the difference between the exercise price and the lower of (i) the fair market value of the shares at the date of the option exercise, or (ii) the sale price of the shares. A different rule for measuring ordinary income upon such a premature disposition may apply if the participant is subject to Section 16 of the Securities Exchange Act of 1934. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income will be characterized as long-term or short-term capital gain or loss, depending on the holding period.

Nonstatutory Stock Options. A participant will not recognize any taxable income at the time he or she is granted a nonstatutory option. However, upon its exercise, the participant will recognize taxable income generally measured as the excess of the then fair market value of the shares purchased over the purchase price. Any taxable income recognized in connection with an option exercised by a participant who is also an employee of Plantronics will be subject to tax withholding by Plantronics. Upon resale of such shares by the participant, any difference between the sales price and the participant's purchase price, to the extent not recognized as taxable income as described above, will be treated as long-term or short-term capital gain or loss, depending on the holding period.

Restricted Stock Awards. A participant will not have taxable income upon grant unless he or she elects to be taxed at that time. Instead, he or she will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the vested shares minus any amount paid for the shares.

Tax Effect on Plantronics. Plantronics generally will be entitled to a tax deduction in connection with an award under the 2003 Stock Plan in an amount equal to the ordinary income recognized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option).

The foregoing summary of the federal income tax consequences of 2003 Stock Plan transactions is based upon federal income tax laws in effect on the date of this Proxy Statement. This summary does not purport to be complete, and does not discuss foreign, state or local tax consequences.

DETACH HERE

This PROXY is solicited on behalf of the Board of Directors of

PLANTRONICS, INC.

2003 ANNUAL MEETING OF STOCKHOLDERS

June 27, 2003

The undersigned stockholder of PLANTRONICS, INC., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated June 2, 2003, and hereby appoints Ken Kannappan, Barbara Scherer, and Rich Pickard, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2003 Annual Meeting of Stockholders of PLANTRONICS, INC. to be held on June 27, 2003 at 2:00 p.m. local time, at Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060, and at any adjournment or adjournments thereof, and to vote all shares of Common Stock with the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF ALL DIRECTORS, FOR THE RATIFICATION AND APPROVAL OF THE INCREASE OF 100,000 SHARES UNDER THE 2002 ESPP, FOR THE ADOPTION OF THE 2003 STOCK PLAN, FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS AND AS SAID PROXY HOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERTY COME BEFORE THE MEETING.

To vote through the Internet or by telephone, please see the instructions on the backside of this card. To vote by mail, please sign and date this card on the reverse and mail promptly in the enclosed postage-paid envelope.

SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE

PLANTRONICS, INC.
C/O EQUISERVE
P.O. BOX 43068
PROVIDENCE, RI 02940

Voter Control Number

Your vote is important. Please vote immediately

Vote-by-Internet: Log on to the Internet and go to http://www.eproxyvote.com.plt Enter your Voter Control Number listed above and follow the easy steps outlined on the secured website.

OR

Vote-by-Telephone: Call toll-free: 1-877-PRX-VOTE (1-877-779-8683) Enter your Voter Control Number listed above and follow the easy recorded instructions.

If you vote over the Internet or by Telephone, please do not mail your card.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

ý Please mark votes as in this example.

The Board of Directors recommends a vote "FOR" Items 1, 2, 3 and 4.

Election of Directors. Nominees. (01) Patti Hart; (02) Ken Kannappan; (03) Trude Taylor; (04) Marv Tseu; (05) David Wegmann; and (06) Roger Wery.

2. Proposal to ratify and approve the increase of 100,000 shares under the 2002 ESPP.

FOR ¨

AGAINST ¨

ABSTAIN ¨

FOR ALL NOMINEES ¨ ¨ WITHHELD FOR ALL NOMINEES 3. Proposal to approve the adoption of the 2003 Stock Plan. FOR
¨ AGAINST
¨ ABSTAIN
¨

	4. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent accountants of the Company for fiscal 2004.	FOR ¨	AGAINST ¨	ABSTAIN ¨
¨For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ¨

And, in their discretion, upon such other matter or matters which may properly come before the Annual Meeting of any adjournment or adjournments thereof.

(This Proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign.)

The signer(s) hereby revoke all proxies heretofore given by the signer(s) to vote at said Annual Meeting or any adjournment thereof.

Signature: Date: _______ Signature: Date: ______