10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 1-12696

Plantronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	77-0207692
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

345 Encinal Street

Santa Cruz, California   95060

(Address of principal executive offices)

(Zip Code)

(831) 426-5858

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer S	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

As of July 30, 2011, 46,698,969 shares of common stock were outstanding.

1

Plantronics, Inc.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	Page No.
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of June 30, 2011 and March 31, 2011	3
Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2011 and 2010	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2011 and 2010	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	27
Item 4. Controls and Procedures	30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6. Exhibits	45
Signature	46

Plantronics, Clarity, and Simply Smarter Communications are trademarks or registered trademarks of Plantronics, Inc.

DECT™ is a trademark of ETSI registered for the benefit of its members in France and other jurisdictions.

The Bluetooth name and the Bluetooth trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics, Inc. under license.

All other trademarks are the property of their respective owners.

2

Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

PLANTRONICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)

	June 30, 2011			March 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	202,747		$	284,375
Short-term investments	127,058			145,581
Accounts receivable, net	108,516			103,289
Inventory, net	57,697			56,473
Deferred income taxes	11,753			11,349
Other current assets	15,073			16,653
Total current assets	522,844			617,720
Long-term investments	56,462			39,332
Property, plant and equipment, net	71,542			70,622
Goodwill and purchased intangibles, net	14,665			14,861
Other assets	2,056			2,112
Total assets	$	667,569		$	744,647
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	27,311		$	33,995
Accrued liabilities	53,769			59,607
Total current liabilities	81,080			93,602
Deferred tax liability	3,550			3,526
Long-term income taxes payable	13,036			11,524
Other long-term liabilities	1,112			1,143
Total liabilities	98,778			109,795
Stockholders' equity:
Common stock	729			720
Additional paid-in capital	498,056			499,027
Accumulated other comprehensive income	3,443			1,473
Retained earnings	216,772			192,468
Total stockholders' equity before treasury stock	719,000			693,688
Less:  Treasury stock, at cost	(150,209		)	(58,836		)
Total stockholders' equity	568,791			634,852
Total liabilities and stockholders' equity	$	667,569		$	744,647

The accompanying notes are an integral part of these unaudited Condensed consolidated financial statements.

3

PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended
	June 30,
	2011		2010
Net revenues	$	175,600	$	170,685
Cost of revenues	81,542		81,237
Gross profit	94,058		89,448
Operating expenses:
Research, development and engineering	16,906		14,901
Selling, general and administrative	42,116		38,686
Total operating expenses	59,022		53,587
Operating income	35,036		35,861
Interest and other income (expense), net	641		(382		)
Income before income taxes	35,677		35,479
Income tax expense	8,946		9,533
Net income	$	26,731	$	25,946
Earnings per common share:
Basic	$	0.57	$	0.54
Diluted	$	0.56	$	0.52
Shares used in computing earnings per common share:
Basic	46,688		48,128
Diluted	48,060		49,714
Cash dividends declared per common share	$	0.05	$	0.05

The accompanying notes are an integral part of these unaudited Condensed consolidated financial statements.

4

PLANTRONICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended
	June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	26,731		$	25,946
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,462			3,992
Stock-based compensation	4,179			3,777
Provision for (benefit from) sales allowances and doubtful accounts	(41		)	115
Provision for (benefit from) excess and obsolete inventories	322			(273		)
Benefit from deferred income taxes	(2,144		)	(1,249		)
Income tax benefit associated with stock option exercises	1,381			797
Excess tax benefit from stock-based compensation	(2,570		)	(648		)
Amortization of premium on investments, net	431			—
Other operating activities	172			41
Changes in assets and liabilities:
Accounts receivable, net	(5,607		)	(7,264		)
Inventory, net	(1,453		)	(7,509		)
Current and other assets	(2,420		)	(928		)
Accounts payable	(6,684		)	6,728
Accrued liabilities	(5,067		)	102
Income taxes	8,531			8,420
Cash provided by operating activities	19,223			32,047
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of short-term investments	62,968			23,250
Proceeds from maturities of short-term investments	31,300			—
Purchase of short-term investments	(63,061		)	—
Proceeds from sales of long-term investments	4,936			—
Purchase of long-term investments	(35,145		)	—
Capital expenditures and other assets	(3,935		)	(3,007		)
Cash (used for) provided by investing activities	(2,937		)	20,243
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	(90,668		)	(43,706		)
Equity forward contract related to accelerated share repurchase program	(18,872		)	—
Proceeds from sale of treasury stock	—			13
Proceeds from issuance of common stock	11,515			7,666
Payment of cash dividends	(2,427		)	(2,456		)
Employees' tax withheld and paid for restricted stock and restricted stock units	(705		)	—
Excess tax benefit from stock-based compensation	2,570			648
Cash used for financing activities	(98,587		)	(37,835		)
Effect of exchange rate changes on cash and cash equivalents	673			(1,386		)
Net (decrease) increase in cash and cash equivalents	(81,628		)	13,069
Cash and cash equivalents at beginning of period	284,375			349,961
Cash and cash equivalents at end of period	$	202,747		$	363,030

The accompanying notes are an integral part of these unaudited Condensed consolidated financial statements.

5

PLANTRONICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited Condensed consolidated financial statements (“financial statements”) of Plantronics, Inc. (“Plantronics” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, the financial statements have been prepared on a basis consistent with the March 31, 2011 audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary to fairly state the information set forth herein.  The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011, which was filed with the SEC on May 31, 2011.  The results of operations for the interim period ended June 30, 2011 are not indicative of the results to be expected for the entire fiscal year or any future period.

The financial statements include the accounts of Plantronics and its wholly owned subsidiaries.  All intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on the Saturday closest to the last day of March.  The Company’s current fiscal year ends on March 31, 2012 and consists of 52 weeks and the prior fiscal year ended on April 2, 2011 and also consisted of 52 weeks.  The Company’s results of operations for the three months ended July 2, 2011 and July 3, 2010 each contain 13 weeks.  For purposes of presentation, the Company has indicated its accounting year as ending on March 31 and its interim quarterly periods as ending on the applicable month end.

Certain financial statement reclassifications have been made to previously reported amounts to conform to the current year presentation.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Pronouncements

There are no recently adopted accounting pronouncements other than as described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

Recently Issued Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-05, Presentation of Comprehensive Income. This ASU is intended to increase the prominence of other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders' equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011; therefore, the Company will adopt ASU 2011-05 in its fourth quarter of fiscal 2012. The Company does not expect the adoption of ASU 2011-05 to have a material impact on its consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"), which amends ASC 820, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards (“IFRSs”). ASU 2011-14 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU 2011-14 clarifies the FASB's intent about the application of existing fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively; therefore, the Company will adopt ASU 2011-04 in its fourth quarter of fiscal 2012. The Company does not expect the adoption of ASU 2011-04 to have a material impact on its consolidated financial statements.

6

3. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable, net:

	June 30,			March 31,
(in thousands)	2011			2011
Accounts receivable	$	131,232		$	125,137
Provisions for returns	(8,800		)	(10,437		)
Provisions for promotions, rebates and other	(13,390		)	(10,460		)
Provision for doubtful accounts and sales allowances	(526		)	(951		)
Accounts receivable, net	$	108,516		$	103,289

Inventory, net:

	June 30,		March 31,
(in thousands)	2011		2011
Raw materials	$	16,659	$	15,315
Work in process	2,871		2,558
Finished goods	38,167		38,600
Inventory, net	$	57,697	$	56,473

Accrued Liabilities:

	June 30,		March 31,
(in thousands)	2011		2011
Employee compensation and benefits	$	22,687	$	27,478
Warranty obligation accrual	12,936		11,016
Accrued advertising and sales and marketing	2,669		2,873
Accrued other	15,477		18,240
Accrued liabilities	$	53,769	$	59,607

Changes during the three months ended June 30, 2011 in the warranty obligation accrual, which is included as a component of Accrued liabilities in the Condensed consolidated balance sheets, are as follows:

	Three Months Ended
(in thousands)	June 30, 2011
Warranty obligation accrual at March 31, 2011	$	11,016
Warranty provision relating to products shipped	4,720
Deductions for warranty claims processed	(2,800		)
Warranty obligation accrual at June 30, 2011	$	12,936

7

4. CASH, CASH EQUIVALENTS AND INVESTMENTS

The following table represents the Company’s cash, cash equivalents and investments as of June 30, 2011 and March 31, 2011:

(in thousands)	June 30, 2011									March 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Cash and cash equivalents:
Cash	$	121,226	$	—	$	—		$	121,226	$	136,804	$	—	$	—		$	136,804
Cash equivalents	81,521		—		—			81,521		147,573		1		(3		)	147,571
Total Cash and cash equivalents	$	202,747	$	—	$	—		$	202,747	$	284,377	$	1	$	(3	)	$	284,375
Short-term investments:
U.S. Treasury Bills and Government Agency Securities	$	61,770	$	27	$	(4	)	$	61,793	$	98,845	$	17	$	(1	)	$	98,861
Commercial Paper	45,768		10		—			45,778		30,071		5		(1		)	30,075
Corporate Bonds	16,969		6		(4		)	16,971		11,212		4		—			11,216
Certificates of Deposit ("CDs")	2,513		3		—			2,516		5,420		9		—			5,429
Total Short-term investments	$	127,020	$	46	$	(8	)	$	127,058	$	145,548	$	35	$	(2	)	$	145,581
Long-term investments:
U.S. Treasury Bills and Government Agency Securities	$	13,533	$	4	$	(2	)	$	13,535	$	17,387	$	4	$	—		$	17,391
Corporate Bonds	38,005		56		(17		)	38,044		19,086		8		(35		)	19,059
CDs	4,881		3		(1		)	4,883		2,879		3		—			2,882
Total Long-term investments	$	56,419	$	63	$	(20	)	$	56,462	$	39,352	$	15	$	(35	)	$	39,332
Total cash, cash equivalents and investments	$	386,186	$	109	$	(28	)	$	386,267	$	469,277	$	51	$	(40	)	$	469,288

As of June 30, 2011 and March 31, 2011, all of the Company’s investments are classified as available-for-sale securities.  

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents, short-term investments and long-term investments, classified by stated maturity as of June 30, 2011 and March 31, 2011:

(in thousands)	June 30, 2011				March 31, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in 1 year or less	$	208,541	$	208,579	$	293,121	$	293,152
Due in 1 to 3 years	56,419		56,462		39,352		39,332
Total	$	264,960	$	265,041	$	332,473	$	332,484

The Company did not incur any material realized or unrealized net gains or losses in the three months ended June 30, 2011 or 2010.

8

5. FAIR VALUE MEASUREMENTS

The following tables represent the Company’s fair value hierarchy for its financial assets and liabilities:

Fair Values as of June 30, 2011:

(in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	121,226	$	—	$	—	$	121,226
Money Market Accounts	41,500		—		—		41,500
U.S. Treasury Bills and Government Agency Securities	61,688		43,662		—		105,350
Commercial Paper	—		55,776		—		55,776
Corporate Bonds	—		55,016		—		55,016
CDs	—		7,399		—		7,399
Derivative assets	—		777		—		777
Total assets measured at fair value	$	224,414	$	162,630	$	—	$	387,044
Derivative liabilities	$	37	$	3,279	$	—	$	3,316

Fair Values as of March 31, 2011:

(in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	136,804	$	—	$	—	$	136,804
Money Market Accounts	38,000		—		—		38,000
U.S. Treasury Bills and Government Agency Securities	154,703		43,543		—		198,246
Commercial Paper	—		52,568		—		52,568
Corporate Bonds	—		33,358		—		33,358
CDs	—		10,312		—		10,312
Derivative assets	—		360		—		360
Total assets measured at fair value	$	329,507	$	140,141	$	—	$	469,648
Derivative liabilities	$	27	$	4,174	$	—	$	4,201

Level 1 financial assets consist of cash, money market funds and U.S. Treasury Bills.  Level 1 financial liabilities consist of foreign exchange forward contracts not designated as hedges.  The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.

Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds, CDs and derivative foreign currency call and put option contracts.  Fair value is determined using inputs that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations, such as the Black Scholes valuation model, in which all significant inputs are observable or can be derived principally from or corroborated with observable market data covering substantially the full term of the assets or liabilities. During the three months ended June 30, 2011 or March 31, 2011, the Company did not have any transfers between Level 1 and Level 2 fair value instruments.

The Company had no Level 3 financial assets or liabilities as of June 30, 2011 or March 31, 2011.

9

6. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill as of June 30, 2011 and March 31, 2011 was $14.0 million.

The following tables present the carrying value of acquired intangible assets with remaining net book values as of each period:

	June 30, 2011							March 31, 2011
	Gross		Accumulated			Net		Gross		Accumulated			Net
(in thousands)	Amount		Amortization			Amount		Amount		Amortization			Amount		Useful Life
Technology	$	3,000	$	(2,938	)	$	62	$	3,000	$	(2,812	)	$	188	6	years
Customer relationships	1,705		(1,113		)	592		1,705		(1,044		)	661		8	years
OEM relationships	27		(21		)	6		27		(20		)	7		7	years
Total	$	4,732	$	(4,072	)	$	660	$	4,732	$	(3,876	)	$	856

The aggregate amortization expense relating to purchased intangible assets was immaterial for the three months ended June 30, 2011 and 2010.

7. STOCK-BASED COMPENSATION

The following table summarizes the amount of stock-based compensation expense included in the Condensed consolidated statements of operations:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Cost of revenues	$	546		$	533
Research, development and engineering	947			937
Selling, general and administrative	2,686			2,307
Stock-based compensation expense included in operating expenses	3,633			3,244
Total stock-based compensation	4,179			3,777
Income tax benefit	(1,282		)	(1,041		)
Total stock-based compensation, net of tax	$	2,897		$	2,736

Stock Options

The following is a summary of the Company’s stock option activity during the three months ended June 30, 2011:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding at March 31, 2011	5,360		$	25.58
Options granted	327		$	36.51
Options exercised	(552	)	$	20.87
Options forfeited or expired	(52	)	$	36.87
Outstanding at June 30, 2011	5,083		$	26.68	3.2	$	55,305
Vested and expected to vest at June 30, 2011	4,968		$	26.56	3.2	$	54,715
Exercisable at June 30, 2011	3,778		$	25.89	2.3	$	44,704

10

The total intrinsic value of options exercised during the three months ended June 30, 2011 and 2010 was $9.1 million and $3.7 million, respectively.  Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise. The total cash received as a result of stock option exercises during the three months ended June 30, 2011 was $11.5 million.

As of June 30, 2011, total unrecognized compensation cost related to unvested stock options was $11.0 million which is expected to be recognized over a weighted average period of 1.9 years.

Restricted Stock

The following is a summary of the Company’s restricted stock activity during the three months ended June 30, 2011:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at March 31, 2011	688		$	29.52
Restricted stock granted	366		$	36.60
Restricted stock vested	(46	)	$	29.02
Restricted stock forfeited	(3	)	$	33.01
Non-vested at June 30, 2011	1,005		$	32.23

The weighted average grant-date fair value of awards of restricted stock and restricted stock units is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair value of restricted stock awards granted during the three months ended June 30, 2011 and 2010 was $36.60 and $30.20, respectively. The total fair value of restricted stock awards that vested during the three months ended June 30, 2011 and 2010 was $1.3 million and $0.3 million, respectively.

As of June 30, 2011, total unrecognized compensation cost related to non-vested restricted stock awards was $22.5 million, which is expected to be recognized over a weighted average period of 3.1 years.  

Valuation Assumptions

The Company estimates the fair value of stock options and Employee Stock Purchase Plan (“ESPP”) shares using a Black-Scholes option valuation model.  The fair value of stock option and ESPP shares granted during the respective periods is estimated on the date of grant using the following weighted average assumptions:

	Three Months Ended
	June 30,
Employee Stock Options	2011			2010
Expected volatility	44.4		%	46.1		%
Risk-free interest rate	1.4		%	1.9		%
Expected dividends	0.6		%	0.7		%
Expected life (in years)	4.0			4.2
Weighted-average grant date fair value	$	12.58		$	11.26

The Company recognizes the grant-date fair value of stock-based compensation as compensation expense in the Condensed consolidated statements of operations using the straight-line attribution approach over the service period for which the stock-based compensation is expected to vest.

No purchase rights were granted under the ESPP during the three months ended June 30, 2011 and 2010.

11

8. COMMON STOCK REPURCHASES

From time to time, the Board of Directors authorizes plans under which the Company may repurchase shares of its common stock in the open market, depending on market conditions. During the quarter ended June 30, 2011, the Company repurchased in the open market 270,000 shares of its common stock which was under a repurchase plan authorized by the Board of Directors on March 1, 2011 for 1,000,000 shares. The total cost of these repurchases was $9.5 million with an average price of $35.34 per share. As of June 30, 2011, there were 390,900 remaining shares authorized for repurchase under this authorized plan. In addition, the Company withheld shares worth $0.7 million in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's Condensed consolidated statements of cash flows. These share withholdings had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

On May 3, 2011, the Company's Board of Directors authorized the repurchase of up to 7,000,000 shares of the Company's outstanding common stock through open market or privately negotiated transactions. In connection with this stock repurchase authorization and pursuant to an accelerated share repurchase program (the “ASR Program”), the Company entered into two separate Master Confirmation and Supplemental Confirmations (the “ASR Agreements”) with Goldman, Sachs & Co. (“Goldman”) consisting of a Collared ASR and an Uncollared ASR. Under the ASR Agreements, the Company will repurchase shares of its common stock for an aggregate purchase price of $100 million. Goldman borrowed the shares that were delivered to the Company as described below, and is obligated to purchase sufficient shares of the Company's common stock in the open market to return to lenders over the terms of the agreements. The ASR Program is expected to conclude no later than January 9, 2012, although in certain circumstances the termination date may be accelerated at Goldman's option. The actual number of shares repurchased will be determined at the completion of the ASR Program. As discussed in greater detail below, the Company received a total of 2,183,014 shares under the ASR Program during the three months ended June 30, 2011. As of June 30, 2011, there were 4,816,986 remaining shares authorized for repurchase under the May 3, 2011 authorization. Repurchased shares are held as treasury stock.

In accordance with the Equity topic of the FASB Accounting Standards Codification ("ASC"), the Company accounted for the ASR Agreements as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounted for the shares that it received under the ASR Program as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contract indexed to the Company’s common stock met all of the applicable criteria for equity classification in accordance with the Derivatives and Hedging topic of the FASB ASC, and, therefore, the ASR Agreements were not accounted for as derivative instruments.

Collared ASR Agreement

Under the first agreement (the "Collared ASR Agreement"), the number of shares to ultimately be repurchased by the Company is based generally on the volume-weighted average price ("VWAP") of the Company's common stock during the term of the Collared ASR Agreement, subject to collar provisions that established minimum and maximum numbers of shares based on the average VWAP over an initial hedge period. On May 12, 2011, the Company paid Goldman $50 million in exchange for an initial delivery to the Company of 867,690 shares on May 23, 2011, valued at the closing price of the Company's common stock of $37.56 on May 9, 2011, which was the date the major terms of the agreement to purchase the shares was reached.

Pursuant to the terms of the Collared ASR Agreement, the hedge period for determining the minimum and maximum number of shares to be purchased ended on May 23, 2011. The minimum has been set at 1,228,555 shares and the maximum has been set at 1,501,567 shares. Goldman delivered an additional 360,865 shares to the Company on May 26, 2011, valued at the closing price of the Company's common stock of $35.16 on May 23, 2011, which was the date the initial hedge period ended. Accordingly, the Company has received a total of 1,228,555 shares from Goldman as of June 30, 2011, equivalent to the minimum number of shares to be delivered under the terms of the Collared ASR Agreement. At the conclusion of the Collared ASR Agreement, the Company may receive additional shares based on the VWAP of the Company's common stock during the term of the agreement, up to the maximum of 1,501,567 shares. Based on the minimum number of shares delivered and the value of the Company's common stock on the relevant dates described above, the total consideration allocated to stock repurchases under the Collared ASR Agreement was $45.3 million. The remaining $4.7 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet as of June 30, 2011.

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Uncollared ASR Agreement

Under the second agreement, (the "Uncollared ASR Agreement"), the number of shares to be repurchased by the Company is based generally on the VWAP of the Company's common stock during the term of the ASR Agreement. On May 12, 2011, the Company paid Goldman $50 million in exchange for an initial delivery to the Company of 954,459 shares on May 23, 2011, representing approximately 72% of the shares expected to be repurchased based on the closing price of the Company's common stock of $37.56 on May 9, 2011, which was the date the major terms of the agreement to purchase the shares was reached. At the conclusion of the ASR Agreement, the Company may receive additional shares, or may be required to pay additional cash or shares (at the Company's election), based on the VWAP of the Company's common stock during the term of the agreement. Based on the number of shares delivered and the Company's stock price on the date at which the major terms of the agreement to purchase the shares were reached, the total consideration allocated to stock repurchases under the Uncollared ASR Agreement was $35.8 million. The remaining $14.2 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet as of June 30, 2011.

9. CREDIT AGREEMENT

In May 2011, the Company entered into a credit agreement (the "Credit Agreement") with Wells Fargo Bank, National Association ("the Bank"). The Credit Agreement provides for a $100 million unsecured revolving credit facility. If requested by the Company and agreed to by the Bank, the Bank may increase its commitment thereunder by up to $100 million, for a total facility size of up to $200 million. The Company has not yet drawn any funds under the facility.

Loans will bear interest at the election of the Company (1) at the Bank's announced prime rate less 1.50% per annum, (2) at a daily one month LIBOR rate plus 1.10% per annum or (3) at an adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum. Interest on the loans is payable quarterly in arrears. In addition, the Company agreed to pay a fee equal to 0.20% per annum on the average daily unused amount of the line of credit, which is payable quarterly in arrears.

Principal, together with accrued and unpaid interest, is due on the maturity date, May 9, 2014. The Company may prepay the loans and terminate the commitments in whole at any time, without premium or penalty, subject to reimbursement of certain costs in the case of LIBOR loans.

The Company's obligations under the Credit Agreement are required to be guaranteed by the Company's domestic subsidiaries, subject to certain exceptions.

The credit facility requires the Company to comply with a maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") and a minimum EBITDA coverage ratio, in each case at each fiscal quarter end and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted cash, cash equivalents and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200 million.

The credit facility contains affirmative covenants, including covenants regarding the payment of taxes and other liabilities, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The credit facility contains negative covenants, among other things, limiting, subject to certain monetary thresholds, the ability of the Company to incur debt, make capital expenditures, grant liens, make acquisitions and make investments. The events of default under the credit facility include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults and bankruptcy and insolvency events involving the Company or any of its subsidiaries. The Company was in compliance with all covenants at June 30, 2011.

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10. COMPREHENSIVE INCOME

The components of comprehensive income for the three months ended June 30, 2011 and 2010 are as follows:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net income	$	26,731	$	25,946
Unrealized gain on cash flow hedges, net of tax	1,265		932
Foreign currency translation gain (loss), net of tax	652		(302		)
Unrealized gain on investments, net of tax	53		—
Comprehensive income	$	28,701	$	26,576

11. FOREIGN CURRENCY DERIVATIVES

Non-Designated Hedges

The Company enters into foreign exchange forward contracts to reduce the impact of foreign currency fluctuations on assets and liabilities denominated in currencies other than the functional currency of the reporting entity.  These foreign exchange forward contracts are not subject to the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC, but are carried at fair value with changes in the fair value recorded within Interest and other income, net, on the Condensed consolidated statement of operations in accordance with the Foreign Currency Matters Topic of the FASB ASC.  Gains and losses on these contracts are intended to offset the impact of foreign exchange rate changes on the underlying foreign currency denominated assets and liabilities, and therefore, do not subject the Company to material balance sheet risk.  The Company does not enter into foreign currency forward contracts for trading purposes.

As of June 30, 2011, the Company had foreign currency forward contracts denominated in Euros ("EUR"), Great Britain Pounds ("GBP"), and Australian Dollars ("AUD").  These forward contracts hedge against a portion of the Company’s foreign currency-denominated cash balances, receivables and payables. The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. dollar equivalent (“USD Equivalent”) at June 30, 2011:

	Local Currency	USD Equivalent		Position	Maturity
	(in thousands)	(in thousands)
EUR	15,000	$	21,744	Sell EUR	1 month
GBP	4,700	$	7,548	Sell GBP	1 month
AUD	4,700	$	5,038	Sell AUD	1 month

Foreign currency transactions, net of the effect of forward contract hedging activity, resulted in immaterial net gains in the three months ended June 30, 2011 and immaterial net losses in the three months ended June 30, 2010, which are included in Interest and other income, net, in the Condensed consolidated statement of operations.

Cash Flow Hedges

The Company’s hedging activities include a hedging program to hedge the economic exposure from anticipated EUR and GBP denominated sales.  The Company hedges a portion of these forecasted foreign denominated sales with put and call currency option contracts used as collars.  These transactions are designated as cash flow hedges and are accounted for under the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC.  The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income and subsequently reclassified into Net revenues when the hedged exposure affects earnings.  Any ineffective portion of related gains or losses is recorded in the Condensed consolidated statements of operations immediately.  On a monthly basis, the Company enters into option contracts with a one-year term.  The Company does not purchase options for trading purposes.  As of June 30, 2011, the Company had foreign currency put and call option contracts of approximately €58.3 million and £16.6 million.  As of March 31, 2011, the Company had foreign currency put and call option contracts of approximately €52.7 million and £14.5 million.

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In the three months ended June 30, 2011, realized losses on cash flow hedges of $2.0 million were recognized in Net revenues in the Condensed consolidated statements of operations compared to realized gains of $1.0 million for the same period in the prior year.  The Company expects to reclassify the entire loss of $3.1 million, net of tax, in Accumulated other comprehensive income to Net revenues during the next 12 months due to the recognition of the hedged forecasted sales.

The Company hedges expenditures denominated in Mexican Peso (“MX$”), which are designated as cash flow hedges and are accounted for under the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC.  The Company hedges a portion of the forecasted MX$ denominated expenditures with a cross-currency swap.  The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income and subsequently reclassified into Cost of revenues when the hedged exposure affects operations.  Any ineffective portion of related gains or losses is recorded in the Condensed consolidated statements of operations immediately.  As of June 30, 2011 and March 31, 2011, the Company had foreign currency swap contracts of approximately MX$268.9 million and MX$343.9 million, respectively.

In the three months ended June 30, 2011 and 2010, there were no material realized gains on MX$ cash flow hedges recognized in Cost of revenues in the Condensed consolidated statements of operations.  The Company expects to reclassify the entire gain of $0.6 million, net of tax, in Accumulated other comprehensive income to Cost of revenues during the next 12 months due to the recognition of the hedged forecasted expenditures.

The following table summarizes the notional value of the Company’s outstanding MX$ currency swaps and approximate USD Equivalent at June 30, 2011:

	Local Currency	USD Equivalent		Position	Maturity
	(in thousands)	(in thousands)
MX$	268,850	$	21,858	Buy MX$	Monthly over 9 months

The amounts in the tables below include fair value adjustments related to the Company’s own credit risk and counterparty credit risk.

Fair Value of Derivative Contracts

Fair value of derivative contracts under the Derivatives and Hedging Topic of the FASB ASC were as follows:

	Derivative Assets Reported in Other Current Assets				Derivative Liabilities Reported in Accrued Liabilities
	June 30,		March 31,		June 30,		March 31,
(in thousands)	2011		2011		2011		2011
Foreign exchange contracts designated as cash flow hedges	$	777	$	360	$	3,316	$	4,201
Foreign exchange contracts not designated	—		—		—		—
Total derivatives	$	777	$	360	$	3,316	$	4,201

Effect of Designated Derivative Contracts on Accumulated Other Comprehensive Income

The following table represents only the balance of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC as of June 30, 2011 and March 31, 2011, and the impact of designated derivative contracts before tax on Accumulated other comprehensive income for the three months ended June 30, 2011:

(in thousands)	March 31, 2011			Amount of gain (loss) recognized in OCI (effective portion)			Amount of gain (loss) reclassified from OCI to income (loss) (effective portion)			June 30, 2011
Foreign exchange contracts designated as cash flow hedges	$	(3,841	)	$	(312	)	$	(1,614	)	$	(2,539	)

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Effect of Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in gross profit in the Condensed consolidated statements of operations was as follows:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Gain (loss) on foreign exchange contracts designated as cash flow hedges	$	(1,614	)	$	1,092

Effect of Non-Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of non-designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in Interest and other income (expense), net in the Condensed consolidated statement of operations was as follows:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Gain (loss) on foreign exchange contracts	$	(797	)	$	2,046

12. INCOME TAXES

The effective tax rate for the three months ended June 30, 2011 was 25.1%, compared to 26.9% for the same period a year ago.  The lower effective tax rate for the three months ended June 30, 2011 compared to the same period a year ago is due primarily to a larger proportion of income earned in foreign jurisdictions during the quarter which is taxed at lower rates, as well as the reinstatement of the United States (“U.S.”) federal research tax credit in December 2010 which was extended through December 2011 and was not available in the same period a year ago. The effective tax rate differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes and other factors.  The future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, or a change in estimates of future taxable income which could result in a valuation allowance being required.

As of June 30, 2011, the Company had $11.2 million of unrecognized tax benefits, compared to $10.5 million at March 31, 2011, recorded in Long-term income taxes payable on the Condensed consolidated balance sheet, all of which would favorably impact the effective tax rate in future periods if recognized.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in Income tax expense.  The accrued interest related to unrecognized tax benefits is $1.8 million as of June 30, 2011 as compared to $1.7 million as of March 31, 2011.  No penalties have been accrued.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of such examinations cannot be predicted with certainty. If any issues addressed in the tax examinations are resolved in a manner inconsistent with the Company's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of tax examinations is not certain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next twelve months.

The Company and its subsidiaries are subject to taxation in various foreign and state jurisdictions as well as in the U.S.  The Company is no longer subject to U.S. federal tax examinations by tax authorities for tax years prior to 2008.  The Company is under examination by the California Franchise Tax Board for its 2007 and 2008 tax years.  Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal 2006, except for the United Kingdom which has been concluded for tax years prior to fiscal 2009.

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13. COMPUTATION OF EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended
	June 30,
(in thousands, except per share data)	2011		2010
Numerator:
Net income	$	26,731	$	25,946
Denominator:
Weighted average common shares-basic	46,688		48,128
Dilutive effect of employee equity incentive plans	1,372		1,586
Weighted average common shares-diluted	48,060		49,714
Earnings per common share-basic	$	0.57	$	0.54
Earnings per common share-diluted	$	0.56	$	0.52
Potentially dilutive securities excluded from earnings per common share-diluted because their effect is anti-dilutive	1,489		2,334

14. REVENUE AND MAJOR CUSTOMERS

The Company designs, manufactures, markets and sells headsets for business and consumer applications, and other specialty products for the hearing impaired.  With respect to headsets, it makes products for use in offices and contact centers, with mobile and cordless phones, and with computers and gaming consoles.  Major product categories include “Office and Contact Center”, which includes corded and cordless communication headsets, audio processors and telephone systems; “Mobile”, which includes Bluetooth and corded products for mobile phone applications; “Gaming and Computer Audio”, which includes PC and gaming headsets; and “Clarity”, which includes specialty telephone products marketed for hearing impaired individuals.

The following table presents net revenues by product group:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net revenues from unaffiliated customers:
Office and Contact Center	$	130,999	$	117,580
Mobile	32,164		38,657
Gaming and Computer Audio	7,395		9,325
Clarity	5,042		5,123
Total net revenues	$	175,600	$	170,685

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The following table presents net revenues by geography:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net revenues from unaffiliated customers:
U.S.	$	100,291	$	103,992
Europe, Middle East and Africa	43,162		38,782
Asia Pacific	19,237		16,263
Americas, excluding U.S.	12,910		11,648
Total international net revenues	75,309		66,693
Total net revenues	$	175,600	$	170,685

No customer accounted for 10% or more of total net revenues for the three months ended June 30, 2011 and 2010, nor did any one customer account for 10% or more of accounts receivable, net, at June 30, 2011 and March 31, 2011.

15. SUBSEQUENT EVENTS

On August 1, 2011, the Company's Board of Directors declared a cash dividend of $0.05 per share of the Company's common stock, payable on September 9, 2011 to stockholders of record at the close of business on August 19, 2011.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CERTAIN FORWARD-LOOKING INFORMATION:

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).  Forward-looking statements may generally be identified by the use of such words as “expect,” “anticipate,” “believe,” “intend,” “plan,” “will,” or “shall” and similar expressions, or the negative of these terms.  Specific forward-looking statements contained within this Form 10-Q include statements containing our expectations regarding (i) the launch of additional Unified Communications ("UC") products and new Mobile products, (ii) our long-term strategy to invest for UC, (iii) the future of UC technologies, including the effect on headset adoption and use, the effects on enterprises that adopt UC and our expectation concerning our revenue opportunity from UC, (iv) our expenses, including research and development expenses and sales, general and administrative expenses, (v) our future tax rate, (vi) our anticipated capital expenditures for the remainder of fiscal 2012, (vii) the sufficiency of our cash, cash equivalents and cash from operations, (viii) our ability to draw funds on our credit facility as needed, and (ix) the outcome and effect of legal proceedings, as well as other statements regarding our future operations, financial condition and prospects and business strategies.  Such forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements.  Factors that could cause actual results and events to differ materially from such forward-looking statements are included, but not limited to, those discussed in the section entitled “Risk Factors” herein and other documents filed with the Securities and Exchange Commission (“SEC”) including our annual Report on Form 10-K for the fiscal year ended March 31, 2011.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

OVERVIEW

We are a leading worldwide designer, manufacturer, and marketer of lightweight communications headsets, telephone headset systems, and accessories for the business and consumer markets under the Plantronics brand.  In addition, we manufacture and market, under our Clarity brand, specialty telephone products, such as telephones for the hearing impaired, and other related products for people with special communication needs.

We ship a broad range of products to approximately 60 countries through a worldwide network of distributors, retailers, wireless carriers, original equipment manufacturers (“OEMs”), and telephony service providers.  We have well-developed distribution channels in North America, Europe, Australia and New Zealand, where use of our products is widespread.  Our distribution channels in other regions of the world are less mature, and, while we primarily serve the contact center markets in those regions, we continued to expand into the office, mobile and entertainment, digital audio and specialty telephone markets in those regions and additional international locations.

Unified Communications ("UC") is widely expected to increase the adoption and use of headsets in enterprise applications.  Headsets help to enable voice to be delivered naturally in the UC environment.  As UC is adopted by enterprises to reduce costs and improve collaboration, headsets are expected to be an important part of the UC environment.  In fiscal 2012, we remain focused on our long-term strategy to invest in UC as a key long-term driver of revenue and profit growth. We continue to focus on innovative product development, including the use of software and services as part of our products.

Consolidated net revenues increased to $175.6 million in the first quarter of fiscal 2012 from $170.7 million in the first quarter of fiscal 2011 driven by higher sales of our Office and Contact Center (“OCC”) products which increased $13.4 million or 11% from the same quarter a year ago.  The increase in net revenues from these products in the current quarter was primarily from increased demand for headsets designed for UC and our participation in the UC market.  This increase was offset in part by lower Mobile revenues which decreased by $6.5 million or 17% over the same quarter a year ago due to declines in the U.S. as a result of some market share loss in the U.S. and overall weakness in the product category offset in part by revenue growth in Asia Pacific ("APAC") and Europe, Middle East and Africa ("EMEA").

Our gross profit as a percentage of net revenue increased to 53.6% in the first quarter of fiscal 2012 from 52.4% in the first quarter of fiscal 2011 due to a shift in revenue mix to our higher margin OCC products which represented 75% of our net revenues in the first quarter of fiscal 2012 compared to 69% in the same quarter a year ago. In the Mobile market, particularly for consumer applications, margins are typically lower than for our enterprise applications due to the level of competition and pricing pressures.

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RESULTS OF OPERATIONS

The following tables set forth, for the periods indicated, the Condensed consolidated statements of operations data, which is derived from the accompanying unaudited Condensed consolidated financial statements.  The financial information and ensuing discussion should be read in conjunction with the accompanying unaudited Condensed consolidated financial statements and notes thereto.  

	Three Months Ended June 30,
(in thousands except percentages)	2011				2010
Net revenues	$	175,600	100.0	%	$	170,685		100.0	%
Cost of revenues	81,542		46.4	%	81,237			47.6	%
Gross profit	94,058		53.6	%	89,448			52.4	%
Operating expenses:
Research, development and engineering	16,906		9.6	%	14,901			8.7	%
Selling, general and administrative	42,116		24.0	%	38,686			22.7	%
Total operating expenses	59,022		33.6	%	53,587			31.4	%
Operating income	35,036		20.0	%	35,861			21.0	%
Interest and other income (expense), net	641		0.4	%	(382		)	(0.2	)%
Income before income taxes	35,677		20.4	%	35,479			20.8	%
Income tax expense	8,946		5.1	%	9,533			5.6	%
Net income	26,731		15.3	%	25,946			15.2	%

NET REVENUES

	Three Months Ended
	June 30,				Increase
(in thousands except percentages)	2011		2010		(Decrease)
Net revenues from unaffiliated customers:
Office and Contact Center	$	130,999	$	117,580	$	13,419		11.4	%
Mobile	32,164		38,657		(6,493		)	(16.8	)%
Gaming and Computer Audio	7,395		9,325		(1,930		)	(20.7	)%
Clarity	5,042		5,123		(81		)	(1.6	)%
Total net revenues	$	175,600	$	170,685	$	4,915		2.9	%

OCC products represent our largest source of revenues, while Mobile products represent large unit volume opportunities.  Revenues may vary due to seasonality, the timing of new product introductions, discounts and other incentives and channel mix.

Net revenues increased to $175.6 million in the first quarter of fiscal 2012 from $170.7 million in the first quarter of fiscal 2011 as a result of higher OCC revenues, growth in emerging markets and the benefit of a weaker U.S. dollar ("USD") primarily against the Euro, offset in part by a decline in the Mobile market. The growth in OCC revenues was due primarily to continued growth in UC revenues.

Fluctuations in net revenues for the three months ended June 30, 2011 compared to the same quarter a year ago resulted primarily from the following:

• OCC net revenues increased by $13.4 million due primarily to growth in UC revenues and growth in emerging markets.

• Mobile net revenues decreased $6.5 million due to declines in the U.S. as a result of some market share loss and overall weakness in the product category, offset in part by international growth driven by market share gains in the APAC and EMEA regions.

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Geographical Information

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Net revenues from unaffiliated customers:
U.S.	$	100,291		$	103,992		$	(3,701	)	(3.6	)%
As a percentage of net revenues	57.1		%	60.9		%	(3.8		)	ppt.
EMEA	43,162			38,782			4,380			11.3	%
APAC	19,237			16,263			2,974			18.3	%
Americas, excluding U.S.	12,910			11,648			1,262			10.8	%
Total international net revenues	75,309			66,693			8,616			12.9	%
As a percentage of net revenues	42.9		%	39.1		%	3.8			ppt.
Total net revenues	$	175,600		$	170,685		$	4,915		2.9	%

Consolidated U.S. net revenues as a percentage of total net revenues were 57% in the first quarter of fiscal 2012 and 61% in the same quarter of the prior year.  U.S. net revenues decreased 3.6% in the three months ended June 30, 2011, due primarily to a decline in revenues for Mobile products due to some market share loss and overall weakness in the product category, partially offset by growth in OCC products due primarily to growth in UC revenues.  International net revenues increased to 43% of total net revenues in the first quarter of fiscal 2012, as compared to 39% in the same prior year quarter. International net revenues increased by 12.9% for the quarter ended June 30, 2011 compared to the same prior year quarter.  The EMEA region increased due to improved demand for OCC products and increased product placements in the Mobile market.  APAC region revenues increased mostly from higher Mobile revenues due to increased product placements, and growth in OCC product revenues as a result of growth in emerging markets and increased channel resources.

COST OF REVENUES AND GROSS PROFIT

Cost of revenues consists primarily of direct manufacturing and contract manufacturer costs, warranty expense, and reserves for excess and obsolete inventory.  These costs include material and direct labor, our operations management team and indirect labor such as supervisors and warehouse workers, freight expense, depreciation, royalties, and an allocation of overhead expenses including IT, facilities, human resources, and legal costs.

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Net revenues	$	175,600		$	170,685		$	4,915	2.9	%
Cost of revenues	81,542			81,237			305		0.4	%
Consolidated gross profit	$	94,058		$	89,448		$	4,610	5.2	%
Consolidated gross profit %	53.6		%	52.4		%	1.2		ppt.

As a percentage of net revenues, the increase in gross profit in the quarter ended June 30, 2011 as compared to the same quarter a year ago was due primarily to the following:

• a 1.2 percentage point benefit from higher product margins driven mostly by a favorable product mix consisting of a higher portion of OCC revenues which generally have a higher gross margin than other product categories;

• a 0.7 percentage point benefit from a weaker USD; and

• a 0.4 percentage point benefit from lower freight costs.

These benefits were partially offset by the following:

• a 0.9 percentage point decrease from higher commodity and sourcing costs; and

• a 0.5 percentage point decrease from higher requirements for warranty provisions.

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Product mix has a significant impact on gross profit as there can be significant variances between our higher and our lower margin products.  Therefore, small variations in product mix, which can be difficult to predict, can have a significant impact on gross profit.  In addition, if we do not properly anticipate changes in demand, we have in the past, and may in the future, incur significant costs associated with writing off excess and obsolete inventory or incur charges for adverse purchase commitments.  Gross profit may also vary based on distribution channel, return rates, the amount of product sold for which royalties are required to be paid, the rate at which royalties are calculated, and other factors.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering costs are expensed as incurred and consist primarily of compensation costs, outside services, including legal fees associated with protecting our intellectual property, expensed materials, depreciation, and an allocation of overhead expenses, including facilities, IT, human resources, and legal costs.

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Research, development and engineering	$	16,906		$	14,901		$	2,005	13.5	%
% of total net revenues	9.6		%	8.7		%	0.9		ppt.

For the three months ended June 30, 2011, research, development and engineering expenses increased as compared to the same period a year ago due primarily to $1.0 million in higher compensation expenses mostly as a result of increased headcount to support development of UC products, along with increased outsourced project costs to support our UC and other product portfolios.  

We anticipate that our research, development and engineering expenses will increase in the remaining quarters of fiscal 2012 due to increased UC and software investments.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses consist primarily of compensation costs, marketing costs, travel expenses, litigation and professional service fees, and allocations of overhead expenses, including IT costs, facilities, human resources, and bad debt expense.

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Selling, general and administrative	$	42,116		$	38,686		$	3,430	8.9	%
% of total net revenues	24.0		%	22.7		%	1.3		ppt.

In the three months ended June 30, 2011, compared to the same year ago quarter, selling, general and administrative expenses increased due mostly to higher compensation expenses of $2.0 million primarily as a result of increased headcount and $1.0 million due to higher travel expense, as well as marketing promotional costs related primarily to our integrated marketing programs which promote our brand and capabilities for the UC market and our global sales training and communication events.

We anticipate our selling, general and administrative expenses will remain relatively stable in the remaining quarters of fiscal 2012.

OPERATING INCOME

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Operating income	$	35,036		$	35,861		$	(825	)	(2.3	)%
% of total net revenues	20.0		%	21.0		%	(1.0		)	ppt.

In the three months ended June 30, 2011, compared to the same prior year period, consolidated operating income decreased slightly primarily as a result of higher operating expenses to support future expected growth.

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INTEREST AND OTHER INCOME (EXPENSE), NET

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Interest and other income (expense), net	$	641		$	(382	)	$	1,023	(267.8	)%
% of total net revenues	0.4		%	(0.2		)%	0.6		ppt.

In the three months ended June 30, 2011, compared to the same prior year period, interest and other income (expense), net increased due primarily to greater foreign currency exchange gains and increased interest income from our investment portfolio. 

INCOME TAX EXPENSE

	Three Months Ended
	June 30,						Increase
(in thousands except percentages)	2011			2010			(Decrease)
Income before income taxes	$	35,677		$	35,479		$	198		0.6	%
Income tax expense	8,946			9,533			(587		)	(6.2	)%
Net income	$	26,731		$	25,946		$	785		3.0	%
Effective tax rate	25.1		%	26.9		%	(1.8		)	ppt.

Our effective tax rate for the three months ended June 30, 2011 was 25.1%, compared to 26.9% for the same period a year ago.  The lower effective tax rate for the three months ended June 30, 2011 compared to the same period a year ago is due primarily to a larger proportion of income earned in foreign jurisdictions during the quarter which is taxed at lower rates, as well as the reinstatement of the United States (“U.S.”) federal research tax credit in December 2010 which was extended through December 2011 and was not available in the same period a year ago. The effective tax rate differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes and other factors.  The future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, or a change in estimates of future taxable income which could result in a valuation allowance being required.

As of June 30, 2011, we had $11.2 million of unrecognized tax benefits, compared to $10.5 million at March 31, 2011, recorded in Long-term income taxes payable on the Condensed consolidated balance sheet, all of which would favorably impact the effective tax rate in future periods if recognized.

Our continuing practice is to recognize interest and/or penalties related to income tax matters in Income tax expense.  The accrued interest related to unrecognized tax benefits is $1.8 million as of June 30, 2011 as compared to $1.7 million as of March 31, 2011.  No penalties have been accrued.

We believe that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of such examinations cannot be predicted with certainty. If any issues addressed in the tax examinations are resolved in a manner inconsistent with our expectations, we could be required to adjust our provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of tax examinations is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits would materially change in the next twelve months.

We are subject to taxation in various foreign and state jurisdictions as well as in the U.S.  We are no longer subject to U.S. federal tax examinations by tax authorities for tax years prior to 2008.  We under examination by the California Franchise Tax Board for its 2007 and 2008 tax years.  Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal 2006, except for the United Kingdom which has been concluded for tax years prior to fiscal 2009.

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FINANCIAL CONDITION

The table below provides selected Condensed consolidated cash flow information for the periods presented:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Cash provided by operating activities	$	19,223		$	32,047
Capital expenditures and other assets	$	(3,935	)	$	(3,007	)
Cash provided by maturities and sales of investments, net	998			23,250
Cash (used for) provided by investing activities	$	(2,937	)	$	20,243
Repurchase of common stock	$	(90,668	)	$	(43,706	)
Equity forward contract related to accelerated share repurchase program	(18,872		)	—
Proceeds from issuance of common stock	11,515			7,666
Payment of cash dividends	(2,427		)	(2,456		)
Cash (used for) provided by other financing activities	1,865			661
Cash used for financing activities	$	(98,587	)	$	(37,835	)

Cash Flows from Operating Activities

Cash flows from operating activities for the three months ended June 30, 2011 consisted of net income of $26.7 million, non-cash charges of $5.2 million and working capital uses of cash of $12.7 million.  Non-cash charges consisted primarily of $4.2 million of stock-based compensation, $3.5 million of depreciation and amortization and a $1.4 million income tax benefit associated with stock option exercises, offset in part by $2.6 million in excess tax benefits from stock-based compensation expense and a $2.1 million benefit from deferred income taxes.  Working capital uses of cash consisted primarily of an increase in accounts receivable and inventory and decreases in accounts payable and accrued liabilities.  The days sales outstanding (“DSO”) as of June 30, 2011 increased to 56 days from 51 days as of June 30, 2010 which was primarily a result of the timing of when revenues were earned in the quarter resulting in an increase in the accounts receivable balance as of June 30, 2011 in comparison to the same period in the prior year. Inventory turns increased to 5.7 for the three months ended June 30, 2011 as compared to 4.2 for the same period in the prior year due to lower inventory levels as of June 30, 2011 than as of June 30, 2010. The working capital uses of cash were offset in part by working capital sources of cash, primarily from a decrease in prepaid income taxes.

Cash flows from operating activities for the three months ended June 30, 2010 consisted of net income of $25.9 million, non-cash charges of $6.6 million and working capital uses of cash of $0.5 million.  Non-cash charges related primarily to $4.0 million of depreciation and amortization and $3.8 million of stock-based compensation, offset in part by a $1.2 million benefit from deferred income taxes.  Working capital uses of cash consisted primarily of increases in inventory and accounts receivable.  The working capital uses of cash were offset in part by working capital sources of cash, primarily from an increase in accounts payable related to the increase in inventory and an increase in income taxes payable.

Cash Flows from Investing Activities

Net cash flows used for investing activities for the three months ended June 30, 2011 consisted primarily of $63.1 million and $35.1 million for the purchase of short-term and long-term investments, respectively, along with capital expenditures of $3.9 million related primarily to building improvements, IT projects and tooling.  These uses of cash were offset in part by net proceeds of $99.2 million from sales and maturities of short-term and long-term investments.

Net cash flows provided by investing activities for the three months ended June 30, 2010 consisted primarily of net proceeds of $23.3 million from the sale of our Auction Rate Securities (“ARS”) short-term investments at par value and capital expenditures of $3.0 million primarily related to tooling and IT projects.

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Cash Flows used for Financing Activities

Net cash flows used for financing activities for the three months ended June 30, 2011 consisted primarily of $90.7 million related to the repurchase of common stock including repurchases under our accelerated share repurchase program ("ASR Program"), $18.9 million for equity forward contracts related to the ASR Program, and dividend payments of $2.4 million which were partially offset by $11.5 million in proceeds from the exercise of stock options.

Net cash flows used in financing activities for the three months ended June 30, 2010 consisted primarily of $43.7 million related to the repurchase of common stock and dividend payments of $2.5 million which were partially offset by $7.7 million in proceeds from the sale of treasury stock issued for purchases under our Employee Stock Purchase Plan ("ESPP").

Liquidity and Capital Resources

Our primary discretionary cash requirements have historically been to repurchase our common stock.  At June 30, 2011, we had working capital of $441.8 million, including $329.8 million of cash, cash equivalents and short-term investments, compared with working capital of $524.1 million, including $430.0 million of cash, cash equivalents and short-term investments at March 31, 2011.  The decrease in working capital at June 30, 2011 compared to March 31, 2011 is a result of the decrease in cash and cash equivalents due to significant payments made for repurchases of our common stock in the quarter ended June 30, 2011 which were funded from cash and cash equivalents on hand at March 31, 2011.  As of June 30, 2011, of our $329.8 million of cash, cash equivalents and short-term investments, $69.1 million is held in the U.S. while $260.7 million is held internationally and would be subject to U.S. tax if we repatriate it back to the U.S.

For the remainder of fiscal 2012, we expect to spend an additional $14.0 million to $16.0 million in capital expenditures, consisting primarily of building improvements, IT related expenditures and tooling for new products.  We will continue to evaluate new business opportunities and new markets; as a result, future growth within the existing business or new opportunities and markets may dictate the need for additional facilities and capital expenditures to support that growth.

From time to time, the Board of Directors authorizes plans under which we may repurchase shares of our common stock in the open market, depending on market conditions. During the quarter ended June 30, 2011, we repurchased in the open market 270,000 shares of our common stock which was under a repurchase plan authorized by the Board of Directors on March 1, 2011 for 1,000,000 shares. The total cost of these repurchases was $9.5 million with an average price of $35.34 per share. As of June 30, 2011, there were 390,900 remaining shares authorized for repurchase under this authorized plan. In addition, the Company withheld 18,126 shares totaling $0.7 million in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans.

On May 3, 2011, the Board of Directors authorized the repurchase of up to 7,000,000 shares of our outstanding common stock.  As part of this authorization, on May 9, 2011, we entered into two separate Master Confirmation and Supplemental Confirmations with Goldman, Sachs & Co. ("Goldman") to repurchase an aggregate of $100 million of our common stock under an accelerated share repurchase program (the "ASR Program"). Goldman borrowed the shares that were delivered to us, and is expected to purchase sufficient shares of our common stock in the open market to return to lenders over the terms of the agreements. The ASR Program is expected to conclude no later than January 9, 2012, although in certain circumstances the termination date may be accelerated at Goldman's option. During the first three months of fiscal 2012, we repurchased 2,183,014 shares of our common stock under the ASR Program and the actual number of shares repurchased will be determined at the completion of the ASR Program. The final cost of these shares will be determined at the conclusion of the ASR Program. For additional information regarding the ASR Program, including the ASR Agreements, refer to Note 8, Common Stock Repurchases, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Our cash and cash equivalents as of June 30, 2011 consist of U.S. Treasury Bills or Treasury-Backed funds, Commercial Paper and bank deposits with third party financial institutions.  While we monitor bank balances in our operating accounts and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail or if there are other adverse conditions in the financial markets.  Cash balances are held throughout the world, including substantial amounts held outside of the U.S.  Most of the amounts held outside of the U.S. could be repatriated to the U.S., but, under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits, upon repatriation.

Our investments are intended to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to our investment guidelines and market conditions.  As of June 30, 2011, our investments were composed of U.S. Treasury Bills, Government Agency Securities, Commercial Paper, Corporate Bonds, and Certificates of Deposit (“CDs”).

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We enter into foreign currency forward-exchange contracts, which typically mature in one month intervals, to hedge our exposure to foreign currency fluctuations of Euro, Great Britain Pound and Australian Dollar denominated cash balances, receivables and payables.  We record in the Condensed consolidated balance sheet at each reporting period the fair value of our forward-exchange contracts and record any fair value adjustments in our Condensed consolidated statement of operations.  Gains and losses associated with currency rate changes on contracts are recorded within Interest and other income (expense), net, offsetting transaction gains and losses on the related assets and liabilities.  Please see Item 3 Quantitative and Qualitative Disclosures About Market Risk for additional information.

We also have a hedging program to hedge a portion of forecasted revenues denominated in the Euro and Great Britain Pound with put and call option contracts used as collars.  We also hedge a portion of the forecasted expenditures in Mexican Pesos with a cross-currency swap.  At each reporting period, we record the net fair value of our unrealized option contracts in the Condensed consolidated balance sheet with related unrealized gains and losses as a component of Accumulated other comprehensive income, a separate element of Stockholders’ equity.  Gains and losses associated with realized option contracts and swap contracts are recorded within Net revenues and Cost of revenues, respectively.  Please see Item 3 Quantitative and Qualitative Disclosures About Market Risk for additional information.

Our liquidity, capital resources, and results of operations in any period could be affected by the exercise of outstanding stock options, restricted stock grants to employees and the issuance of common stock under our ESPP.  Further, the resulting increase in the number of outstanding shares could affect our earnings per share; however, we cannot predict the timing or amount of proceeds from the sale or exercise of these securities or whether they will be exercised at all. 

In May 2011, we entered into a Credit Agreement with Wells Fargo Bank, National Association which provides for a $100 million unsecured revolving credit facility to augment our financial flexibility to facilitate the ASR Program.   If requested by us and agreed to by the Bank, the Bank may increase its commitment thereunder by up to $100 million, for a total facility size of up to $200 million.  Principal, together with accrued and unpaid interest, is due on the maturity date, May 9, 2014 and our obligations under the Credit Agreement are required to be guaranteed by our domestic subsidiaries, subject to certain exceptions. We have not yet drawn any funds under the credit facility. Loans will bear interest at the election of the Company (1) at the Bank's announced prime rate less 1.50% per annum, (2) at a daily one month LIBOR rate plus 1.10% per annum or (3) at an adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum. The credit facility requires us to comply with a maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") and a minimum EBITDA coverage ratio, in each case at each fiscal quarter end and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted cash, cash equivalents and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200 million. The credit facility contains covenants including covenants regarding the payment of taxes and other liabilities, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The credit facility also contains negative covenants, among other things, limiting our ability to incur debt, make capital expenditures, grant liens, make acquisitions and make investments. The events of default under the credit facility include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults and bankruptcy and insolvency events involving us or any of our subsidiaries. We are currently in compliance with all covenants under the credit facility.

We believe that our current cash and cash equivalents, short-term investments, and cash provided by operations along with the availability of funds under our $100 million Credit Agreement will be sufficient to fund operations for at least the next twelve months; however, any projections of future financial needs and sources of working capital are subject to uncertainty.  See “Certain Forward-Looking Information” and “Risk Factors” in this Quarterly Report on Form 10-Q for factors that could affect our estimates for future financial needs and sources of working capital.

OFF BALANCE SHEET ARRANGEMENTS

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing and liquidity support or market risk or credit risk support to the Company.

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CONTRACTUAL OBLIGATIONS

There have been no material changes in our contractual obligations outside the normal course of business since the fiscal year ended March 31, 2011.  At June 30, 2011, unrecognized tax benefits and related interest were $11.2 million and $1.8 million, respectively.  We are unable to reliably estimate the timing of future payments related to unrecognized tax benefits; however, Long-term income taxes payable on our Condensed consolidated balance sheet includes these unrecognized tax benefits.  We do not anticipate any material cash payments associated with our unrecognized tax benefits to be made within the next 12 months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For a complete description of what we believe to be the critical accounting policies that affect our more significant judgments and estimates used in the preparation of our financial statements, refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.  There have been no changes to our critical accounting policies during the three months ended June 30, 2011.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

There are no recently adopted accounting pronouncements other than as described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

Recently Issued Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-05, Presentation of Comprehensive Income. This ASU is intended to increase the prominence of other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders' equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011; therefore, we will adopt ASU 2011-05 in our fourth quarter of fiscal 2012. We do not expect the adoption of ASU 2011-05 to have a material impact on our consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"), which amends ASC 820, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards (“IFRSs”). ASU 2011-14 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU 2011-14 clarifies the FASB's intent about the application of existing fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively; therefore, the Company will adopt ASU 2011-04 in its fourth quarter of fiscal 2012. We do not expect the adoption of ASU 2011-04 to have a material impact on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates.  This discussion contains forward-looking statements that are subject to risks and uncertainties.  Actual results could vary materially as a result of a number of factors including those set forth in “Risk Factors.”

INTEREST RATE RISK

We had cash and cash equivalents totaling $202.7 million at June 30, 2011 compared to $284.4 million at March 31, 2011.  We had short-term investments totaling $127.1 million at June 30, 2011, compared to $145.6 million at March 31, 2011.  We had long-term investments of $56.5 million at June 30, 2011, compared to $39.3 million at March 31, 2011.  Cash equivalents have a remaining maturity of three months or less at the date of purchase; short-term securities have a remaining maturity of greater than three months at the date of purchase and an effective maturity of less than one year; and long-term investments have effective maturities greater than one year, or we do not currently have the ability to liquidate the investment.  As of June 30, 2011, our investments were composed of U.S. Treasury Bills, Government Agency Securities, Commercial Paper, Corporate Bonds and Certificates of Deposit ("CDs").

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Our investment policy and strategy are focused on preservation of capital and supporting our liquidity requirements. A portion of our cash is managed by external managers within the guidelines of our investment policy. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We typically invest in highly rated securities and our policy generally limits the amount of credit exposure to any one issuer. Our investment policy requires investments to be high credit quality, primarily rated A or A2, with the objective of minimizing the potential risk of principal loss. All highly liquid investments with initial maturities of three months or less at the date of purchase are classified as cash equivalents. We classify our investments as either short-term or long-term based on each instrument's underlying maturity date. All short-term investments have effective maturities less than 12 months, while all long-term investments have effective maturities greater than 12 months. We may sell our investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. We recognized no material realized or unrealized net gains or losses during the three months ended June 30, 2011 and 2010.

Interest rates increased in the three months ended June 30, 2011 compared to the same prior year quarter. During the quarter ended June 30, 2011, we generated no significant interest income from our portfolio of cash equivalents and investments. A hypothetical increase or decrease in our interest rates by 10 basis points would have a minimal impact on our interest income.

FOREIGN CURRENCY EXCHANGE RATE RISK

We are exposed to currency fluctuations, primarily in the Euro ("EUR"), Great Britain Pound ("GBP"), Australian Dollar ("AUD") and the Mexican Peso ("MX$"). We use a hedging strategy to diminish, and make more predictable, the effect of currency fluctuations. All of our hedging activities are entered into with large financial institutions, which we periodically evaluate for credit risks. We hedge our balance sheet exposure by hedging EUR, GBP and AUD denominated cash balances, receivables, and payables, and our economic exposure by hedging a portion of anticipated EUR and GBP denominated sales and our MX$ denominated expenditures. We can provide no assurance that our strategy will be successful in the future and that exchange rate fluctuations will not materially adversely affect our business.

We experienced immaterial net foreign currency gains in the three months ended June 30, 2011. Although we hedge a portion of our foreign currency exchange exposure, the weakening of certain foreign currencies, particularly the Euro and the Great Britain Pound in comparison to the U.S. Dollar ("USD"), could result in material foreign exchange losses in future periods.

Non-designated Hedges

We hedge our EUR, GBP and AUD denominated cash, receivables and payables balances by entering into foreign exchange forward contracts. The table below presents the impact on the foreign exchange gain (loss) of a hypothetical 10% appreciation and a 10% depreciation of the USD against the forward currency contracts as of June 30, 2011 (in millions):

Currency - forward contracts	Position	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange Loss From 10% Depreciation of USD
EUR	Sell Euro	$	21.7	$	2.2	$	(2.2	)
GBP	Sell GBP	7.5		0.8		(0.8		)
AUD	Sell AUD	5.0		0.5		(0.5		)

Cash Flow Hedges

In the first quarter of fiscal 2012, approximately 43% of our net revenue was derived from sales outside of the U.S., which were denominated primarily in EUR and GBP.

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As of June 30, 2011, we had foreign currency put and call option contracts with notional amounts of approximately €58.3 million and £16.6 million denominated in EUR and GBP, respectively. Collectively, our option contracts hedge against a portion of our forecasted foreign currency denominated sales. If the USD is subjected to either a 10% appreciation or 10% depreciation versus these net exposed currency positions, we could incur a gain of $8.1 million or a loss of $9.3 million, respectively. The table below presents the impact on the Black-Scholes valuation of our currency option contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD against the indicated option contract type for cash flow hedges as of June 30, 2011(in millions):

Currency - option contracts	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Gain From 10% Appreciation of USD		Foreign Exchange Loss From 10% Depreciation of USD
Call options	$	110.7	$	4.0	$	(8.1	)
Put options	102.8		4.1		(1.2		)

Collectively, our swap contracts hedge against a portion of our forecasted MS$ denominated expenditures. As of June 30, 2011, we had cross currency swap contracts with notional amounts of approximately MX$268.9 million. The table below presents the impact on the valuation of our cross-currency swap contracts of a hypothetical 10% appreciation and a 10% depreciation of the USD as of June 30, 2011 (in millions):

Currency - cross-currency swap contracts	USD Value of Net Foreign Exchange Contracts		Foreign Exchange Loss From 10% Appreciation of USD			Foreign Exchange Gain From 10% Depreciation of USD
Position: Buy MX$	$	21.9	$	(2.0	)	$	2.5

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Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to Plantronics’ management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are presently engaged in various legal actions arising in the normal course of our business.  We believe that it is unlikely that any of these actions will have a material adverse impact on our operating results; however, because of the inherent uncertainties of litigation, the outcome of any of these actions could be unfavorable and could have a material adverse effect on our financial condition, results of operations or cash flows.  There were no material developments in the litigation on which we reported in our Annual Report on Form 10-K for the fiscal year ended March 31, 2011.  

ITEM 1A. RISK FACTORS

Investors in our stock should carefully consider the following risk factors in connection with any investment in our stock.  Our stock price will reflect the performance of our business relative to, among other things, our competition, expectations of securities analysts or investors, and general economic market conditions and industry conditions.  Our business, financial condition and results of operations could be materially adversely affected if any of the following risks occur.  Accordingly, the trading price of our stock could decline, and investors could lose all or part of their investment.

Economic conditions may materially adversely affect the Company.

Global economic concerns such as the varying pace of global economic recovery continue to create uncertainty and unpredictability and add risk to our future outlook. Sovereign debt issues and economic uncertainty in Greece, Portugal, Spain, Ireland and other countries in Europe and around the world raise concerns in markets important to our business. A global economic downturn could result in reductions in sales of our products, longer sales cycles, slower adoption of new technologies and increased price competition.

Financial institutions may continue to consolidate or cease to do business which could result in a tightening of the credit markets, a low level of liquidity in many financial markets, and increased volatility in fixed income, credit, currency and equity markets. There could be a number of negative effects from a credit crisis on our business, which could include impaired credit availability and increased financial instability of our customers, including our distribution partners and other sales channel sources. Any of these events would likely harm our business, results of operations and financial condition.

Uncertainty regarding future economic conditions also makes it more challenging for us to forecast operating results, make business decisions, and identify the risks that may affect our business, sources and uses of cash, financial condition and results of operations. Further, fluctuations in foreign currency exchange rates impact our revenues and profitability because we report our financial statements in U.S. Dollars ("USD"), whereas a significant portion of our sales to customers are transacted in other currencies, particularly the Euro and the Great Britain Pound (“GBP”). We hedge a portion of our Euro and GBP forecasted revenue exposure for the future 12 month period. We can offer no assurance that such strategies will be effective in minimizing our exposure. If the Euro and GBP fall against the USD, our revenues, gross profit and profitability in the future could be negatively affected. See also our risk titled “We are exposed to fluctuations in foreign currency exchange rates which may adversely affect our revenues, gross profit, and profitability.”

Our operating results are difficult to predict, and fluctuations may cause volatility in the trading price of our common stock.

Given the nature of the markets in which we compete, our revenues and profitability are difficult to predict for many reasons, including the following:

• Our operating results are highly dependent on the volume and timing of orders received during the quarter, which are difficult to forecast. Customers generally order on an as-needed basis, and we typically do not obtain firm, long-term purchase commitments from our customers. As a result, our revenues in any quarter depend primarily on orders booked and shipped in that quarter.

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• We incur a large portion of our costs in advance of sales orders because we must plan research and production, order components and enter into development, incur sales and marketing expenditures, and other operating commitments prior to obtaining firm commitments from our customers. In the event we acquire too much inventory for certain products, the risk of future inventory write-downs increases. Conversely, in the event we have inadequate inventory to meet the demand for particular products, we may miss significant revenue opportunities or incur significant expenses such as air freight, costs for expediting shipments, and other negative variances in our manufacturing processes as we attempt to make up for the shortfall.  When a significant portion of our revenue is derived from new products, forecasting the appropriate volumes of production is even more difficult.

Fluctuations in our operating results may cause volatility in the trading price of our common stock.

The success of our business depends heavily on our ability to effectively market our UC products, and our business could be materially adversely affected if markets do not develop as we expect.

We compete in the business market for the sale of our office and contact center products.  We believe that our greatest long-term opportunity for profit growth is in the UC office market, and our foremost strategic objective for this segment is to increase headset adoption. To this end, we are investing in creating new products that are more appealing in functionality and design as well as targeting certain vertical segments to increase sales.  We continue to believe that the implementation of UC technologies by large corporations will be a significant long-term driver of office headset adoption, and, as a result, a key long-term driver of revenue and product growth. UC is the integration of voice and video-based communications systems enhanced with software applications and Internet Protocol (“IP”) networks. It may include the integration of devices and media associated with a variety of business workflows and applications, including e-mail, instant messaging, presence, audio, video and web conferencing, and unified messaging. UC seeks to provide seamless connectivity and user experience for enterprise workers regardless of their location and environment, improving overall business efficiency and providing more effective collaboration among an increasingly distributed workforce. Despite weak economic conditions, trial deployments of UC solutions and headsets continue to grow, with some evidence that the cost savings and productivity enhancements derived from UC are driving the expansion of existing deployments in both the U.S. and Europe. We can give no assurance that significant growth in UC will occur or that we will be able to take advantage of any growth that does occur.

Our ability to realize our UC plans and to achieve the financial results projected to arise from UC adoption could be adversely affected by the following factors: (i) the risk that, as UC becomes more widely adopted, competitors will offer solutions that will effectively commoditize our headsets which, in turn, will reduce the sales prices for our headsets; (ii) our plans are dependent upon the market success of major platform providers such as Microsoft Corporation, Cisco Systems, Inc., Avaya, Inc., Alcatel-Lucent, and IBM, and we have a limited ability to influence such providers with respect to the functionality of their platforms, their rate of deployment, and their willingness to integrate their platforms with our solutions; (iii) the development of UC solutions is technically complex and this may delay or obstruct our ability to introduce solutions to the market on a timely basis and that are cost effective, feature-rich, stable and attractive to our customers; (iv) our development of UC solutions is dependent on our ability to design, develop and manufacture complex electronic systems comprised of hardware, firmware and software that must work in a wide variety of environments and multiple variations; (v) as UC becomes more widely adopted we anticipate that competition for market share will increase, and some competitors may have superior technical and economic resources; (vi) UC solutions may not be adopted with the breadth and speed in the marketplace that we currently anticipate; and (vii) UC may evolve rapidly and unpredictably and our ability to adapt to those changes and future requirements may impact our profitability in this market and our overall margins.

Because the major providers of UC software utilize complex and proprietary platforms in which our UC products will be integrated, it will be necessary for us to expand our technical support capabilities. This expansion will result in additional expenses to hire the personnel and develop the infrastructure necessary to adequately serve our UC customers. Our support expenditures may substantially increase over time as these platforms evolve and as UC becomes more commonly adopted.

If these investments do not generate incremental revenue, our business could be materially affected.  In addition, the UC market is intensively competitive; failure to adapt to pricing pressures could impact our business.

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The failure of our suppliers to provide quality components or services in a timely manner could adversely affect our results of operations.

Our growth and ability to meet customer demand depends in part on our ability to obtain timely deliveries of raw materials, components, sub-assemblies, and products from our suppliers. We buy raw materials, components and sub-assemblies from a variety of suppliers and assemble them into finished products. We also have certain of our components and products manufactured for us by third party suppliers. The cost, quality, and availability of such goods are essential to the successful production and sale of our products. Obtaining raw materials, components, sub-assemblies, and finished products entails various risks, including the following:

• Rapid increases in production levels to meet unanticipated demand for our products could result in higher costs for components and sub-assemblies, increased expenditures for freight to expedite delivery of required materials, and higher overtime costs and other expenses. These higher expenditures could reduce our profit margins. Further, if production is increased rapidly, there may be decreased manufacturing yields, which may also reduce our margins.

• We obtain certain raw materials, sub-assemblies, components and products from single suppliers, including substantially all of our Bluetooth products from GoerTek, Inc. Alternate sources for these items may not be readily available. Any failure of GoerTek, Inc. or our other suppliers to remain in business, to provide us with the quantity of components or products that we need or to purchase the raw materials, subcomponents and parts required by them to produce and provide to us the components or products we need could materially adversely affect our business, financial condition and results of operations.

• Although we generally use standard raw materials, parts and components for our products, the high development costs associated with emerging wireless and other technologies may require us to work with only a single source of silicon chips, chip-sets or other components or materials (“components or materials”) on any particular new product. We, or our supplier(s) of components or materials, may experience challenges in designing, developing and manufacturing components or materials using these new technologies which could affect our ability to meet market schedules.  Our components or materials suppliers may decide for commercial reasons to discontinue components or materials that we have designed into our products. Due to our dependence on single suppliers for certain components or materials, we could experience higher prices, a delay in development of the components or materials, or the inability to meet our customer demand for these new products.  Additionally, these suppliers or other suppliers may enter into bankruptcy, discontinue production of the components or materials we depend on, or may not be able to produce for their own commercial reasons due to financial difficulties or global economic conditions.  If this occurs, we may have difficulty obtaining sufficient product to meet our needs.  This could cause us to fail to meet customer expectations.  If customers cease purchasing our products or turn to our competitors to meet their needs, there could be a long-term adverse impact on our revenues and profitability.  Our business, financial condition and results of operations could therefore be materially adversely affected as a result of these factors.

• We were apprised by one of our sole sourced suppliers that a wafer fabrication foundry it uses to produce integrated circuits for certain of our call center and office headsets is no longer producing those integrated circuit products.  The production of these products was shifted to a different wafer fabrication foundry that previously produced these integrated circuits on our behalf.  We expect to have new products before our supply of integrated circuits is depleted; however, the new foundry could have difficulties re-establishing the process and re-qualifying the integrated circuits that they are producing on our behalf.  If the new wafer fabrication foundry cannot produce these integrated circuits with good quality and in the quantities we require in a timely manner, it is possible that we will not have product available to meet demand.  Our revenue might decrease as a result and our customers might be forced to turn to alternative suppliers.  A failure to properly produce the integrated circuits in the re-qualified foundry could materially affect our business, financial condition and results of operations. 

• Because of the lead times required to obtain certain raw materials, sub-assemblies, components and products from certain suppliers, we may not be able to react quickly to changes in demand, potentially resulting in either excess inventories of such goods or shortages of the raw materials, sub-assemblies, components, and products. Lead times are particularly long on silicon-based components incorporating radio frequency and digital signal processing technologies and such components are an increasingly important part of our product costs.  In particular, many consumer product orders have shorter lead times than the component lead times, making it increasingly necessary to carry more inventory in anticipation of those orders, which may not materialize.  Failure in the future to match the timing of purchases of raw materials, sub-assemblies, components and products to demand could increase our inventories and/or decrease our revenues and could materially adversely affect our business, financial condition and results of operations.

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• Most of our suppliers are not obligated to continue to provide us with raw materials, components, and sub-assemblies. Rather, we buy most of our raw materials, components and subassemblies on a purchase order basis. Prices for many commodities are rising and are increasing our costs. Additionally, if our suppliers experience increased demand or shortages, it could affect deliveries to us. Any such shortages or further increases in prices could materially adversely affect our business, financial condition, and results of operations.

• From time to time, we or our competitors may announce new products, capabilities, or technologies that may replace or shorten the life cycles of our existing products. The introduction of new or enhanced products requires us to manage the transition from older product inventories and ensure that adequate levels of new products can be delivered to meet customer demand. In addition, we must maintain adequate levels of replacement inventory to support continued sales of older products during the product transition. Our failure to effectively manage transitions from older products could result in inventory obsolescence or shortage of older product if customers do not transition to the new products in a timely manner which could have a material adverse effect on our revenues and profitability.

• As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the U.S. Securities and Exchange Commission ("SEC") has proposed disclosure requirements regarding the use of certain minerals, known as conflict minerals, which are mined from the Democratic Republic of Congo and adjoining countries, as well as procedures regarding a manufacturer’s efforts to prevent the sourcing of such minerals and metals produced from those minerals. The implementation of these requirements could affect the sourcing and availability of metals used in the manufacture of a limited number of raw material parts contained in our products. This may reduce the number of suppliers who provide conflict free metals, and may affect our ability to obtain products in sufficient quantities or at competitive prices. Our material sourcing is broad based and multi-tiered, and we may not be able to conclusively verify the origins for all metals used in our products.

If we do not match production to demand, we may lose business or our gross margins could be materially adversely affected.

Our industry is characterized by technological changes, frequent new product introductions, short-term customer commitments and changes in demand. We determine production levels based on our forecasts of demand for our products. Actual demand for our products depends on many factors, which makes it difficult to forecast. We have experienced differences between our actual and our forecasted demand in the past and expect differences to arise in the future.

Some of our products utilize long-lead time parts which are available from a limited set of vendors. The combined effects of variability of demand among the customer base and significant long-lead time of single sourced materials has historically contributed to significant inventory write-downs, particularly in inventory for consumer products. For OCC products, long life-cycles periodically necessitate last-time buys of raw materials that may be used over the course of several years. We routinely review inventory for usage potential, including fulfillment of customer warranty obligations and spare part requirements. We write down to market value the excess and obsolete inventory. We evaluate the future realizable value of inventories and impact on gross margins, taking into consideration product life cycles, technological and product changes, demand visibility and other market conditions. We believe our current process for writing down inventory appropriately balances the risk in the marketplace with a fair representation of the realizable value of our inventory.

Announcements of currently planned or other new products, capabilities, or technologies may cause customers to defer or stop purchasing our products until new products become available. Due to the risks inherent in transitioning to new products, we must forecast accurate demand for new products while managing the transition from established products. Among the risks associated with the introduction of new products are difficulty predicting customer demand and customer acceptance of the new products while effectively managing inventory levels to ensure adequate supply of the new product and avoid excess supply of the legacy product.

In view of the uncertainties inherent in the recovery from the global recession, it is particularly difficult to make accurate forecasts in this business environment. Significant unanticipated fluctuations in supply or demand and the global trend towards consignment of products could cause the following operating problems, among others:

• If forecasted demand does not develop, we could have excess inventory and excess capacity.  Over-forecast of demand could result in higher inventories of finished products, components, and sub-assemblies. In addition, because our retail customers have pronounced seasonality, we must build inventory well in advance of the December quarter in order to stock up for the anticipated future demand.  If we were unable to sell these inventories, we would have to write off some or all of our inventories of excess products and unusable components and sub-assemblies. Excess manufacturing capacity could lead to higher production costs and lower margins.

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• If demand increases beyond that forecasted, we may have to rapidly increase production. We currently depend on suppliers to provide additional volumes of components and sub-assemblies, and we are experiencing greater dependence on single source suppliers; therefore, we might not be able to increase production rapidly enough to meet unexpected demand.  There could be short-term losses of sales while we are trying to increase production. In addition, we may incur increased costs for expediting products.

• The production and distribution of Bluetooth and other wireless headsets presents many significant manufacturing, marketing and other operational risks and uncertainties including:

• our dependence on third parties to supply key components, many of which have long lead times;

• our ability to forecast demand for the variety of new products within this product category for which relevant data is incomplete or unavailable; and

• longer lead times with suppliers than commitments from some of our customers.

• If we are unable to deliver products on time to meet the market window of our retail customers, we will lose opportunities to increase revenues and profits, or we may incur penalties for late delivery.  We may also be unable to sell these finished goods, which would result in excess or obsolete inventory.

Any of the foregoing problems could materially and adversely affect our business, financial condition, and results of operations.

Prices of certain raw materials, components and sub-assemblies may rise or fall depending upon global market conditions.

We have experienced volatility in costs from our suppliers, particularly in light of the price fluctuations of oil, gold, silver and other commodities and products in the U.S. and around the world. We may continue to experience volatility, which could affect profitability and/or market share. If we experience cost increases and are unable to pass these on to our customers or to achieve operating efficiencies that offset these increases, our business, financial condition and results of operations may be materially and adversely affected.

We depend on original design manufacturers and contract manufacturers who may not have adequate capacity to fulfill our needs or may not meet our quality and delivery objectives which could have an adverse effect on our business.

Original design manufacturers and contract manufacturers produce key portions of our product lines for us, including the majority of our Bluetooth products. Our reliance on these original design manufacturers and contract manufacturers involves significant risks, including reduced control over quality and logistics management, the potential lack of adequate capacity and loss of services. Financial instability of our manufacturers or contractors resulting from the global recession or otherwise could result in our having to find new suppliers which could increase our costs and delay our product deliveries. These manufacturers and contractors may also choose to discontinue manufacturing our products for a variety of reasons. Consequently, we may experience delays in the timeliness, quality and adequacy of product deliveries, any of which could harm our business and operating results.

Currently, the majority of our Bluetooth products are manufactured by GoerTek, a contract manufacturer located in Weifang, China; therefore, the manufacturing of these products is heavily dependent upon GoerTek's ability to deliver the quantities of products that we demand in a timely manner and to meet our quality standards. In the event that GoerTek is unable or unwilling to meet our demand, delivery or price requirements, our Bluetooth business could be severely and materially affected as it may be difficult to ramp-up a new manufacturer on a timely and cost effective basis.

We have strong competitors and expect to face additional competition in the future. If we are unable to compete effectively, our results of operations may be adversely affected.

All of our markets are intensely competitive. We could experience a decline in average selling prices, competition on sales terms and conditions, or continual performance, technical and feature enhancements from our competitors. Also, aggressive industry pricing practices may result in downward pressure on margins.

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Currently, our single largest competitor is GN Store Nord A/S (“GN”), a Danish telecommunications conglomerate with whom we experience price competition in the business markets. Motorola is a significant competitor in the consumer headset market, primarily in the mobile Bluetooth market, and has a brand name that is very well known and supported with significant marketing investments. Motorola also benefits from the ability to bundle other offerings with its headsets.  We are also experiencing competition from other consumer electronics companies that currently manufacture and sell mobile phones or computer peripheral equipment. These competitors generally are larger, offer broader product lines, bundle or integrate with other products' communications headset tops and bases manufactured by them or others, offer products containing bases that are incompatible with our headset tops and have substantially greater financial, marketing and other resources than we do.

Competitors in audio devices vary by product line.  The most competitive product line is headsets for cell phones where we compete with Motorola, Nokia, Aliph's Jawbone brand, BlueAnt Wireless, Samsung, GN's Jabra brand, Bose and Sony Ericsson among many others.  Many of these competitors have substantially greater resources than we have, and each of them has established market positions in this business. In the office and contact center market, the largest competitors are GN and Sennheiser Communications. For the entertainment and computer audio market, our primary competitors are Logitech and Sennheiser.  Our product markets are intensely competitive, and market leadership changes frequently as a result of new products, designs and pricing.  We are facing additional competition from companies, principally located in the Asia Pacific region, which offer very low cost headset products including products that are modeled on or are direct copies of our products. These new competitors are offering very low cost products which result in pricing pressure in the market. If market prices are substantially reduced by such new entrants into the headset market, our business, financial condition or results of operations could be materially adversely affected.

If we do not distinguish our products, particularly our retail products, through distinctive, technologically advanced features and design, as well as continue to build and strengthen our brand recognition, our business could be harmed.   If we do not otherwise compete effectively, demand for our products could decline, our revenues and gross margins could decrease, we could lose market share, and our earnings could decline.

We also compete in the consumer market for the sale of our mobile, gaming, and Clarity products.  We believe that effective product promotion is highly relevant in the consumer market, which is dominated by large brands that have significant consumer mindshare.  We have invested in marketing initiatives to raise awareness and consideration of Plantronics' products. We believe this will help increase preference for Plantronics and promote headset adoption overall.  The consumer market is characterized by relatively rapid product obsolescence, and we are at risk if we do not have the right products at the right time to meet consumer needs.  In addition, some of our competitors have significant brand recognition, and we are experiencing more competition in pricing actions which can result in significant losses and excess inventory.

If we are unable to stimulate growth in our business, if our costs to stimulate demand do not generate incremental profit, or if we experience significant price competition, our business, financial condition, results of operations and cash flows could suffer.  In addition, failure to effectively market our products to customers could lead to lower and more volatile revenue and earnings, excess inventory and the inability to recover the associated development costs, any of which could also have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our consumer business is volatile and failure to compete successfully in this business may have an adverse effect on our financial condition.

Our consumer business, which consists primarily of Bluetooth headsets and computer and gaming headsets, is highly competitive. The risks faced in connection with this include the following:

• interest in the consumer headset category may be lessening due to current weakening conditions in the consumer market and reduced attach rates of headsets to many popular mobile smartphones in the U.S.;

• competition may increase more than we expect and result in product pricing pressures;

• our ability to meet the market windows for consumer products;

• difficulties retaining or obtaining shelf space for consumer products in our sales channel;

• difficulties in achieving or maintaining a sufficient gross margin and uncertainties in the demand for Bluetooth headsets and computer and gaming headsets;

• the varying pace of global economic recovery creates uncertainty and unpredictability about the demand for consumer products; and

• our focus on UC products may weaken our competitive position.

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Our business will be materially adversely affected if we are not able to develop, manufacture, and market new products in response to changing customer requirements and new technologies.

The market for our products is characterized by rapidly changing technology, evolving industry standards, short product life cycles and frequent new product introductions. As a result, we must continually introduce new products and technologies and enhance existing products in order to remain competitive.

The technology used in our products is evolving more rapidly now than it has historically, and we anticipate that this trend may accelerate. Historically, the technology used in lightweight communications headsets has evolved slowly. New products have primarily offered stylistic changes and quality improvements rather than significant new technologies. Our increasing reliance and focus on the UC market has resulted in a growing portion of our products that integrate significant new technology. In addition, our increasing participation in the consumer market requires us to adopt new technology and, thus, our consumer products experience shorter lifecycles. We believe this is particularly true for our newer emerging technology products especially in the mobile, computer, residential and certain parts of the office markets.  In particular, we anticipate a trend towards more integrated solutions that combine audio, video, and software functionality, while historically our focus was limited to audio products.

In the past, we have experienced a trend away from corded headsets to cordless products.  In general, our corded headsets have had higher gross margins than our cordless products, but the margin on cordless headsets is trending higher.  In addition, office phones have begun to incorporate Bluetooth functionality which has opened the market to consumer Bluetooth headsets and reduce the demand for our traditional office telephony headsets and adapters as well as impacting potential revenues from our own wireless headset systems, resulting in lost revenue and lower margins. Should we not be able to maintain the higher margins on our cordless products that we recently achieved, our revenue and profits will decrease.

In addition, innovative technologies such as UC have moved the platform for certain of our products from our customers' closed proprietary systems to open platforms such as the PC. In turn, the PC has become more open as a result of such technologies as cloud computing and open source code development. As a result, we are exposed to the risk that current and potential competitors could enter our markets and commoditize our products by offering similar products.

The success of our products depends on several factors, including our ability to:

• anticipate technology and market trends;

• develop innovative new products and enhancements on a timely basis;

• distinguish our products from those of our competitors;

• create industrial design that appeals to our customers and end-users;

• manufacture and deliver high-quality products in sufficient volumes; and

• price our products competitively.

If we are unable to develop, manufacture, market and introduce enhanced or new products in a timely manner in response to changing market conditions or customer requirements, including changing fashion trends and styles, it will materially adversely affect our business, financial condition and results of operations.  Furthermore, as we develop new generations of products more quickly, we expect that the pace of product obsolescence will increase concurrently.  The disposition of inventories of excess or obsolete products may result in reductions to our operating margins and materially adversely affect our earnings and results of operations.

We have significant foreign manufacturing operations and rely on third party manufacturers located outside the United States, and a significant amount of our revenues are generated internationally.

We have a manufacturing facility in Tijuana, Mexico. We also have suppliers and other vendors throughout Asia, including GoerTek, Inc. located in Weifang, China, which is the manufacturer of the majority of our Bluetooth products. We also generate a significant amount of our revenues from foreign customers.

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The types of risks faced in connection with international operations and sales include, among others:

• fluctuations in foreign currency exchange rates;

• cultural differences in the conduct of business;

• greater difficulty in accounts receivable collection and longer collection periods;

• the impact of recessionary, volatile or adverse global economic conditions;

• reduced protection for intellectual property rights in some countries;

• unexpected changes in regulatory requirements;

• tariffs and other trade barriers;

• political conditions, health epidemics, civil unrest or criminal activities within each country;

• the management and operation of an enterprise spread over various countries;

• the burden and administrative costs of complying with a wide variety of foreign laws and regulations;

• currency restrictions; and

• compliance with anti-bribery laws, including, without limitation, compliance with the Foreign Corrupt Practices Act (“FCPA”).

The above-listed and other inherent risks of international operations could materially adversely affect our business, financial condition and results of operations.

We sell our products through various channels of distribution that can be volatile, and failure to establish and maintain successful relationships with our channel partners could materially adversely affect our business, financial condition, or results of operations. In addition, bankruptcies or financial difficulties of our customers may impact our business.

We sell substantially all of our products through distributors, retailers, OEMs, and telephony service providers. Our existing relationships with these parties are not exclusive and can be terminated by either party without cause. These customers also sell or may sell products offered by our competitors. To the extent that our competitors offer these customers more favorable terms or more compelling products, such customers may decline to carry, de-emphasize, or discontinue carrying our products. In the future, we may not be able to retain or attract a sufficient number of qualified distributors, retailers, OEMs, and telephony service providers. Further, such customers may not recommend or may stop recommending our products. In the future, our OEMs or potential OEMs may elect to manufacture their own products that are similar to those we currently sell to them. The inability to establish or maintain successful relationships with distributors, OEMs, retailers and telephony service providers or to expand our distribution channels could materially adversely affect our business, financial condition, or results of operations. Finally, as a result of the global economic weakness we have experienced the bankruptcy of certain customers, and it is not possible to predict whether additional bankruptcies of our customers may occur.

As a result of the evolution of our consumer business, our customer mix is changing, and certain retailers, OEMs, and wireless carriers are more significant.  This reliance on certain large channel partners could increase the volatility of our revenues and earnings. In particular, we have several large customers whose order patterns are difficult to predict. Offers and promotions by these customers may result in significant fluctuations of their purchasing activities over time.  If we are unable to anticipate the purchase requirements of these customers, our revenues may be adversely affected, or we may be exposed to large volumes of inventory that cannot be immediately resold to other customers.

We are exposed to fluctuations in foreign currency exchange rates which may adversely affect our revenues, gross profit, and profitability.

Fluctuations in foreign currency exchange rates impact our revenues and profitability because we report our financial statements in U.S. Dollars, whereas a significant portion of our sales to customers are transacted in other currencies, particularly the Euro and the GBP. Furthermore, fluctuations in foreign currency rates impact our global pricing strategy resulting in our lowering or raising selling prices in one or more currencies in order to avoid disparity with USD prices and to respond to currency-driven competitive pricing actions. We also have significant manufacturing operations in Mexico and fluctuations in the Mexican Peso exchange rate can impact our gross profit and profitability. Currency exchange rates are volatile, and while we hedge our major exposures, changes in exchange rates in the future may still have a negative impact on our financial results. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments.

We hedge a portion of our Euro and GBP forecasted revenue exposures for the future 12 month period. In addition, we hedge a portion of our Peso forecasted cost of revenues. Although we have employed these hedging techniques to minimize these risks, we can offer no assurance that such strategies will be effective. If the Euro and GBP fall against the USD, our revenues, gross profit and profitability in the future could be negatively affected.

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We also have foreign currency forward contracts denominated in Euros, GBP and Australian Dollars which hedge against a portion of our foreign-currency denominated assets and liabilities. Our foreign currency forward contracts reduce, but do not eliminate, the impact of currency exchange rate movements. For example, we do not execute forward contracts in all currencies in which we conduct business.

Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and results of operations.

We have significant operations in various tax jurisdictions throughout the world, and a substantial portion of our taxable income has been generated historically in jurisdictions outside of the U.S. Currently, some of our operations are taxed at rates substantially lower than U.S. tax rates. If our income in these lower tax jurisdictions were no longer to qualify for these lower tax rates, the applicable tax laws were rescinded or changed, or the mix of our earnings shifts from lower rate jurisdictions to higher rate jurisdictions, our operating results could be materially adversely affected. If U.S. or other foreign tax authorities change applicable tax laws or successfully challenge the manner in which our profits are currently recognized, our overall taxes could increase, and our business, cash flow, financial condition, and results of operations could be materially adversely affected.

Our Board of Directors has authorized the repurchase of up to 7,000,000 shares of our common stock to enhance stockholder value which enhanced value may not be realized. Stock repurchases may not prove to be the best use of our cash resources and may require us to draw funds on our new credit agreement.

In May 2011, our Board of Directors authorized the repurchase of up to 7,000,000 shares of our outstanding common stock. On May 9, 2011, we entered into two separate Master Confirmation and Supplemental Confirmations with Goldman, Sachs & Co. (“Goldman”) pursuant to an accelerated share repurchase program (the “ASR Program”) under which we will repurchase shares of our common stock for an aggregate purchase price of $100 million, which was paid to Goldman in May 2011. To augment our financial flexibility to facilitate this share repurchase program, on May 9, 2011, we entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association which provides for a $100 million unsecured revolving credit facility. At the closing of the Credit Agreement and through the filing of this Form 10-K, we did not draw any funds under the facility as we used domestic cash on hand to make the payment to Goldman.

There can be no assurance of the following:

• the impact on our stock price as a result of the ASR Program; and

• when or if we will repurchase additional shares under the 7,000,000 share authorization or to make additional stock repurchases thereafter;

Also, we will require additional funds to repurchase shares over and above those in the ASR Program. If we do not generate further domestic cash flow from operations, to make our repurchases, we may be required to draw funds on the Credit Agreement at which time we would incur interest expense. The Credit Agreement contains affirmative and negative covenants with which we must comply. These restrictions apply regardless of whether any loans are outstanding and could adversely impact how we operate our business.

We are subject to environmental laws and regulations that expose us to a number of risks and could result in significant liabilities and costs.

There are multiple initiatives in several jurisdictions regarding the removal of certain potential environmentally sensitive materials from our products to comply with the European Union (“EU”) and other Directives on the Restrictions of the use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and on Waste Electrical and Electronic Equipment (“WEEE”).  In certain jurisdictions, the RoHS legislation was enacted as of July 1, 2006; however, other jurisdictions have delayed implementation. While we believe that we will have the resources and ability to fully meet the requirements of the RoHS and WEEE directives universally, if unusual occurrences arise or we are wrong in our assessment of what it will take to fully comply, there is a risk that we will not be able to comply with the legislation as passed by the EU member states or other global jurisdictions. If this were to happen, a material negative effect on our financial results may occur.

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We are subject to various federal, state, local, and foreign environmental laws and regulations on a global basis, including those governing the use, discharge, and disposal of hazardous substances in the ordinary course of our manufacturing process. Although we believe that our current manufacturing operations comply in all material respects with applicable environmental laws and regulations, it is possible that future environmental legislation may be enacted or current environmental legislation may be interpreted in any given country to create environmental liability with respect to our facilities, operations, or products.  To the extent that we incur claims for environmental matters exceeding reserves or insurance for environmental liability, our operating results could be negatively impacted.

We have intellectual property rights that could be infringed on by others, and we may infringe on the intellectual property rights of others. Even if we prevail, claims and lawsuits are costly and time consuming to pursue or defend and may divert management's time from our business.

Our success depends in part on our ability to protect our copyrights, patents, trademarks, trade dress, trade secrets, and other intellectual property, including our rights to certain domain names. We rely primarily on a combination of nondisclosure agreements and other contractual provisions as well as patent, trademark, trade secret, and copyright laws to protect our proprietary rights. Effective trademark, patent, copyright, and trade secret protection may not be available in every country in which our products and media properties are distributed to customers. The process of seeking intellectual property protection can be lengthy and expensive. Patents may not be issued in response to our applications, and any patents that may be issued may be invalidated, circumvented, or challenged by others. If we are required to enforce our intellectual property or other proprietary rights through litigation, the costs and diversion of management's attention could be substantial. In addition, the rights granted under any intellectual property may not provide us competitive advantages or be adequate to safeguard and maintain our proprietary rights. Moreover, the laws of certain countries do not protect our proprietary rights to the same extent as do the laws of the U.S. If we do not enforce and protect our intellectual property rights, it could materially adversely affect our business, financial condition, and results of operations.

Patents, copyrights, trademarks, and trade secrets are owned by individuals or entities that may make claims or commence litigation based on allegations of infringement or other violations of intellectual property rights. As we have grown, the intellectual property rights claims against us have increased. There has also been a general trend of increasing intellectual property assertion against corporations that make and sell products. Our products and technologies may be subject to certain third-party claims and, regardless of the merits of the claim, intellectual property claims are often time-consuming and expensive to litigate, settle, or otherwise resolve. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue the manufacture and distribution of products that are found to be in violation of another party's rights. We also may have to obtain, or renew on less favorable terms, licenses to manufacture and distribute our products, which may significantly increase our operating expenses. In addition, many of our agreements with our distributors and resellers require us to indemnify them for certain third-party intellectual property infringement claims. Discharging our indemnity obligations may involve time-consuming and expensive litigation and result in substantial settlements or damages awards, our products being enjoined, and the loss of a distribution channel or retail partner.

Our products are subject to various regulatory requirements, and changes in such regulatory requirements may adversely impact our gross margins as we comply with such changes or reduce our ability to generate revenues if we are unable to comply.

Our products must meet the requirements set by regulatory authorities in the numerous jurisdictions in which we sell them. For example, certain of our office and contact center products must meet certain standards to work with local phone systems. Certain of our wireless office and mobile products must work within existing frequency ranges permitted in various jurisdictions. As regulations and local laws change, we must modify our products to address those changes. Regulatory restrictions may increase the costs to design, manufacture, and sell our products, resulting in a decrease in our margins or a decrease in demand for our products if the costs are passed along. Compliance with regulatory restrictions may impact the technical quality and capabilities of our products reducing their marketability. If we do not comply with these regulations, our products might interfere with other devices that properly use the frequency ranges in which our products operate, and we may be responsible for the damages that our products cause. This could result in our having to alter the performance of our products and make payment of substantial monetary damages or penalties.

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We are exposed to potential lawsuits alleging defects in our products and/or other claims related to the use of our products.

The sales of our products expose us to the risk of product liability and hearing loss claims. These claims have in the past been, and are currently being, asserted against us. None of the previously resolved claims have materially affected our business, financial condition, or results of operations, nor do we believe that any of the pending claims will have such an effect. Although we maintain product liability insurance, the coverage provided under our policies could be unavailable or insufficient to cover the full amount of any such claim. Therefore, successful product liability or hearing loss claims brought against us could have a material adverse effect upon our business, financial condition, and results of operations.

Our mobile headsets are used with mobile telephones. There has been continuing public controversy over whether the radio frequency emissions from mobile phones are harmful to users of mobile phones. We believe that there is no conclusive proof of any health hazard from the use of mobile phones but research in this area is incomplete. We have tested our headsets through independent laboratories and have found that use of our corded headsets reduces radio frequency emissions at the user's head to virtually zero. Our Bluetooth and other wireless headsets emit significantly less powerful radio frequency emissions than mobile phones. However, if research establishes a health hazard from the use of mobile phones or public controversy grows even in the absence of conclusive research findings, there could be an adverse impact on the demand for mobile phones, which could reduce demand for headset products.  Likewise, should research establish a link between radio frequency emissions and wireless headsets and public concern in this area grows, demand for our wireless headsets could be reduced creating a material adverse effect on our financial results.

There is also continuing and increasing public controversy over the use of mobile phones by operators of motor vehicles. While we believe that our products enhance driver safety by permitting a motor vehicle operator to generally be able to keep both hands free to operate the vehicle, there is no certainty that this is the case, and we may be subject to claims arising from allegations that use of a mobile phone and headset contributed to a motor vehicle accident. We maintain product liability insurance and general liability insurance that we believe would cover any such claims; however, the coverage provided under our policies could be unavailable or insufficient to cover the full amount of any such claim. Therefore, successful product liability claims brought against us could have a material adverse effect upon our business, financial condition, and results of operations.

We have $14.7 million of goodwill and other intangible assets recorded on our balance sheet, and we have incurred significant impairment losses over the last two fiscal years recorded in discontinued operations.  If the carrying value of our goodwill or intangible assets is not recoverable, an impairment loss may be recognized, which would adversely affect our financial results.

As a result of past acquisitions, the Company has $14.7 million of goodwill and other intangible assets on the Condensed consolidated balance sheets as of June 30, 2011.  It is not possible at this time to determine if any future impairment charge would result or, if it does, whether such charge would be material related to these remaining assets. If such a charge is necessary, it may have a material adverse affect our financial results.

Our stock price may be volatile and the value of your investment in Plantronics stock could be diminished.

The market price for our common stock has been affected and may continue to be affected by a number of factors, including:

• uncertain economic conditions, including the length of the recovery from the domestic and global recession, inflationary pressures, and a potential decline in investor confidence in the market place;

• changes in our published forecasts of future results of operations;

• quarterly variations in our or our competitors' results of operations and changes in market share;

• the announcement of new products or product enhancements by us or our competitors;

• our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions;

• repurchases of our common shares under our repurchase plans, including our accelerated share repurchase program;

• our decision to declare dividends;

• the loss of services of one or more of our executive officers or other key employees;

• changes in earnings estimates or recommendations by securities analysts;

• developments in our industry;

• sales of substantial numbers of shares of our common stock in the public market;

• general economic, political, and market conditions, including market volatility; and

• other factors unrelated to our operating performance or the operating performance of our competitors.

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Our business could be materially adversely affected if we lose the benefit of the services of key personnel.

Our success depends to a large extent upon the services of a limited number of executive officers and other key employees. The unanticipated loss of the services of one or more of our executive officers or key employees could have a material adverse effect upon our business, financial condition, and results of operations.

We also believe that our future success will depend in large part upon our ability to attract and retain additional highly skilled technical, management, sales and marketing personnel. Competition for such personnel is intense. We may not be successful in attracting and retaining such personnel, and our failure to do so could have a material adverse effect on our business, operating results or financial condition.

We may still be subject to certain liabilities from our discontinued AEG business segment.

Under the terms of the Asset Purchase Agreement, dated October 2, 2009, a First Amendment to the Asset Purchase Agreement, dated November 30, 2009, a Side Letter to the Asset Purchase Agreement, dated January 8, 2010, and a second Side Letter to the Asset Purchase Agreement, dated February 15, 2010 (collectively, the “Purchase Agreement”), we retained certain assets and liabilities of Altec Lansing as of the closing date, December 1, 2009 and may be required to indemnify the Purchaser for certain losses they may incur.  If the Purchaser incurs certain losses, the Purchaser may make an indemnification claim and we may be required to pay certain expenses or reimburse Purchaser for losses they incur, which could harm our operating results.  In addition, our ability to defend ourselves may be impaired because most of our former AEG employees are employees of the Purchaser and our management may have to devote a substantial amount of time to resolving the claim, and, as we are no longer in the AEG business, we may not be able to readily offer products, service and intellectual property in settlement.  In addition, these indemnity claims may divert management attention from our continued business.  It may also be difficult to determine whether a claim from a third party stemmed from actions taken by us or the Purchaser and we may expend substantial resources trying to determine which party has responsibility for the claim.

We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, our management is required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements.

We have and will continue to consume management resources and incur significant expenses for Section 404 compliance on an ongoing basis. In the event that our chief executive officer, chief financial officer, or independent registered public accounting firm determines in the future that our internal control over financial reporting is not effective as defined under Section 404, investor perceptions may be adversely affected and could cause a decline in the market price of our stock.

War, terrorism, public health issues, natural disasters, or other business interruptions could disrupt supply, delivery, or demand of products, which could negatively affect our operations and performance.

War, terrorism, public health issues, or other business interruptions whether in the U.S. or abroad, have caused or could cause damage or disruption to international commerce by creating economic and political uncertainties that may have a strong negative impact on the global economy, our company, and our suppliers or customers.  Our major business operations are subject to interruption by earthquake, flood, volcanic eruptions or other natural disasters, fire, power shortages, terrorist attacks and other hostile acts, public health issues, flu or similar epidemics, and other events beyond our control.  Our corporate headquarters, information technology, manufacturing, certain research and development activities, and other critical business operations are located near major seismic faults or flood zones.  While we are partially insured for earthquake-related losses or floods, our operating results and financial condition could be materially affected in the event of a major earthquake or other natural or manmade disaster.

We have a limited number of suppliers based in Japan who appear to have been directly affected by the earthquake, tsunami and nuclear crisis that occurred in Japan in March 2011. While their impact on our business does not appear to be material at this time, if that were to change, our business could be adversely affected.

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Although it is impossible to predict the occurrences or consequences of any of the events described above, such events could significantly disrupt our operations.  In addition, should major public health issues arise, including pandemics, we could be negatively impacted by the need for more stringent employee travel restrictions, limitations in the availability of freight services, governmental actions limiting the movement of products between various regions, delays in production ramps of new products, and disruptions in the operations of our manufacturing vendors and component suppliers.  Our operating results and financial condition could be adversely affected by these events.

Provisions in our charter documents and Delaware law and our adoption of a stockholder rights plan may delay or prevent a third party from acquiring us, which could decrease the value of our stock.

Our Board of Directors has the authority to issue preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting and conversion rights, of those shares without any further vote or action by the stockholders. The issuance of our preferred stock could have the effect of making it more difficult for a third party to acquire us. In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which could also have the effect of delaying or preventing our acquisition by a third party. Further, certain provisions of our Certificate of Incorporation and bylaws could delay or make more difficult a merger, tender offer or proxy contest, which could adversely affect the market price of our common stock.

In 2002, our Board of Directors adopted a stockholder rights plan, pursuant to which we distributed one right for each outstanding share of common stock held by stockholders of record as of April 12, 2002. Because the rights may substantially dilute the stock ownership of a person or group attempting to take us over without the approval of our Board of Directors, the plan could make it more difficult for a third party to acquire us, or a significant percentage of our outstanding capital stock, without first negotiating with our Board of Directors regarding such acquisition.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The actual declaration of future dividends and the establishment of record and payment dates are subject to final determination by the Audit Committee of the Board of Directors of Plantronics each quarter after its review of our financial performance.

Share Repurchase Programs

The following table presents a month-to-month summary of the stock purchase activity in the first quarter of fiscal 2012:

	Total Number of Shares Purchased 1,2		Average Price Paid per Share 3		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs 1, 2	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 5
April 3, 2011 to April 30, 2011	210,000		$	35.17	210,000	390,900
May 1, 2011 to June 4, 2011	2,261,140	4	$	35.93	2,243,014	5,207,886
June 5, 2011 to July 2, 2011	—		$	—	—	5,207,886

1	On March 1, 2011, the Board of Directors authorized a new plan to repurchase 1,000,000 shares of common stock. During the three months ended June 30, 2011, we repurchased 270,000 shares of our common stock under this plan in the open market at a total cost of $9.5 million and an average purchase price of $35.34 per share. As of June 30, 2011, there were 390,900 remaining shares authorized for repurchase under this plan.
2	On May 3, 2011, the Board of Directors authorized the repurchase of up to 7,000,000 shares of our common stock through open market or privately negotiated transactions. In connection with the May 3, 2011 stock repurchase authorization, we entered into two separate Master Confirmation and Supplemental Confirmations with a third-party investment bank to repurchase $100 million of common stock through an accelerated share repurchase program (the "ASR Program"). Under the ASR Program, we paid $100 million and received 2,183,014 shares in the first quarter of fiscal 2012, representing the minimum number of shares expected to be received under the ASR Program. The actual number of shares we may receive under the terms of the ASR Program will not be known until its conclusion, which is expected to occur in the fourth quarter of fiscal 2012. Shares purchased pursuant to the ASR Program are presented under "Total Number of Shares Purchased" and "Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs" in the periods in which they were received. For additional information regarding our common stock repurchases, refer to Note 8, Common Stock Repurchases, of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
3	"Average Price Paid per Share" reflects open market repurchases of common stock only. The average purchase price of common stock purchased pursuant to the ASR Program will not be determinable until conclusion of the ASR Program.
4	Includes 18,126 shares that were tendered to us in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under our stock plans.
5	"Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs" reflects the remaining shares authorized for repurchase under the March 1, 2011 plan, as well as the May 3, 2011 7,000,000 share repurchase authorization, less the shares received under the ASR Program during the three months ended June 30, 2011.

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ITEM 6. EXHIBITS

We have filed the following documents as Exhibits to this Form 10-Q:

Exhibit Number		Incorporation by Reference				Filed Herewith
	Exhibit Description	Form	File No.	Exhibit	Filing Date
10.1	Accelerated Stock Buyback Master and Supplemental Confirmations dated May 9, 2011 by and between the Company and Goldman, Sachs & Co.					X
10.2	Collared Accelerated Stock Buyback Master and Supplemental Confirmations dated May 9, 2011 by and between the Company and Goldman, Sachs & Co.					X
31.1	Certification of the President and CEO Pursuant to Rule 13a-14(a)/15d-14(a).					X
31.2	Certification of Senior VP, Finance and Administration, and CFO Pursuant to Rule 13a-14(a)/15d-14(a).					X
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.					X
101.INS*	XBRL Instance Document					X
101.SCH*	XBRL Taxonomy Extension Schema Document					X
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document					X
101.DEF*	XBRL Taxonomy Definition Linkbase Document					X
*	In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PLANTRONICS, INC.
Date:	August 4, 2011	By:	/s/ Barbara V. Scherer
		Name:	Barbara V. Scherer
		Title:	Senior Vice President – Finance and Administration and Chief Financial Officer

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EX-10.1

GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000

Opening Transaction

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
A/C:	042434696
From:	Goldman, Sachs & Co.
Re:	Accelerated Stock Buyback
Ref. No:	As provided in the Supplemental Confirmation
Date:	May 9, 2011

*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

This master confirmation (this “Master Confirmation”), dated as of May 9, 2011 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and Plantronics, Inc., a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and GS&Co. as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “Agreement”) as if GS&Co. and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions, (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty and to GS&Co., with a “Threshold Amount” of USD 50 million, provided that (x) the words “, or becoming capable at such time of being declared,” shall be deleted from such Section 5(a)(vi) and (y) the following language shall be added to the end of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party's receipt of written notice of its failure to pay.”), (iv) the designation of the General Guarantee Agreement dated January 30, 2006 made by The Goldman Sachs Group, Inc. (“GS Group”) in favor of each person to whom GS&Co. may owe any Obligations (as defined in the General Guarantee Agreement) and filed as Exhibit 10.45 to GS Group's Form 10-K for the fiscal year ended November 25, 2005 and any successor guarantee by GS Group in favor of each person to whom GS&Co. may owe any Obligations (as defined in the General Guarantee Agreement) as a Credit Support Document under the Agreement and (v) the designation of GS Group as a Credit Support Provider in relation to GS&Co. under the Agreement.

The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between GS&Co. and Counterparty or any confirmation or other agreement between GS&Co. and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between GS&Co. and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which GS&Co. and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement. For purposes of the ISDA Master Agreement, Part 1(e) of the Schedule with respect to Automatic Early Termination shall not apply to either party.

All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation and each Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation.

If, in relation to any Transaction to which this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.

1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction.

General Terms:

Trade Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Buyer:    Counterparty

Seller:    GS&Co.

Shares:    Common stock, par value $0.01 per share, of Counterparty (Ticker: PLT)

Exchange:    New York Stock Exchange

Related Exchange(s):    All Exchanges in the United States on which the equity-linked securities of Counterparty or options or futures or other derivatives relating to the Shares are traded.

Prepayment\Variable

Obligation:    Applicable

Prepayment Amount:    For each Transaction, as set forth in the related Supplemental Confirmation.

Prepayment Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation:

VWAP Price:    For any Exchange Business Day, as determined by the Calculation Agent based on the New York 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any extensions thereof) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “PLT.N<Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent's reasonable discretion, erroneous, such VWAP Price shall be as reasonably determined by the Calculation Agent. For purposes of calculating the VWAP Price, the Calculation Agent will include only those trades that are reported during the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such trades, “Rule 10b-18 eligible transactions”).

Forward Price:    The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below.

Forward Price

Adjustment Amount:    For each Transaction, as set forth in the related Supplemental Confirmation.

Calculation Period:    The period from and including the Calculation Period Start Date to and including the Termination Date.

Calculation Period Start Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Termination Date:    The Scheduled Termination Date; provided that GS&Co. shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date (the “Accelerated Termination Date”) by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the designated Accelerated Termination Date.

Scheduled Termination Date:    For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below; provided, that in no event shall the Schedule Termination Date be postponed to a date later than the Final Termination Date set forth in the related Supplemental Confirmation, unless a longer postponement is appropriate in light of market liquidity or, upon advice of outside counsel, in light of regulatory considerations.

First Acceleration Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation Disruption:    The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the Scheduled Termination Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period; provided, that in no event shall the Scheduled Termination Date be postponed to a date later than the Final Termination Date set forth in the related Supplemental Confirmation, unless a longer postponement is appropriate in light of market liquidity or, upon advice of outside counsel, in light of regulatory considerations. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall reasonably determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the VWAP Price for the relevant Exchange Business Days during the Calculation Period or the Settlement Valuation Period (as defined in Annex A to this Master Agreement), as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Scheduled Trading Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full.

If a Disrupted Day occurs during the Calculation Period or the Settlement Valuation Period, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith estimate of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such other factors as it deems appropriate.

Settlement Terms:    

Settlement Procedures:    If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; provided that GS&Co. does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by GS&Co. to Counterparty under any Transaction. If the Number of Shares to be Delivered is negative, then the Counterparty Settlement Provisions in Annex A shall apply.

Number of Shares

to be Delivered:    A number of Shares equal to (x)(a) the Prepayment Amount divided by (b)(i) the Forward Price minus (ii) the Forward Price Adjustment Amount minus (y) the number of Initial Shares.

Excess Dividend Amount:    For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.

Settlement Date:    If the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle immediately following the Termination Date.

Settlement Currency:    USD

Initial Share Delivery:    GS&Co. shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

Initial Share Delivery Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Initial Shares:    For each Transaction, as set forth in the related Supplemental Confirmation.

Share Adjustments:

Potential Adjustment Event:    Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply.

It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation.

Extraordinary Dividend:    For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount.

Ordinary Dividend Amount:    For each Transaction, as set forth in the related Supplemental Confirmation

Method of Adjustment:    Calculation Agent Adjustment

Early Ordinary Dividend

Payment:    If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to the Scheduled Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in good faith and in a commercially reasonable manner is appropriate to account for the economic effect on the Transaction of such event (provided that no such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatility, stock loan rate or liquidity relevant to the Shares or the Transaction).

Scheduled Ex-Dividend

Dates:    For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation

Extraordinary Events:

Consequences of

Merger Events:    

(a)    Share-for-Share:        Modified Calculation Agent Adjustment

(b)    Share-for-Other:        Cancellation and Payment

(c)    Share-for-Combined:    Component Adjustment

Tender Offer:    Applicable; provided that (i) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “20%” and (ii) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line thereof with “whether or not such announcement” and (z) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (ii) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.”

Consequences of

Tender Offers:    

(a)    Share-for-Share:    Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

(b)     Share-for-Other:    Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

(a)    Share-for-Combined:    Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

Nationalization,

Insolvency or Delisting:    Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:    Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

Failure to Deliver:    Applicable

Insolvency Filing:    Applicable

Loss of Stock Borrow:    Applicable

Maximum Stock Loan Rate:    *** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Increased Cost of Stock Borrow:    Applicable

Initial Stock Loan Rate:    50 basis points per annum

Determining Party:    GS&Co. for all events

Hedging Party:    GS&Co. for all events

Additional Termination Event(s):    Subject to Sections 14 and 15 of this Master Confirmation, notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).

The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.

Relevant Dividend Period:    The period from and including the Calculation Period Start Date to and including the Relevant Dividend Period End Date.

Relevant Dividend Period

End Date:    If the Number of Shares to be Delivered is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date.

Non-Reliance/Agreements and

Acknowledgements Regarding

Hedging Activities/Additional

Acknowledgements:    Applicable

Transfer:    Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to an affiliate of GS&Co. whose obligations are guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty, provided that such guarantee is full and unconditional, in a form customarily used by The Goldman Sachs Group, Inc., and Counterparty receives prior notice of such assignment and a copy of such guarantee.

GS&Co. Payment Instructions:    *** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Counterparty's Contact Details

for Purpose of Giving Notice:    Plantronics, Inc

345 Encinal Street

Santa Cruz, CA 95060

Attention: Barbara V. Scherer

Sr. VP Finance and Administration & CFO

Telephone: +1-831-458-4434

Facsimile: +1-831-426-2965

Email: barbara.scherer@plantronics.com

With a copy to:

Attention: Richard R. Pickard

VP Legal, General Counsel & Secretary

Telephone: +1-831-458-7847

Facsimile: +1-831-426-2965

Email: rich.pickard@plantronics.com

GS&Co.'s Contact Details for

Purpose of Giving Notice:    Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

Attention: Serge Marquie, Equity Capital Markets

Telephone: 212-902-9779

Facsimile: 917-977-4253

Email: serge.marquie@gs.com

With a copy to:

Attention: Michael Voris, Equity Capital Markets

Equity Capital Markets

Telephone: +1-212-902-4895

Facsimile: +1-212-291-5027

Email: michael.voris@gs.com

And email notification to the following address:

Eq-derivs-notifications@am.ibd.gs.com

2. Calculation Agent.    GS&Co. All determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Calculation Agent hereunder, upon a prior written request (a “Calculation Information Request”) by the Counterparty, the Calculation Agent will provide to the Counterparty by email to the email address provided by the Counterparty in such Calculation Information Request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation, provided that in no event shall GS&Co. be required to provide (i) information that GS&Co. has an obligation to keep confidential or (ii) proprietary models.

3.Additional Mutual Representations, Warranties and Covenants of Each Party. In addition to the representations, warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that:

(a)Eligible Contract Participant. It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.

(b)Accredited Investor. Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (iii) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws.

4.Additional Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to GS&Co. that:

(a)    The purchase or writing of each Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.

(b)    It is not entering into any Transaction (i) on the basis of, and is not aware of, any material non-public information with respect to the Shares (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or (iii) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such security by others.

(c)    Each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of the Transactions to effect the Share buy-back program.

(d)    Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither GS&Co. nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of any Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity.

(e)    As of (i) the date hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f)    Counterparty shall report each Transaction as required under the Exchange Act and the rules and regulations thereunder.

(g)    The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) (other than activities excepted from Regulation M by reason of Rules 101(b) or (c) or 102(b), (c) or (d) under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to GS&Co. of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 5 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined below) and (ii) the Settlement Valuation Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and ending on the earlier of (i) the Scheduled Termination Date and (ii) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by GS&Co. and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below).

(h)    As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the Settlement Date for each Transaction, Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty's incorporation.

(i)    Counterparty is not and, after giving effect to any Transaction, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(j)    Counterparty has not and will not enter into agreements similar to the Transactions described herein where any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period, calculation period, relevant period or settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction overlaps with any Relevant Period or, if applicable, Settlement Valuation Period under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction to avoid any such overlap.

5. Regulatory Disruption. In the event that GS&Co. concludes, in its commercially reasonable discretion, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS&Co., provided that such requirements, policies or procedures are applied generally by GS&Co. in the relevant business), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, GS&Co. may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days.

6.10b5-1 Plan. Counterparty represents, warrants and covenants to GS&Co. that:

(a)    Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(b)    Counterparty will not seek to control or influence GS&Co.'s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.'s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1.

(c)    Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or the relevant Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

7. Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of GS&Co., directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through GS&Co or as provided in the relevant Supplemental Confirmation.

8.Special Provisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the Equity Definitions:

(a) Counterparty agrees that it:

(i)will not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the Settlement Valuation Period for any Transaction, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares;

(ii)shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify GS&Co. following any such announcement that such announcement has been made; and

(iii)shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide GS&Co. with written notice specifying (i) Counterparty's average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to GS&Co. that such information is true and correct. In addition, Counterparty shall promptly notify GS&Co. of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders to approve or disapprove such transaction. Counterparty acknowledges that any such notice may cause the terms of any Transaction to be adjusted or such Transaction to be terminated pursuant to the provisions set forth in this Master Confirmation; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 above.

(b)    GS&Co. in its sole discretion may (i) make adjustments to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Calculation Period and/or any Settlement Valuation Period (without duplication to any adjustments made pursuant to Modified Calculation Agent Adjustment) or (ii) treat the occurrence of such public announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated.

“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

9. Special Provisions for Acquisition Transaction Announcements. (a) If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (x)(b) of the definition thereof were replaced with “(b) the Forward Price.” If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement.

(b)    “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction or (iv) any other announcement that in the reasonable judgment of the Calculation Agent is reasonably likely to result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

(c)    “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “19.9%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 19.9% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

10. Acknowledgments. (a) The parties hereto intend for:

(i)each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;

(ii)the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;

(iii)a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and

(iv)all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code).

(b)     Counterparty acknowledges that:

(i)    during the term of any Transaction, GS&Co. and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction;

(ii)    GS&Co. and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers;

(iii)    GS&Co. shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price;

(iv)    any market activities of GS&Co. and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and

(v)    each Transaction is a derivatives transaction in which it has granted GS&Co. an option; GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction.

11. No Collateral. The parties hereto acknowledge that no Transaction hereunder is secured by any collateral that would otherwise secure the obligations of Counterparty herein or pursuant to the Agreement.

12.Set-off. (a) The parties agree to amend Section 6 of the Agreement by adding a new Section 6(f) thereto as follows:

“(f) Upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any Affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 6(f).

Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

(b)    Notwithstanding anything to the contrary in the foregoing, GS&Co. agrees not to set off or net amounts due from Counterparty with respect to any Transaction against amounts due from GS&Co. to Counterparty with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to GS&Co. rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty's bankruptcy.

13.Delivery of Shares. Notwithstanding anything to the contrary herein, GS&Co. may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date; provided, that in no event shall any delay in delivery be longer than thirty (30) Scheduled Trading Days later than the Original Delivery Date.

14.Early Termination. In the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may, no later than the Early Termination Date or the date on which such Transaction is terminated, elect to deliver or for GS&Co. to deliver, as the case may be, to the other party a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as reasonably determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and, if such delivery is made by GS&Co., the prices at which GS&Co. purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this Section 14); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date were the Early Termination Date and the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty.

15.Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement GS&Co. may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date selected by GS&Co as promptly as practicable.

16.Automatic Termination Provisions. Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will automatically occur without any notice or action by GS&Co. or Counterparty if the price of the Shares on the Exchange at any time falls below such Termination Price, and the Exchange Business Day that the price of the Shares on the Exchange at any time falls below the Termination Price will be the “Early Termination Date” for purposes of the Agreement.

17.Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount and any relevant Counterparty Additional Payment Amount, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity, as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the settlement of such Transactions).

18.Claim in Bankruptcy. GS&Co. acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty's bankruptcy.

19.General Obligations Law of New York. With respect to each Transaction, (i) this Master Confirmation, together with the related Supplemental Confirmation, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); and (ii) this Master Confirmation, together with the related Supplemental Confirmation, constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Master Confirmation and the related Supplemental Confirmation.

20.Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation and all matters arising in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).

21. Offices.

(a)    The Office of GS&Co. for each Transaction is: 200 West Street, New York, NY 10282-2198.    

(b)    The Office of Counterparty for each Transaction is: 345 Encinal Street, Santa Cruz, California 95060.

22. Arbitration. The Agreement, this Master Confirmation and each Supplemental Confirmation are subject to the following arbitration provisions:

(a)All parties to this Master Confirmation are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

(b)Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.

(c)The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(d)The arbitrators do not have to explain the reason(s) for their award.

(e)The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry, unless Counterparty is a member of the organization sponsoring the arbitration facility, in which case all arbitrators may be affiliated with the securities industry.

(f)The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

(g)The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Master Confirmation.

Counterparty agrees that any and all controversies that may arise between Counterparty and GS&Co., including, but not limited to, those arising out of or relating to the Agreement or any Transaction hereunder, shall be determined by arbitration conducted before the FINRA Dispute Resolution (“FINRA-DR”), or, if the FINRA-DR declines to hear the matter, before the American Arbitration Association, in accordance with their arbitration rules then in force. The award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) Counterparty is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Master Confirmation except to the extent stated herein.

23. Counterparts.    This Master Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83.

Yours faithfully,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

Agreed and Accepted By:

PLANTRONICS, INC.

By:    ________________________________

Name:

Title:

SCHEDULE A

SUPPLEMENTAL CONFIRMATION

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
From:	Goldman, Sachs & Co.
Subject:	Accelerated Stock Buyback
Ref. No:	[Insert Reference No.]
Date:	[Insert Date]

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Plantronics, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.    This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of [Insert Date] (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.    The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	[ ]
Forward Price Adjustment Amount:	USD [    ]
Calculation Period Start Date:	[ ]
Scheduled Termination Date:	[ ]
Final Termination Date:	[ ]
First Acceleration Date:	[ ]
Prepayment Amount:	USD [ ]
Prepayment Date:	[ ]
Initial Shares:	[ ] Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that GS&Co. is able to so borrow or otherwise acquire.
Initial Share Delivery Date:	[ ]
Ordinary Dividend Amount:	For any calendar quarter, USD [ ]
Scheduled Ex-Dividend Dates:	[         ]
Termination Price:	USD [ ] per Share
Additional Relevant Days:	The [ ] Exchange Business Days immediately following the Calculation Period.

3.    [Notwithstanding Section 7 of the Master Confirmation, Counterparty may purchase shares as provided in paragraph 3 of the Supplement Confirmation dated as of the date hereof to the Master Confirmation dated as of [ ] (Ref. No. [ ]) between GS&Co. and Counterparty.]¹ 

4.    [Notwithstanding Section 4(j) of the Master Confirmation, Counterparty may enter into the transaction evidenced by the Master Confirmation dated as of [ ] (Ref. No. [ ]) between GS&Co. and Counterparty, as supplemented by the Supplemental Confirmation dated as of [ ].]² 

5.    Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.

6.    This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

¹ This provision only applies to the first Transaction under the Master Confirmation.

² This provision only applies to the first Transaction under the Master Confirmation.

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

Agreed and Accepted By:

PLANTRONICS, INC.

By:    ________________________________

Name:

Title:

ANNEX A

COUNTERPARTY SETTLEMENT PROVISIONS

1.    The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation:

Settlement Currency:    USD

Settlement Method Election:    Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of its election that, as of such date, the Electing Party is not aware of any material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

Electing Party:    Counterparty

Settlement Method

Election Date:    The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.

Default Settlement Method:    Cash Settlement

Forward Cash Settlement

Amount:    The Number of Shares to be Delivered multiplied by the Settlement Price.

Settlement Price:    The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.

Settlement Valuation Period:    A number of Scheduled Trading Days selected by GS&Co. in its reasonable discretion, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.

Cash Settlement:    If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.

Cash Settlement

Payment Date:    The date one Settlement Cycle following the last day of the Settlement Valuation Period.

Net Share Settlement

Procedures:    If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

2.    Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement Shares”), in either case with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares' value based on the value thereof to GS&Co. (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable illiquidity discount), in each case as reasonably determined by the Calculation Agent.

3.    Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if:

(a)    a registration statement covering public resale of the Registered Settlement Shares by GS&Co. (the “Registration Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”) shall have been delivered to GS&Co., in such quantities as GS&Co. shall reasonably have requested, on or prior to the date of delivery;

(b)    the form and content of the Registration Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be satisfactory to GS&Co.;

(c)    as of or prior to the date of delivery, GS&Co. and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten follow-on offerings of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty and the results of such investigation are satisfactory to GS&Co., in its discretion; and

(d)    as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with GS&Co. in connection with the public resale of the Registered Settlement Shares by GS&Co. substantially similar to underwriting agreements customary for underwritten follow-on offerings of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty, in form and substance reasonably satisfactory to GS&Co., which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants' comfort letters and lawyers' negative assurance letters.

4.    If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above:

(a)    all Unregistered Settlement Shares shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof;

(b)    as of or prior to the date of delivery, GS&Co. and any potential purchaser of any such shares from GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified by GS&Co. shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);

(c)    as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty, in form and substance commercially reasonably satisfactory to GS&Co., which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants' comfort letters and lawyers' negative assurance letters, and shall provide for the payment by Counterparty of all customary fees and expenses in connection with such resale, including all fees and expenses of counsel for GS&Co., and shall contain appropriate representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

(d)    in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate), Counterparty shall, if so requested by GS&Co., prepare, in cooperation with GS&Co., a private placement memorandum in form and substance reasonably satisfactory to GS&Co.

5.    GS&Co., itself or through an affiliate (the “Selling Agent”) or any underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to GS&Co. pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by GS&Co., is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation, underwriting or placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without limitation to, the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, GS&Co. will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, GS&Co. shall return to Counterparty on that date such unsold Shares.

6.    If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of theForward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of theForward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., through the Selling Agent, a notice of Counterparty's election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day that is one (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to GS&Co. additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by GS&Co. in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of theForward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to GS&Co. further Makewhole Shares until such Shortfall has been reduced to zero.

7.    Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master Confirmation (the result of such calculation, the “Capped Number”). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula:

A - B

Where    A = the number of authorized but unissued shares of the Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and

B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised.

“Reserved Shares” means initially, 2,727,025 Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

For the avoidance of doubt, if Counterparty validly elects to deliver Shares in respect of any Transaction and the number so delivered is reduced as a result of this paragraph 7, Counterparty will not be required to deliver cash or any other property in lieu of such Shares not delivered.

SUPPLEMENTAL CONFIRMATION

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
From:	Goldman, Sachs & Co.
Subject:	Accelerated Stock Buyback
Ref. No:	Sdb4164979031
Date:	May 9, 2011

*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Plantronics, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.    This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of May 9, 2011 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.    The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	May 9, 2011
Forward Price Adjustment Amount:	*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Calculation Period Start Date:	May 9, 2011
Scheduled Termination Date:	January 9, 2012
Final Termination Date:	April 9, 2012
First Acceleration Date:	*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Prepayment Amount:	USD 50,000,000
Prepayment Date:	May 18, August 17, November 16
Initial Shares:	954,459 Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that GS&Co. is able to so borrow or otherwise acquire.
Initial Share Delivery Date:	May 23, 2011
Ordinary Dividend Amount:	For any calendar quarter, USD 0.05
Scheduled Ex-Dividend Dates:	May 18, 2017
Termination Price:	*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Additional Relevant Days:	The five (5) Exchange Business Days immediately following the Calculation Period.

3.    Notwithstanding Section 7 of the Master Confirmation, Counterparty may purchase shares as provided in paragraph 3 of the Supplement Confirmation dated as of the date hereof to the Master Confirmation dated as of May 9, 2011 (Ref. No. Sdb4164978460) between GS&Co. and Counterparty.

4.    Notwithstanding Section 4(j) of the Master Confirmation, Counterparty may enter into the transaction evidenced by the Master Confirmation dated as of May 9, 2011 (Ref. No. Sdb4164978460) between GS&Co. and Counterparty, as supplemented by the Supplemental Confirmation dated as of May 9, 2011.

5.    Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.

6.    This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

Agreed and Accepted By:

PLANTRONICS, INC.

By:    ________________________________

Name:

Title:

EX-10.2

GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000

Opening Transaction

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
A/C:	042434696
From:	Goldman, Sachs & Co.
Re:	Collared Accelerated Stock Buyback
Ref. No:	As provided in the Supplemental Confirmation
Date:	May 9, 2011

*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

This master confirmation (this “Master Confirmation”), dated as of May 9, 2011 is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and Plantronics, Inc., a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in (i) a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation and (ii) a Trade Notification in the form of Schedule B hereto (a “Trade Notification”), which shall reference the relevant Supplemental Confirmation and supplement, form a part of, and be subject to such Supplemental Confirmation. This Master Confirmation, each Supplemental Confirmation and the related Trade Notification together shall constitute a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation, each Supplemental Confirmation and the related Trade Notification evidence a complete binding agreement between Counterparty and GS&Co. as to the subject matter and terms of each Transaction to which this Master Confirmation, such Supplemental Confirmation and Trade Notification relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

This Master Confirmation, each Supplemental Confirmation and each Trade Notification supplement, form a part of, and are subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “Agreement”) as if GS&Co. and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions, (iii) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty and to GS&Co., with a “Threshold Amount” of USD 50 million, provided that (x) the words “, or becoming capable at such time of being declared,” shall be deleted from such Section 5(a)(vi) and (y) the following language shall be added to the end of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party's receipt of written notice of its failure to pay.”), (iv) the designation of the General Guarantee Agreement dated January 30, 2006 made by The Goldman Sachs Group, Inc. (“GS Group”) in favor of each person to whom GS&Co. may owe any Obligations (as defined in the General Guarantee Agreement) and filed as Exhibit 10.45 to GS Group's Form 10-K for the fiscal year ended November 25, 2005 and any successor guarantee by GS Group in favor of each person to whom GS&Co. may owe any Obligations (as defined in the General Guarantee Agreement) as a Credit Support Document under the Agreement and (v) the designation of GS Group as a Credit Support Provider in relation to GS&Co. under the Agreement.

The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between GS&Co. and Counterparty or any confirmation or other agreement between GS&Co. and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between GS&Co. and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which GS&Co. and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement. For purposes of the ISDA Master Agreement, Part 1(e) of the Schedule with respect to Automatic Early Termination shall not apply to either party.

All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation, each Supplemental Confirmation and each Trade Notification except as expressly modified herein or in the related Supplemental Confirmation.

If, in relation to any Transaction to which this Master Confirmation, a Supplemental Confirmation and a Trade Notification relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation, any Trade Notification and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Trade Notification, (ii) such Supplemental Confirmation; (iii) this Master Confirmation; (iv) the Agreement; and (v) the Equity Definitions.

1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation and Trade Notification relating to any Transaction, shall govern such Transaction.

General Terms:

Trade Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Buyer:    Counterparty

Seller:    GS&Co.

Shares:    Common stock, par value $0.01 per share, of Counterparty (Ticker: PLT)

Exchange:    New York Stock Exchange

Related Exchange(s):    All Exchanges in the United States on which the equity-linked securities of Counterparty or options or futures or other derivatives relating to the Shares are traded.

Prepayment\Variable

Obligation:    Applicable

Prepayment Amount:    For each Transaction, as set forth in the related Supplemental Confirmation.

Prepayment Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation:

Hedge Period:    The period from and including the Trade Date to and including the Hedge Completion Date.

Hedge Completion Date:    For each Transaction, as set forth in the related Trade Notification, as determined by GS&Co. in its sole discretion, but in no event later than the Hedge Period End Date.

Hedge Period End Date:    For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.

Hedge Period Reference

Price:    For each Transaction, as set forth in the related Trade Notification, to be the average of the VWAP Prices for the Exchange Business Days in the Hedge Period, subject to “Valuation Disruption” below.

VWAP Price:    For any Exchange Business Day, as determined by the Calculation Agent based on the New York 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any extensions thereof) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “PLT.N<Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent's reasonable discretion, erroneous, such VWAP Price shall be as reasonably determined by the Calculation Agent. For purposes of calculating the VWAP Price, the Calculation Agent will include only those trades that are reported during the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such trades, “Rule 10b-18 eligible transactions”).

Forward Price:    The average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below.

Forward Price

Adjustment Amount:    For each Transaction, as set forth in the related Supplemental Confirmation.

Calculation Period:    The period from and including the Calculation Period Start Date to and including the Termination Date.

Calculation Period Start Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Termination Date:    The Scheduled Termination Date; provided that GS&Co. shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date (the “Accelerated Termination Date”) by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the designated Accelerated Termination Date.

Scheduled Termination Date:    For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below; provided, that in no event shall the Schedule Termination Date be postponed to a date later than the Final Termination Date set forth in the related Supplemental Confirmation, unless a longer postponement is appropriate in light of market liquidity or, upon advice of outside counsel, in light of regulatory considerations.

First Acceleration Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Valuation Disruption:    The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Scheduled Trading Day during the Hedge Period, Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs (i) in the Hedge Period or the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone either or both of the Hedge Period End Date and/or the Scheduled Termination Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period; provided, that in no event shall the Scheduled Termination Date be postponed to a date later than the Final Termination Date set forth in the related Supplemental Confirmation, unless a longer postponement is appropriate in light of market liquidity or, upon advice of outside counsel, in light of regulatory considerations. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation Agent shall reasonably determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Hedge Period Reference Price, the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the VWAP Price for the relevant Exchange Business Days during the Hedge Period, the Calculation Period or the Settlement Valuation Period (as defined in Annex A to this Master Agreement), as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Hedge Period Reference Price, the Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Scheduled Trading Day on which the Exchange is scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full.

If a Disrupted Day occurs during the Hedge Period, the Calculation Period or the Settlement Valuation Period, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith estimate of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such other factors as it deems appropriate.

Settlement Terms:    

Physical Settlement:    Applicable; provided that GS&Co. does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by GS&Co. to Counterparty under any Transaction.

Number of Shares

to be Delivered:    A number of Shares equal to (a) the Prepayment Amount divided by (b)(i) the Forward Price minus (ii) the Forward Price Adjustment Amount; provided that the Number of Shares to be Delivered shall not be less than the Minimum Shares and not greater than the Maximum Shares. The Number of Shares to be Delivered on the Settlement Date shall be reduced, but not below zero, by any Shares delivered pursuant to the Initial Share Delivery and the Minimum Share Delivery described below, subject to the provisions of Section 9 of this Master Confirmation. Notwithstanding Section 9.2 of the Equity Definitions, the Number of Shares to be Delivered shall be rounded down to the nearest whole number of Shares and no Fractional Share Amounts shall be delivered.

Excess Dividend Amount:    For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.

Settlement Date:    The date that is one Settlement Cycle immediately following the Termination Date.

Settlement Currency:    USD

Initial Share Delivery:    GS&Co. shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.

Initial Share Delivery Date:    For each Transaction, as set forth in the related Supplemental Confirmation.

Initial Shares:    For each Transaction, as set forth in the related Supplemental Confirmation.

Minimum Share Delivery:    GS&Co. shall deliver a number of Shares equal to the excess, if any, of the Minimum Shares over the Initial Shares on the Minimum Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Minimum Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.    

Minimum Share Delivery

Date:    The date one Settlement Cycle immediately following the Hedge Completion Date.

Minimum Shares:    For each Transaction, as set forth in the related Supplemental Confirmation.

Maximum Shares:    For each Transaction, as set forth in the related Supplemental Confirmation.

Share Adjustments:

Potential Adjustment Event:    Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, the declaration and payment by the Counterparty of any Ordinary Dividend Amount shall not constitute a Potential Adjustment Event under this Master Confirmation. The parties agree that open market Share repurchases at prevailing market prices, repurchases of Shares by Counterparty pursuant to the Counterparty's stock repurchase plans or accelerated share repurchases including any Transactions, forward contracts or similar transactions on customary terms (including without limitation any discount to average VWAP prices) shall not be considered Potential Adjustment Events. For the avoidance of doubt, the parties acknowledge that (i) repurchases of Shares by Counterparty that constitute a Tender Offer will give rise to the consequences described opposite “Consequences of Tender Offers” below and (ii) if any repurchases of Shares by Counterparty give rise to a postponement of the Scheduled Termination Date for any Transaction pursuant to “Valuation Disruption” above, the consequences described in the immediately succeeding paragraph shall apply.

It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above or if any postponement of the Scheduled Termination Date is limited by the proviso to the definition of “Schedule Termination Date” above or the proviso in the third paragraph of “Valuation Disruption” above, in which case the Calculation Agent may, in its commercially reasonable discretion, adjust any relevant terms of any such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction (from GS&Co.'s side of the market) prior to such postponement or limitation.

Extraordinary Dividend:    For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions) (a “Dividend”) the amount or value of which (as reasonably determined by the Calculation Agent), when aggregated with the amount or value (as reasonably determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount.

Ordinary Dividend Amount:    For each Transaction, as set forth in the related Supplemental Confirmation

Method of Adjustment:    Calculation Agent Adjustment

Early Ordinary Dividend

Payment:    If an ex-dividend date for any Dividend that is not an Extraordinary Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Period (as defined below) and is prior to the Scheduled Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in good faith and in a commercially reasonable manner is appropriate to account for the economic effect on the Transaction of such event (provided that no such adjustment shall be made pursuant to this adjustment provision to account solely for changes in volatility, stock loan rate or liquidity relevant to the Shares or the Transaction).

Scheduled Ex-Dividend

Dates:    For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation

Extraordinary Events:

Consequences of

Merger Events:    

(a)    Share-for-Share:        Modified Calculation Agent Adjustment

(b)    Share-for-Other:        Cancellation and Payment

(c)    Share-for-Combined:    Component Adjustment

Tender Offer:    Applicable; provided that (i) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “20%” and (ii) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line thereof with “whether or not such announcement” and (z) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” and (ii) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.”

Consequences of

Tender Offers:    

(a)    Share-for-Share:    Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

(b)    Share-for-Other:    Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

(c)    Share-for-Combined:    Modified Calculation Agent Adjustment or Cancellation and Payment, at the election of GS&Co.

Nationalization,

Insolvency or Delisting:    Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:    Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii)

by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.

Failure to Deliver:    Applicable

Insolvency Filing:    Applicable

Loss of Stock Borrow:    Applicable

Maximum Stock Loan Rate:    *** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Increased Cost of Stock Borrow:    Applicable

Initial Stock Loan Rate:    50 basis points per annum

Determining Party:    GS&Co. for all events

Hedging Party:    GS&Co. for all events

Additional Termination Event(s):    Subject to Sections 14 and 15 of this Master Confirmation, notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).

The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.

Relevant Dividend Period:    The period from and including the first day of the Hedge Period to and including the Relevant Dividend Period End Date.

Relevant Dividend Period

End Date:    If Annex A applies, the last day of the Settlement Valuation Period; otherwise, the Termination Date.

Non-Reliance/Agreements and

Acknowledgements Regarding

Hedging Activities/Additional

Acknowledgements:    Applicable

Transfer:    Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to an affiliate of GS&Co. whose obligations are guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty, provided that such guarantee is full and unconditional, in a form customarily used by The Goldman Sachs Group, Inc., and Counterparty receives prior notice of such assignment and a copy of such guarantee.

GS&Co. Payment Instructions:    *** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Counterparty's Contact Details

for Purpose of Giving Notice:    Plantronics, Inc

345 Encinal Street

Santa Cruz, CA 95060

Attention: Barbara V. Scherer

Sr. VP Finance and Administration & CFO

Telephone: +1-831-458-4434

Facsimile: +1-831-426-2965

Email: barbara.scherer@plantronics.com

With a copy to:

Attention: Richard R. Pickard

VP Legal, General Counsel & Secretary

Telephone: +1-831-458-7847

Facsimile: +1-831-426-2965

Email: rich.pickard@plantronics.com

GS&Co.'s Contact Details for

Purpose of Giving Notice:    Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

Attention: Serge Marquie, Equity Capital Markets

Telephone: 212-902-9779

Facsimile: 917-977-4253

Email: serge.marquie@gs.com

With a copy to:

Attention: Michael Voris, Equity Capital Markets

Equity Capital Markets

Telephone: +1-212-902-4895

Facsimile: +1-212-291-5027

Email: michael.voris@gs.com

And email notification to the following address:

Eq-derivs-notifications@am.ibd.gs.com

2. Calculation Agent.    GS&Co. All determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Calculation Agent hereunder, upon a prior written request (a “Calculation Information Request”) by the Counterparty, the Calculation Agent will provide to the Counterparty by email to the email address provided by the Counterparty in such Calculation Information Request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in

reasonable detail the basis for such calculation, provided that in no event shall GS&Co. be required to provide (i) information that GS&Co. has an obligation to keep confidential or (ii) proprietary models.

3.Additional Mutual Representations, Warranties and Covenants of Each Party. In addition to the representations, warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that:

(a)Eligible Contract Participant. It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.

(b)Accredited Investor. Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (iii) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws.

4.Additional Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to GS&Co. that:

(a)    The purchase or writing of each Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.

(b)    It is not entering into any Transaction (i) on the basis of, and is not aware of, any material non-public information with respect to the Shares (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or (iii) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such security by others.

(c)    Each Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved the use of the Transactions to effect the Share buy-back program.

(d)    Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither GS&Co. nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of any Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity.

(e)    As of (i) the date hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f)    Counterparty shall report each Transaction as required under the Exchange Act and the rules and regulations thereunder.

(g)    The Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) (other than activities excepted from Regulation M by reason of Rules 101(b) or (c) or 102(b), (c) or (d) under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty has provided written notice to GS&Co. of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 5 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined below) and (ii) the Settlement Valuation Period, if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the first day of the Hedge Period for such Transaction and ending on the earlier of (i) the Scheduled Termination Date and (ii) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by GS&Co. and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below).

(h)    As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date, the Minimum Share Delivery Date and the Settlement Date for each Transaction, Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty's incorporation.

(i)    Counterparty is not and, after giving effect to any Transaction, will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(j)    Counterparty has not and will not enter into agreements similar to the Transactions described herein where any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time (including as a result of extensions in such initial hedge period, calculation period, relevant period or settlement valuation period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction overlaps with any Relevant Period or, if applicable, Settlement Valuation Period under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall promptly amend such transaction to avoid any such overlap.

5. Regulatory Disruption. In the event that GS&Co. concludes, in its commercially reasonable discretion, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS&Co., provided that such requirements, policies or procedures are applied generally by GS&Co. in the relevant business), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Hedge Period, the Calculation Period or, if applicable, the Settlement Valuation Period, GS&Co. may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days.

6.10b5-1 Plan. Counterparty represents, warrants and covenants to GS&Co. that:

(a)    Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

(b)    Counterparty will not seek to control or influence GS&Co.'s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.'s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation, each Supplemental Confirmation and each Trade Notification under Rule 10b5-1.

(c)    Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation, the relevant Supplemental Confirmation or Trade Notification must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

7. Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of GS&Co., directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through GS&Co or as provided in the relevant Supplemental Confirmation.

8.Special Provisions for Merger Transactions. Notwithstanding anything to the contrary herein or in the Equity Definitions:

(a) Counterparty agrees that it:

(i)will not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the Settlement Valuation Period for any Transaction, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares;

(ii)shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify GS&Co. following any such announcement that such announcement has been made; and

(iii)shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide GS&Co. with written notice specifying (i) Counterparty's average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to GS&Co. that such information is true and correct. In addition, Counterparty shall promptly notify GS&Co. of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders to approve or disapprove such transaction. Counterparty acknowledges that any such notice may cause the terms of any Transaction to be adjusted or such Transaction to be terminated pursuant to the provisions set forth in this Master Confirmation; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 above.

(b)    GS&Co. in its sole discretion may (i) make adjustments to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Hedge Period, the Calculation Period and/or any Settlement Valuation Period (without duplication to any adjustments made pursuant to Modified Calculation Agent Adjustment) or (ii) treat the occurrence of such public announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated.

“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

9. Special Provisions for Acquisition Transaction Announcements. (a) If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if the words “less than the Minimum Shares and not” and “, but not below zero,” were deleted from the definition thereof. If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement. If the Number of Shares to be Delivered for any settlement of any Transaction is a negative number, then the terms of the Counterparty Settlement Provisions in Annex A shall apply.

(b)    “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction or (iv) any other announcement that in the reasonable judgment of the Calculation Agent is reasonably likely to result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.

(c)    “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “19.9%” and to “50%” by “75%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 19.9% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

10. Acknowledgments. (a) The parties hereto intend for:

(i)each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;

(ii)the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the Bankruptcy Code;

(iii)a party's right to liquidate, terminate or accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and

(iv)all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code).

(b)     Counterparty acknowledges that:

(i)    during the term of any Transaction, GS&Co. and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction;

(ii)    GS&Co. and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers;

(iii)    GS&Co. shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty's securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price;

(iv)    any market activities of GS&Co. and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and

(v)    each Transaction is a derivatives transaction in which it has granted GS&Co. an option; GS&Co. may purchase shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction.

11. No Collateral. The parties hereto acknowledge that no Transaction hereunder is secured by any collateral that would otherwise secure the obligations of Counterparty herein or pursuant to the Agreement.

12.Set-off. (a) The parties agree to amend Section 6 of the Agreement by adding a new Section 6(f) thereto as follows:

“(f) Upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any Affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 6(f).

Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such

currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

(b)    Notwithstanding anything to the contrary in the foregoing, GS&Co. agrees not to set off or net amounts due from Counterparty with respect to any Transaction against amounts due from GS&Co. to Counterparty with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to GS&Co. rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty's bankruptcy.

13.Delivery of Shares. Notwithstanding anything to the contrary herein, GS&Co. may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date; provided, that in no event shall any delay in delivery be longer than thirty (30) Scheduled Trading Days later than the Original Delivery Date.

14.Early Termination. In the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may, no later than the Early Termination Date or the date on which such Transaction is terminated, elect to deliver or for GS&Co. to deliver, as the case may be, to the other party a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as reasonably determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and, if such delivery is made by GS&Co., the prices at which GS&Co. purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this Section 14); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date were the Early Termination Date and the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty.

15.Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement GS&Co. may (but need not) determine losses without reference to actual losses incurred but based on expected losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any hedge or related trading position in a commercially reasonable manner prior to or sooner following the designation of an Early Termination Date. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date selected by GS&Co as promptly as practicable.

16.Special Provisions for Counterparty Payments. The parties hereby agree that, notwithstanding anything to the contrary herein or in the Agreement, in the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to GS&Co. an amount calculated under Section 6(e) of the Agreement, such amount shall be deemed to be zero; provided that following an Acquisition Transaction Announcement, this Section 16 shall cease to apply.

17.Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount and any relevant Counterparty Additional Payment Amount, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40,

Derivatives and Hedging - Contracts in Entity's Own Equity, as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the settlement of such Transactions).

18.Claim in Bankruptcy. GS&Co. acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty's bankruptcy.

19.General Obligations Law of New York. With respect to each Transaction, (i) this Master Confirmation, together with the related Supplemental Confirmation, as supplemented by the related Trade Notification, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); (ii) such Trade Notification constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (iii) this Master Confirmation, together with the related Supplemental Confirmation, constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Master Confirmation and the related Supplemental Confirmation, as supplemented by the Trade Notification.

20.Governing Law. The Agreement, this Master Confirmation, each Supplemental Confirmation, each Trade Notification and all matters arising in connection with the Agreement, this Master Confirmation, each Supplemental Confirmation and each Trade Notification shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).

21. Offices.

(a)    The Office of GS&Co. for each Transaction is: 200 West Street, New York, NY 10282-2198.    

(b)    The Office of Counterparty for each Transaction is: 345 Encinal Street, Santa Cruz, California 95060.

22. Arbitration. The Agreement, this Master Confirmation, each Supplemental Confirmation and each Trade Notification are subject to the following arbitration provisions:

(a)All parties to this Master Confirmation are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

(b)Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.

(c)The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(d)The arbitrators do not have to explain the reason(s) for their award.

(e)The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry, unless Counterparty is a member of the organization sponsoring the arbitration facility, in which case all arbitrators may be affiliated with the securities industry.

(f)The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

(g)The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Master Confirmation.

Counterparty agrees that any and all controversies that may arise between Counterparty and GS&Co., including, but not limited to, those arising out of or relating to the Agreement or any Transaction hereunder, shall be determined by arbitration conducted before the FINRA Dispute Resolution (“FINRA-DR”), or, if the FINRA-DR declines to hear the matter, before the American Arbitration Association, in accordance with their arbitration rules then in force. The award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative

class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) Counterparty is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Master Confirmation except to the extent stated herein.

23. Counterparts.    This Master Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83.

Yours faithfully,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

Agreed and Accepted By:

PLANTRONICS, INC.

By:    ________________________________

Name:

Title:

SCHEDULE A

SUPPLEMENTAL CONFIRMATION

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
From:	Goldman, Sachs & Co.
Subject:	Collared Accelerated Stock Buyback
Ref. No:	[Insert Reference No.]
Date:	[Insert Date]

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Plantronics, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.    This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of [Insert Date] (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.    The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	[ ]
Forward Price Adjustment Amount:	USD [    ]
Hedge Period End Date:	[ ]
Calculation Period Start Date:	[ ]
Scheduled Termination Date:	[ ]
Final Termination Date:	[ ]
First Acceleration Date:	[ ]
Prepayment Amount:	USD [ ]
Prepayment Date:	[ ]
Initial Shares:	[ ] Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that GS&Co. is able to so borrow or otherwise acquire.
Initial Share Delivery Date:	[ ]
Minimum Shares:	As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount dividedby (b) [   ]% of the Hedge Period Reference Price.
Maximum Shares:	As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount dividedby (b) [   ]% of the Hedge Period Reference Price.
Ordinary Dividend Amount:	For any calendar quarter, USD [ ]
Scheduled Ex-Dividend Dates:	[         ]
Additional Relevant Days:	The [ ] Exchange Business Days immediately following the Calculation Period.

3.    [Notwithstanding Section 7 of the Master Confirmation, on any Exchange Business Day following the First Acceleration Date that is not an Additional Relevant Day in the Relevant Period, if the opening sale price per Share on the Exchange on such Exchange Business Day is less than [ ], then Counterparty may purchase up to [ ]% of the ADTV (as defined in Rule 10b-18) for the Shares in the open market on such Exchange Business Day through GS&Co. as Counterparty's agent pursuant to customary open market agency repurchase documentation reasonably acceptable to both parties.]¹ 

4.    [Notwithstanding Section 4(j) of the Master Confirmation, Counterparty may enter into the transaction evidenced by the Master Confirmation dated as of [ ] (Ref. No. [ ]) between GS&Co. and Counterparty, as supplemented by the Supplemental Confirmation dated as of [ ].]² 

5.    Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.

6.    This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

¹ This provision only applies to the first Transaction under the Master Confirmation.

² This provision only applies to the first Transaction under the Master Confirmation.

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

Agreed and Accepted By:

PLANTRONICS, INC.

By:    ________________________________

Name:

Title:

SCHEDULE B

TRADE NOTIFICATION

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
From:	Goldman, Sachs & Co.
Subject:	Collared Accelerated Stock Buyback
Ref. No:	[Insert Reference No.]
Date:	[Insert Date]

The purpose of this Trade Notification is to notify you of certain terms in the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) andPlantronics, Inc. (“Counterparty”) (together, the “Contracting Parties”) bearing the trade reference number set forth above.

This Trade Notification supplements, forms part of, and is subject to the Supplemental Confirmation dated as of [Insert Date of Supplemental Confirmation] (the “Supplemental Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. The Supplemental Confirmation is subject to the Master Confirmation dated as of [Insert Date of Master Confirmation] (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time.

Hedge Completion Date:	[ ]
Hedge Period Reference Price:	USD [ ]
Minimum Shares:	[ ]
Maximum Shares:	[ ]

Yours sincerely,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

ANNEX A

COUNTERPARTY SETTLEMENT PROVISIONS

1.    The following Counterparty Settlement Provisions shall apply to the extent indicated under the Master Confirmation:

Settlement Currency:    USD

Settlement Method Election:    Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and (ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of its election that, as of such date, the Electing Party is not aware of any material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

Electing Party:    Counterparty

Settlement Method

Election Date:    The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.

Default Settlement Method:    Cash Settlement

Forward Cash Settlement

Amount:    The Number of Shares to be Delivered multiplied by the Settlement Price.

Settlement Price:    The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.

Settlement Valuation Period:    A number of Scheduled Trading Days selected by GS&Co. in its reasonable discretion, beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.

Cash Settlement:    If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.

Cash Settlement

Payment Date:    The date one Settlement Cycle following the last day of the Settlement Valuation Period.

Net Share Settlement

Procedures:    If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

2.    Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement Shares”), in either case with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares' value based on the value thereof to GS&Co. (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable illiquidity discount), in each case as reasonably determined by the Calculation Agent.

3.    Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if:

(a)    a registration statement covering public resale of the Registered Settlement Shares by GS&Co. (the “Registration Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”) shall have been delivered to GS&Co., in such quantities as GS&Co. shall reasonably have requested, on or prior to the date of delivery;

(b)    the form and content of the Registration Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be satisfactory to GS&Co.;

(c)    as of or prior to the date of delivery, GS&Co. and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten follow-on offerings of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty and the results of such investigation are satisfactory to GS&Co., in its discretion; and

(d)    as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with GS&Co. in connection with the public resale of the Registered Settlement Shares by GS&Co. substantially similar to underwriting agreements customary for underwritten follow-on offerings of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty, in form and substance reasonably satisfactory to GS&Co., which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants' comfort letters and lawyers' negative assurance letters.

4.    If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above:

(a)    all Unregistered Settlement Shares shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof;

(b)    as of or prior to the date of delivery, GS&Co. and any potential purchaser of any such shares from GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) identified by GS&Co. shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);

(c)    as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities issued by companies of comparable size, maturity and lines of business as the Counterparty, in form and substance commercially reasonably satisfactory to GS&Co., which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants' comfort letters and lawyers' negative assurance letters, and shall provide for the payment by Counterparty of all customary fees and expenses in connection with such resale, including all fees and expenses of counsel for GS&Co., and shall contain appropriate representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

(d)    in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by GS&Co. (or any such affiliate), Counterparty shall, if so requested by GS&Co., prepare, in cooperation with GS&Co., a private placement memorandum in form and substance reasonably satisfactory to GS&Co.

5.    GS&Co., itself or through an affiliate (the “Selling Agent”) or any underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to GS&Co. pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by GS&Co., is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net of any fees and commissions (including, without limitation, underwriting or placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without limitation to, the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, GS&Co. will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, GS&Co. shall return to Counterparty on that date such unsold Shares.

6.    If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of theForward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of theForward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., through the Selling Agent, a notice of Counterparty's election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day that is one (1) Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to GS&Co. additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by GS&Co. in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of theForward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to GS&Co. further Makewhole Shares until such Shortfall has been reduced to zero.

7.    Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) under this Master Confirmation (the result of such calculation, the “Capped Number”). Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula:

A - B

Where    A = the number of authorized but unissued shares of the Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and

B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised.

“Reserved Shares” means initially, 2,727,025 Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

For the avoidance of doubt, if Counterparty validly elects to deliver Shares in respect of any Transaction and the number so delivered is reduced as a result of this paragraph 7, Counterparty will not be required to deliver cash or any other property in lieu of such Shares not delivered.

SUPPLEMENTAL CONFIRMATION

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
From:	Goldman, Sachs & Co.
Subject:	Collared Accelerated Stock Buyback
Ref. No:	Sdb4164978460
Date:	May 9, 2011

*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and Plantronics, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

1.    This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of May 9, 2011 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.    The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	May 9, 2011
Forward Price Adjustment Amount:	*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Hedge Period End Date:	May 31, 2011
Calculation Period Start Date:	May 9, 2011
Scheduled Termination Date:	January 9, 2012
Final Termination Date:	April 9, 2012
First Acceleration Date:	*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Prepayment Amount:	USD 50,000,000
Prepayment Date:	May 12, 2011
Initial Shares:	867,690 Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that GS&Co. is able to so borrow or otherwise acquire.
Initial Share Delivery Date:	May 23, 2011
Minimum Shares:	As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount dividedby (b) 110% of the Hedge Period Reference Price.
Maximum Shares:	As set forth in the Trade Notification, to be a number of Shares equal to (a) the Prepayment Amount dividedby (b) 90% of the Hedge Period Reference Price.
Ordinary Dividend Amount:	For any calendar quarter, USD 0.05
Scheduled Ex-Dividend Dates:	May 18, August 17, November 16
Additional Relevant Days:	The five (5) Exchange Business Days immediately following the Calculation Period.

3.    Notwithstanding Section 7 of the Master Confirmation, on any Exchange Business Day following the First Acceleration Date that is not an Additional Relevant Day in the Relevant Period, if the opening sale price per Share on the Exchange on such Exchange Business Day is less than 90% of the Hedge Period Reference Price, then Counterparty may purchase up to 5% of the ADTV (as defined in Rule 10b-18) for the Shares in the open market on such Exchange Business Day through GS&Co. as Counterparty's agent pursuant to customary open market agency repurchase documentation reasonably acceptable to both parties.

4.    Notwithstanding Section 4(j) of the Master Confirmation, Counterparty may enter into the transaction evidenced by the Master Confirmation dated as of May 9, 2011 (Ref. No. Sdb4164979031) between GS&Co. and Counterparty, as supplemented by the Supplemental Confirmation dated as of May 9, 2011.

5.    Counterparty represents and warrants to GS&Co. that neither it nor any “affiliated purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs.

6.    This Supplemental Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts.

Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

Agreed and Accepted By:

PLANTRONICS, INC.

By:    ________________________________

Name:

Title:

TRADE NOTIFICATION

To:	Plantronics, Inc. 345 Encinal Street Santa Cruz, California 95060
From:	Goldman, Sachs & Co.
Subject:	Collared Accelerated Stock Buyback
Ref. No:	Sdb4164978460
Date:	May 23, 2011

*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

The purpose of this Trade Notification is to notify you of certain terms in the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) andPlantronics, Inc. (“Counterparty”) (together, the “Contracting Parties”) bearing the trade reference number set forth above.

This Trade Notification supplements, forms part of, and is subject to the Supplemental Confirmation dated as ofMay 9, 2011 (the “Supplemental Confirmation”) between the Contracting Parties, as amended and supplemented from time to time. The Supplemental Confirmation is subject to the Master Confirmation dated as of May 9. 2011 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time.

Hedge Completion Date:	May 23, 2011
Hedge Period Reference Price:	*** Certain information in this Agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Minimum Shares:	1,228,555
Maximum Shares:	1,501,567

Yours sincerely,

GOLDMAN, SACHS & CO.

By: ________________________________

Authorized Signatory

EX-31.1

Exhibit 31.1

Certification of the President and CEO

I, Ken Kannappan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 4, 2011
	/s/ Ken Kannappan
	Ken Kannappan
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Senior VP, Finance and Administration, and CFO

I, Barbara Scherer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Plantronics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 4, 2011
	/s/ Barabara Scherer
	Barbara Scherer
	Senior Vice President - Finance and Administration and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ken Kannappan, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Plantronics, Inc. on Form 10-Q for the three months ended July 2, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Plantronics, Inc.

By:	/s/ Ken Kannappan
Name:	Ken Kannappan
Title:	President and Chief Executive Officer
Date:	August 4, 2011

I, Barbara Scherer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Plantronics, Inc. on Form 10-Q for the three months ended July 2, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Plantronics, Inc.

By:	/s/ Barbara Scherer
Name:	Barbara Scherer
Title:	Senior Vice President - Finance and Administration and Chief Financial Officer
Date:	August 4, 2011

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML



FOREIGN CURRENCY DERIVATIVES (Details 3) (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Not Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ (797)	$ 2,046
Designated as Hedging Instrument [Member]
Derivative [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ (1,614)	$ 1,092

XML



CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Net revenues	$ 175,600	$ 170,685
Cost of revenues	81,542	81,237
Gross profit	94,058	89,448
Operating expenses:
Research, development and engineering	16,906	14,901
Selling, general and administrative	42,116	38,686
Total operating expenses	59,022	53,587
Operating income	35,036	35,861
Interest and other income (expense), net	641	(382)
Income before income taxes	35,677	35,479
Income tax expense	8,946	9,533
Net income	$ 26,731	$ 25,946
Earnings per common share:
Basic	$ 0.57	$ 0.54
Diluted	$ 0.56	$ 0.52
Shares used in computing basic earnings per common share	46,688	48,128
Shares used in computing diluted earnings per common share	48,060	49,714
Cash dividends declared per common share	$ 0.05	$ 0.05

XML



CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 26,731	$ 25,946
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,462	3,992
Stock-based compensation	4,179	3,777
Provision for (benefit from) sales allowances and doubtful accounts	(41)	115
Provision for (benefit from) excess and obsolete inventories	322	(273)
Benefit from deferred income taxes	(2,144)	(1,249)
Income tax benefit associated with stock option exercises	1,381	797
Excess tax benefit from stock-based compensation	(2,570)	(648)
Amortization of premium on investments, net	431	0
Other operating activities	172	41
Changes in assets and liabilities:
Accounts receivable, net	(5,607)	(7,264)
Inventory, net	(1,453)	(7,509)
Current and other assets	(2,420)	(928)
Accounts payable	(6,684)	6,728
Accrued liabilities	(5,067)	102
Income taxes	8,531	8,420
Cash provided by operating activities	19,223	32,047
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of short-term investments	62,968	23,250
Proceeds from maturities of short-term investments	31,300	0
Purchase of short-term investments	(63,061)	0
Proceeds from sales of long-term investments	4,936	0
Purchase of long-term investments	(35,145)	0
Capital expenditures and other assets	(3,935)	(3,007)
Cash (used for) provided by investing activities	(2,937)	20,243
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of common stock	(90,668)	(43,706)
Equity forward contract related to accelerated share repurchase program	(18,872)	0
Proceeds from sale of treasury stock	0	13
Proceeds from issuance of common stock	11,515	7,666
Payment of cash dividends	(2,427)	(2,456)
Employees' taxes withheld and paid for restricted stock and restricted stock units	(705)	0
Excess tax benefit from stock-based compensation	2,570	648
Cash used for financing activities	(98,587)	(37,835)
Effect of exchange rate changes on cash and cash equivalents	673	(1,386)
Net (decrease) increase in cash and cash equivalents	(81,628)	13,069
Cash and cash equivalents at beginning of period	284,375	349,961
Cash and cash equivalents at end of period	$ 202,747	$ 363,030

XML



REVENUE AND MAJOR CUSTOMERS (Details) In Thousands, unless otherwise specified	3 Months Ended			3 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2011	Jun. 30, 2011 Office and Contact Center [Member] USD ($)	Jun. 30, 2010 Office and Contact Center [Member] USD ($)	Jun. 30, 2011 Mobile [Member] USD ($)	Jun. 30, 2010 Mobile [Member] USD ($)	Jun. 30, 2011 Gaming and Computer Audio [Member] USD ($)	Jun. 30, 2010 Gaming and Computer Audio [Member] USD ($)	Jun. 30, 2011 Clarity [Member] USD ($)	Jun. 30, 2010 Clarity [Member] USD ($)	Jun. 30, 2011 U.S. [Member] USD ($)	Jun. 30, 2010 U.S. [Member] USD ($)	Jun. 30, 2011 Europe, Middle East and Africa [Member] USD ($)	Jun. 30, 2010 Europe, Middle East and Africa [Member] USD ($)	Jun. 30, 2011 Asia Pacific [Member] USD ($)	Jun. 30, 2010 Asia Pacific [Member] USD ($)	Jun. 30, 2011 Americas, excluding U.S. [Member] USD ($)	Jun. 30, 2010 Americas, excluding U.S. [Member] USD ($)
Revenue from External Customer [Line Items]
Revenue from External Customers				$ 130,999	$ 117,580	$ 32,164	$ 38,657	$ 7,395	$ 9,325	$ 5,042	$ 5,123
Disclosure on Geographic Areas, Revenue from External Customers Attributed to Entity's Country of Domicile												100,291	103,992
Disclosure on Geographic Areas, Revenue from External Customers Attributed to Foreign Countries	75,309	66,693												43,162	38,782	19,237	16,263	12,910	11,648
Net revenues	$ 175,600	$ 170,685
Number of Major Customers, Ten Percent Or Greater, Net Revenues	0	0
Number of Major Customers, Ten Percent Or Greater, Net Accounts Receivable	0		0

XML



DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Warranty Obligation Accrual (Tables)

3 Months Ended

Jun. 30, 2011

Balance Sheet Related Disclosures [Abstract]

Changes in the warranty obligation accrual [Table Text Block]

Changes during the three months ended June 30, 2011 in the warranty obligation accrual, which is included as a component of Accrued liabilities in the Condensed consolidated balance sheets, are as follows:

	Three Months Ended
(in thousands)	June 30, 2011
Warranty obligation accrual at March 31, 2011	$	11,016
Warranty provision relating to products shipped	4,720
Deductions for warranty claims processed	(2,800		)
Warranty obligation accrual at June 30, 2011	$	12,936

XML



DOCUMENT AND ENTITY INFORMATION (USD $)	3 Months Ended
	Jun. 30, 2011	Jul. 30, 2011	Oct. 02, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	PLANTRONICS INC /CA/
Entity Central Index Key	0000914025
Current Fiscal Year End Date	--03-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jul. 02, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		46,698,969
Entity Public Float			$ 1,602,180,651

XML



FOREIGN CURRENCY DERIVATIVES (Details 1) (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Foreign Exchange Contracts Designated as Cash Flow Hedges [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 777	$ 360
Foreign Exchange Contracts Designated as Cash Flow Hedges [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	3,316	4,201
Foreign Exchange Contracts Not Designated [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	0	0
Foreign Exchange Contracts Not Designated [Member] | Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	0	0
Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	777	360
Accrued Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	$ 3,316	$ 4,201

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GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables)

3 Months Ended

Jun. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block]

The following tables present the carrying value of acquired intangible assets with remaining net book values as of each period:

	June 30, 2011							March 31, 2011
	Gross		Accumulated			Net		Gross		Accumulated			Net
(in thousands)	Amount		Amortization			Amount		Amount		Amortization			Amount		Useful Life
Technology	$	3,000	$	(2,938	)	$	62	$	3,000	$	(2,812	)	$	188	6	years
Customer relationships	1,705		(1,113		)	592		1,705		(1,044		)	661		8	years
OEM relationships	27		(21		)	6		27		(20		)	7		7	years
Total	$	4,732	$	(4,072	)	$	660	$	4,732	$	(3,876	)	$	856

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FOREIGN CURRENCY DERIVATIVES (Details)	3 Months Ended							3 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Jun. 30, 2011 GBP (£)	Jun. 30, 2011 EUR (€)	Mar. 31, 2011 MXN	Mar. 31, 2011 EUR (€)	Mar. 31, 2011 GBP (£)	Jun. 30, 2011 Foreign currency swap contract [Member] USD ($)	Jun. 30, 2011 Foreign currency swap contract [Member] MXN	Jun. 30, 2011 Foreign Exchange Forward, EURO [Member] USD ($)	Jun. 30, 2011 Foreign Exchange Forward, EURO [Member] EUR (€)	Jun. 30, 2011 Foreign Exchange Forward, GBP [Member] USD ($)	Jun. 30, 2011 Foreign Exchange Forward, GBP [Member] GBP (£)	Jun. 30, 2011 Foreign Exchange Forward, AUD [Member] USD ($)	Jun. 30, 2011 Foreign Exchange Forward, AUD [Member] AUD
Derivative [Line Items]
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives			£ 16,600,000	€ 58,300,000	343,900,000	€ 52,700,000	£ 14,500,000	$ 21,858,000	268,850,000
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net, GBP and Euro	(2,000,000)	1,000,000
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, GBP and Euro	(3,100,000)
Notional Amount of Foreign Currency Derivative Instruments Not Designated as Hedging Instruments										21,744,000	15,000,000	7,548,000	4,700,000	5,038,000	4,700,000
Derivative, Currency Sold										Sell EUR	Sell EUR	Sell GBP	Sell GBP	Sell AUD	Sell AUD
Derivative, Remaining Maturity								Monthly over 9 months	Monthly over 9 months	1 month	1 month	1 month	1 month	1 month	1 month
Derivative, Currency Bought								Buy MX$	Buy MX$
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Peso	$ 600,000

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COMMON STOCK REPURCHASES

3 Months Ended

Jun. 30, 2011

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

8. COMMON STOCK REPURCHASES

From time to time, the Board of Directors authorizes plans under which the Company may repurchase shares of its common stock in the open market, depending on market conditions. During the quarter ended June 30, 2011, the Company repurchased in the open market 270,000 shares of its common stock which was under a repurchase plan authorized by the Board of Directors on March 1, 2011 for 1,000,000 shares. The total cost of these repurchases was $9.5 million with an average price of $35.34 per share. As of June 30, 2011, there were 390,900 remaining shares authorized for repurchase under this authorized plan. In addition, the Company withheld shares worth $0.7 million in satisfaction of employee tax withholding obligations upon the vesting of restricted stock granted under the Company's stock plans. The amounts withheld were equivalent to the employees' minimum statutory tax withholding requirements and are reflected as a financing activity within the Company's Condensed consolidated statements of cash flows. These share withholdings had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

On May 3, 2011, the Company's Board of Directors authorized the repurchase of up to 7,000,000 shares of the Company's outstanding common stock through open market or privately negotiated transactions. In connection with this stock repurchase authorization and pursuant to an accelerated share repurchase program (the “ASR Program”), the Company entered into two separate Master Confirmation and Supplemental Confirmations (the “ASR Agreements”) with Goldman, Sachs & Co. (“Goldman”) consisting of a Collared ASR and an Uncollared ASR. Under the ASR Agreements, the Company will repurchase shares of its common stock for an aggregate purchase price of $100 million. Goldman borrowed the shares that were delivered to the Company as described below, and is obligated to purchase sufficient shares of the Company's common stock in the open market to return to lenders over the terms of the agreements. The ASR Program is expected to conclude no later than January 9, 2012, although in certain circumstances the termination date may be accelerated at Goldman's option. The actual number of shares repurchased will be determined at the completion of the ASR Program. As discussed in greater detail below, the Company received a total of 2,183,014 shares under the ASR Program during the three months ended June 30, 2011. As of June 30, 2011, there were 4,816,986 remaining shares authorized for repurchase under the May 3, 2011 authorization. Repurchased shares are held as treasury stock.

In accordance with the Equity topic of the FASB Accounting Standards Codification ("ASC"), the Company accounted for the ASR Agreements as two separate transactions: (a) as shares of common stock acquired in a treasury stock transaction recorded on the acquisition date and (b) as a forward contract indexed to the Company’s own common stock. As such, the Company accounted for the shares that it received under the ASR Program as a repurchase of its common stock for the purpose of calculating earnings per common share. The Company has determined that the forward contract indexed to the Company’s common stock met all of the applicable criteria for equity classification in accordance with the Derivatives and Hedging topic of the FASB ASC, and, therefore, the ASR Agreements were not accounted for as derivative instruments.

Collared ASR Agreement

Under the first agreement (the "Collared ASR Agreement"), the number of shares to ultimately be repurchased by the Company is based generally on the volume-weighted average price ("VWAP") of the Company's common stock during the term of the Collared ASR Agreement, subject to collar provisions that established minimum and maximum numbers of shares based on the average VWAP over an initial hedge period. On May 12, 2011, the Company paid Goldman $50 million in exchange for an initial delivery to the Company of 867,690 shares on May 23, 2011, valued at the closing price of the Company's common stock of $37.56 on May 9, 2011, which was the date the major terms of the agreement to purchase the shares was reached.

Pursuant to the terms of the Collared ASR Agreement, the hedge period for determining the minimum and maximum number of shares to be purchased ended on May 23, 2011. The minimum has been set at 1,228,555 shares and the maximum has been set at 1,501,567 shares. Goldman delivered an additional 360,865 shares to the Company on May 26, 2011, valued at the closing price of the Company's common stock of $35.16 on May 23, 2011, which was the date the initial hedge period ended. Accordingly, the Company has received a total of 1,228,555 shares from Goldman as of June 30, 2011, equivalent to the minimum number of shares to be delivered under the terms of the Collared ASR Agreement. At the conclusion of the Collared ASR Agreement, the Company may receive additional shares based on the VWAP of the Company's common stock during the term of the agreement, up to the maximum of 1,501,567 shares. Based on the minimum number of shares delivered and the value of the Company's common stock on the relevant dates described above, the total consideration allocated to stock repurchases under the Collared ASR Agreement was $45.3 million. The remaining $4.7 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet as of June 30, 2011.

Uncollared ASR Agreement

Under the second agreement, (the "Uncollared ASR Agreement"), the number of shares to be repurchased by the Company is based generally on the VWAP of the Company's common stock during the term of the ASR Agreement. On May 12, 2011, the Company paid Goldman $50 million in exchange for an initial delivery to the Company of 954,459 shares on May 23, 2011, representing approximately 72% of the shares expected to be repurchased based on the closing price of the Company's common stock of $37.56 on May 9, 2011, which was the date the major terms of the agreement to purchase the shares was reached. At the conclusion of the ASR Agreement, the Company may receive additional shares, or may be required to pay additional cash or shares (at the Company's election), based on the VWAP of the Company's common stock during the term of the agreement. Based on the number of shares delivered and the Company's stock price on the date at which the major terms of the agreement to purchase the shares were reached, the total consideration allocated to stock repurchases under the Uncollared ASR Agreement was $35.8 million. The remaining $14.2 million was recorded as an equity forward contract and was included in Additional paid-in capital in the Condensed consolidated balance sheet as of June 30, 2011.

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Jun. 30, 2011

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Stock-Based Compensation Expense Included in Statements of Operations [Table Text Block]

The following table summarizes the amount of stock-based compensation expense included in the Condensed consolidated statements of operations:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Cost of revenues	$	546		$	533
Research, development and engineering	947			937
Selling, general and administrative	2,686			2,307
Stock-based compensation expense included in operating expenses	3,633			3,244
Total stock-based compensation	4,179			3,777
Income tax benefit	(1,282		)	(1,041		)
Total stock-based compensation, net of tax	$	2,897		$	2,736

Summary of Stock Option Activity [Table Text Block]

The following is a summary of the Company’s stock option activity during the three months ended June 30, 2011:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding at March 31, 2011	5,360		$	25.58
Options granted	327		$	36.51
Options exercised	(552	)	$	20.87
Options forfeited or expired	(52	)	$	36.87
Outstanding at June 30, 2011	5,083		$	26.68	3.2	$	55,305
Vested and expected to vest at June 30, 2011	4,968		$	26.56	3.2	$	54,715
Exercisable at June 30, 2011	3,778		$	25.89	2.3	$	44,704

Summary of Restricted Stock Activity [Table Text Block]

The following is a summary of the Company’s restricted stock activity during the three months ended June 30, 2011:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at March 31, 2011	688		$	29.52
Restricted stock granted	366		$	36.60
Restricted stock vested	(46	)	$	29.02
Restricted stock forfeited	(3	)	$	33.01
Non-vested at June 30, 2011	1,005		$	32.23

Valuation Assumptions [Table Text Block]

The fair value of stock option and ESPP shares granted during the respective periods is estimated on the date of grant using the following weighted average assumptions:

	Three Months Ended
	June 30,
Employee Stock Options	2011			2010
Expected volatility	44.4		%	46.1		%
Risk-free interest rate	1.4		%	1.9		%
Expected dividends	0.6		%	0.7		%
Expected life (in years)	4.0			4.2
Weighted-average grant date fair value	$	12.58		$	11.26

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STOCK-BASED COMPENSATION Valuation Assumptions (Details) (USD $)	3 Months Ended
	Jun. 30, 2011 years	Jun. 30, 2010 years
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	44.40%	46.10%
Risk-free interest rate	1.40%	1.90%
Expected dividends	0.60%	0.70%
Expected life (in years)	4	4.2
Weighted-average grant date fair value	$ 12.58	$ 11.26

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FAIR VALUE MEASUREMENTS (Details) (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	$ 386,267	$ 469,288
U.S. Treasury Bills and Government Agency Securities [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	105,350	198,246
U.S. Treasury Bills and Government Agency Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	61,688	154,703
U.S. Treasury Bills and Government Agency Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	43,662	43,543
U.S. Treasury Bills and Government Agency Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Commercial Paper [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	55,776	52,568
Commercial Paper [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Commercial Paper [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	55,776	52,568
Commercial Paper [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Corporate Bonds [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	55,016	33,358
Corporate Bonds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Corporate Bonds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	55,016	33,358
Corporate Bonds [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	7,399	10,312
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	7,399	10,312
Certificates of Deposit [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Available-for-sale Securities, Fair Value Disclosure	0	0
Derivative Assets [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Derivative assets	777	360
Derivative Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Derivative assets	0	0
Derivative Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Derivative assets	777	360
Derivative Assets [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Derivative assets	0	0
Derivative Liabilities [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Derivative liabilities	3,316	4,201
Derivative Liabilities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Derivative liabilities	37	27
Derivative Liabilities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Derivative liabilities	3,279	4,174
Derivative Liabilities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract]
Derivative liabilities	0	0
Cash [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	121,226	136,804
Cash [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	121,226	136,804
Cash [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Cash [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Money Market Accounts [Member] | Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	41,500	38,000
Money Market Accounts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	41,500	38,000
Money Market Accounts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Money Market Accounts [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Cash and Cash Equivalents, Fair Value Disclosure	0	0
Fair Value, Measurements, Recurring [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Total assets measured at fair value	387,044	469,648
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Total assets measured at fair value	224,414	329,507
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Total assets measured at fair value	162,630	140,141
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract]
Total assets measured at fair value	$ 0	$ 0

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Jun. 30, 2011

Fair Value Disclosures [Abstract]

Fair Value Hierarchy of Financial Assets and Liabilities [Table Text Block]

Fair Values as of June 30, 2011:

(in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	121,226	$	—	$	—	$	121,226
Money Market Accounts	41,500		—		—		41,500
U.S. Treasury Bills and Government Agency Securities	61,688		43,662		—		105,350
Commercial Paper	—		55,776		—		55,776
Corporate Bonds	—		55,016		—		55,016
CDs	—		7,399		—		7,399
Derivative assets	—		777		—		777
Total assets measured at fair value	$	224,414	$	162,630	$	—	$	387,044
Derivative liabilities	$	37	$	3,279	$	—	$	3,316

Fair Values as of March 31, 2011:

(in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	136,804	$	—	$	—	$	136,804
Money Market Accounts	38,000		—		—		38,000
U.S. Treasury Bills and Government Agency Securities	154,703		43,543		—		198,246
Commercial Paper	—		52,568		—		52,568
Corporate Bonds	—		33,358		—		33,358
CDs	—		10,312		—		10,312
Derivative assets	—		360		—		360
Total assets measured at fair value	$	329,507	$	140,141	$	—	$	469,648
Derivative liabilities	$	27	$	4,174	$	—	$	4,201

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COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE

3 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE

13. COMPUTATION OF EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended
	June 30,
(in thousands, except per share data)	2011		2010
Numerator:
Net income	$	26,731	$	25,946
Denominator:
Weighted average common shares-basic	46,688		48,128
Dilutive effect of employee equity incentive plans	1,372		1,586
Weighted average common shares-diluted	48,060		49,714
Earnings per common share-basic	$	0.57	$	0.54
Earnings per common share-diluted	$	0.56	$	0.52
Potentially dilutive securities excluded from earnings per common share-diluted because their effect is anti-dilutive	1,489		2,334

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CASH, CASH EQUIVALENTS AND INVESTMENTS

3 Months Ended

Jun. 30, 2011

CASH, CASH EQUIVALENTS AND INVESTMENTS [Abstract]

Cash, Cash Equivalents and Investments [Text Block]

4. CASH, CASH EQUIVALENTS AND INVESTMENTS

The following table represents the Company’s cash, cash equivalents and investments as of June 30, 2011 and March 31, 2011:

(in thousands)	June 30, 2011									March 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Cash and cash equivalents:
Cash	$	121,226	$	—	$	—		$	121,226	$	136,804	$	—	$	—		$	136,804
Cash equivalents	81,521		—		—			81,521		147,573		1		(3		)	147,571
Total Cash and cash equivalents	$	202,747	$	—	$	—		$	202,747	$	284,377	$	1	$	(3	)	$	284,375
Short-term investments:
U.S. Treasury Bills and Government Agency Securities	$	61,770	$	27	$	(4	)	$	61,793	$	98,845	$	17	$	(1	)	$	98,861
Commercial Paper	45,768		10		—			45,778		30,071		5		(1		)	30,075
Corporate Bonds	16,969		6		(4		)	16,971		11,212		4		—			11,216
Certificates of Deposit ("CDs")	2,513		3		—			2,516		5,420		9		—			5,429
Total Short-term investments	$	127,020	$	46	$	(8	)	$	127,058	$	145,548	$	35	$	(2	)	$	145,581
Long-term investments:
U.S. Treasury Bills and Government Agency Securities	$	13,533	$	4	$	(2	)	$	13,535	$	17,387	$	4	$	—		$	17,391
Corporate Bonds	38,005		56		(17		)	38,044		19,086		8		(35		)	19,059
CDs	4,881		3		(1		)	4,883		2,879		3		—			2,882
Total Long-term investments	$	56,419	$	63	$	(20	)	$	56,462	$	39,352	$	15	$	(35	)	$	39,332
Total cash, cash equivalents and investments	$	386,186	$	109	$	(28	)	$	386,267	$	469,277	$	51	$	(40	)	$	469,288

As of June 30, 2011 and March 31, 2011, all of the Company’s investments are classified as available-for-sale securities.  

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents, short-term investments and long-term investments, classified by stated maturity as of June 30, 2011 and March 31, 2011:

(in thousands)	June 30, 2011				March 31, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in 1 year or less	$	208,541	$	208,579	$	293,121	$	293,152
Due in 1 to 3 years	56,419		56,462		39,352		39,332
Total	$	264,960	$	265,041	$	332,473	$	332,484

The Company did not incur any material realized or unrealized net gains or losses in the three months ended June 30, 2011 or 2010.

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Accrued Liabilities (Details) (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Balance Sheet Related Disclosures [Abstract]
Employee compensation and benefits	$ 22,687	$ 27,478
Warranty obligation accrual	12,936	11,016
Accrued advertising and sales and marketing	2,669	2,873
Accrued other	15,477	18,240
Accrued liabilities	$ 53,769	$ 59,607

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COMPREHENSIVE INCOME

3 Months Ended

Jun. 30, 2011

Statement of Income and Comprehensive Income [Abstract]

Comprehensive Income [Text Block]

10. COMPREHENSIVE INCOME

The components of comprehensive income for the three months ended June 30, 2011 and 2010 are as follows:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net income	$	26,731	$	25,946
Unrealized gain on cash flow hedges, net of tax	1,265		932
Foreign currency translation gain (loss), net of tax	652		(302		)
Unrealized gain on investments, net of tax	53		—
Comprehensive income	$	28,701	$	26,576

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events [Text Block]

15. SUBSEQUENT EVENTS

On August 1, 2011, the Company's Board of Directors declared a cash dividend of $0.05 per share of the Company's common stock, payable on September 9, 2011 to stockholders of record at the close of business on August 19, 2011.

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FOREIGN CURRENCY DERIVATIVES

3 Months Ended

Jun. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FOREIGN CURRENCY DERIVATIVES

11. FOREIGN CURRENCY DERIVATIVES

Non-Designated Hedges

The Company enters into foreign exchange forward contracts to reduce the impact of foreign currency fluctuations on assets and liabilities denominated in currencies other than the functional currency of the reporting entity.  These foreign exchange forward contracts are not subject to the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC, but are carried at fair value with changes in the fair value recorded within Interest and other income, net, on the Condensed consolidated statement of operations in accordance with the Foreign Currency Matters Topic of the FASB ASC.  Gains and losses on these contracts are intended to offset the impact of foreign exchange rate changes on the underlying foreign currency denominated assets and liabilities, and therefore, do not subject the Company to material balance sheet risk.  The Company does not enter into foreign currency forward contracts for trading purposes.

As of June 30, 2011, the Company had foreign currency forward contracts denominated in Euros ("EUR"), Great Britain Pounds ("GBP"), and Australian Dollars ("AUD").  These forward contracts hedge against a portion of the Company’s foreign currency-denominated cash balances, receivables and payables. The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. dollar equivalent (“USD Equivalent”) at June 30, 2011:

	Local Currency	USD Equivalent		Position	Maturity
	(in thousands)	(in thousands)
EUR	15,000	$	21,744	Sell EUR	1 month
GBP	4,700	$	7,548	Sell GBP	1 month
AUD	4,700	$	5,038	Sell AUD	1 month

Foreign currency transactions, net of the effect of forward contract hedging activity, resulted in immaterial net gains in the three months ended June 30, 2011 and immaterial net losses in the three months ended June 30, 2010, which are included in Interest and other income, net, in the Condensed consolidated statement of operations.

Cash Flow Hedges

The Company’s hedging activities include a hedging program to hedge the economic exposure from anticipated EUR and GBP denominated sales.  The Company hedges a portion of these forecasted foreign denominated sales with put and call currency option contracts used as collars.  These transactions are designated as cash flow hedges and are accounted for under the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC.  The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income and subsequently reclassified into Net revenues when the hedged exposure affects earnings.  Any ineffective portion of related gains or losses is recorded in the Condensed consolidated statements of operations immediately.  On a monthly basis, the Company enters into option contracts with a one-year term.  The Company does not purchase options for trading purposes.  As of June 30, 2011, the Company had foreign currency put and call option contracts of approximately €58.3 million and £16.6 million.  As of March 31, 2011, the Company had foreign currency put and call option contracts of approximately €52.7 million and £14.5 million.

In the three months ended June 30, 2011, realized losses on cash flow hedges of $2.0 million were recognized in Net revenues in the Condensed consolidated statements of operations compared to realized gains of $1.0 million for the same period in the prior year.  The Company expects to reclassify the entire loss of $3.1 million, net of tax, in Accumulated other comprehensive income to Net revenues during the next 12 months due to the recognition of the hedged forecasted sales.

The Company hedges expenditures denominated in Mexican Peso (“MX$”), which are designated as cash flow hedges and are accounted for under the hedge accounting provisions of the Derivatives and Hedging Topic of the FASB ASC.  The Company hedges a portion of the forecasted MX$ denominated expenditures with a cross-currency swap.  The effective portion of the hedge gain or loss is initially reported as a component of Accumulated other comprehensive income and subsequently reclassified into Cost of revenues when the hedged exposure affects operations.  Any ineffective portion of related gains or losses is recorded in the Condensed consolidated statements of operations immediately.  As of June 30, 2011 and March 31, 2011, the Company had foreign currency swap contracts of approximately MX$268.9 million and MX$343.9 million, respectively.

In the three months ended June 30, 2011 and 2010, there were no material realized gains on MX$ cash flow hedges recognized in Cost of revenues in the Condensed consolidated statements of operations.  The Company expects to reclassify the entire gain of $0.6 million, net of tax, in Accumulated other comprehensive income to Cost of revenues during the next 12 months due to the recognition of the hedged forecasted expenditures.

The following table summarizes the notional value of the Company’s outstanding MX$ currency swaps and approximate USD Equivalent at June 30, 2011:

	Local Currency	USD Equivalent		Position	Maturity
	(in thousands)	(in thousands)
MX$	268,850	$	21,858	Buy MX$	Monthly over 9 months

The amounts in the tables below include fair value adjustments related to the Company’s own credit risk and counterparty credit risk.

Fair Value of Derivative Contracts

Fair value of derivative contracts under the Derivatives and Hedging Topic of the FASB ASC were as follows:

	Derivative Assets Reported in Other Current Assets				Derivative Liabilities Reported in Accrued Liabilities
	June 30,		March 31,		June 30,		March 31,
(in thousands)	2011		2011		2011		2011
Foreign exchange contracts designated as cash flow hedges	$	777	$	360	$	3,316	$	4,201
Foreign exchange contracts not designated	—		—		—		—
Total derivatives	$	777	$	360	$	3,316	$	4,201

Effect of Designated Derivative Contracts on Accumulated Other Comprehensive Income

The following table represents only the balance of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC as of June 30, 2011 and March 31, 2011, and the impact of designated derivative contracts before tax on Accumulated other comprehensive income for the three months ended June 30, 2011:

(in thousands)	March 31, 2011			Amount of gain (loss) recognized in OCI (effective portion)			Amount of gain (loss) reclassified from OCI to income (loss) (effective portion)			June 30, 2011
Foreign exchange contracts designated as cash flow hedges	$	(3,841	)	$	(312	)	$	(1,614	)	$	(2,539	)

Effect of Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in gross profit in the Condensed consolidated statements of operations was as follows:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Gain (loss) on foreign exchange contracts designated as cash flow hedges	$	(1,614	)	$	1,092

Effect of Non-Designated Derivative Contracts on the Condensed Consolidated Statements of Operations

The effect of non-designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in Interest and other income (expense), net in the Condensed consolidated statement of operations was as follows:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Gain (loss) on foreign exchange contracts	$	(797	)	$	2,046

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Basis of Presentation (Details)	3 Months Ended		12 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Mar. 31, 2011
Note 1 Number of Weeks [Abstract]
Number of Weeks in Fiscal Year	P52W		P52W
Number of Weeks In Fiscal Quarter - Quarter To Date	P13W	P13W

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CREDIT AGREEMENT

3 Months Ended

Jun. 30, 2011

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

9. CREDIT AGREEMENT

In May 2011, the Company entered into a credit agreement (the "Credit Agreement") with Wells Fargo Bank, National Association ("the Bank"). The Credit Agreement provides for a $100 million unsecured revolving credit facility. If requested by the Company and agreed to by the Bank, the Bank may increase its commitment thereunder by up to $100 million, for a total facility size of up to $200 million. The Company has not yet drawn any funds under the facility.

Loans will bear interest at the election of the Company (1) at the Bank's announced prime rate less 1.50% per annum, (2) at a daily one month LIBOR rate plus 1.10% per annum or (3) at an adjusted LIBOR rate, for a term of one, three or six months, plus 1.10% per annum. Interest on the loans is payable quarterly in arrears. In addition, the Company agreed to pay a fee equal to 0.20% per annum on the average daily unused amount of the line of credit, which is payable quarterly in arrears.

Principal, together with accrued and unpaid interest, is due on the maturity date, May 9, 2014. The Company may prepay the loans and terminate the commitments in whole at any time, without premium or penalty, subject to reimbursement of certain costs in the case of LIBOR loans.

The Company's obligations under the Credit Agreement are required to be guaranteed by the Company's domestic subsidiaries, subject to certain exceptions.

The credit facility requires the Company to comply with a maximum ratio of funded debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") and a minimum EBITDA coverage ratio, in each case at each fiscal quarter end and determined on a rolling four-quarter basis. In addition, the Company and its subsidiaries are required to maintain unrestricted cash, cash equivalents and marketable securities plus availability under the Credit Agreement at the end of each fiscal quarter of at least $200 million.

The credit facility contains affirmative covenants, including covenants regarding the payment of taxes and other liabilities, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The credit facility contains negative covenants, among other things, limiting, subject to certain monetary thresholds, the ability of the Company to incur debt, make capital expenditures, grant liens, make acquisitions and make investments. The events of default under the credit facility include payment defaults, cross defaults with certain other indebtedness, breaches of covenants, judgment defaults and bankruptcy and insolvency events involving the Company or any of its subsidiaries. The Company was in compliance with all covenants at June 30, 2011.

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COMPUTATION OF EARNINGS PER COMMON SHARE (Details) (USD $) In Thousands, except Per Share data	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Earnings Per Share [Abstract]
Net income	$ 26,731	$ 25,946
Earnings Per Share, Basic and Diluted [Abstract]
Weighted average common shares-basic	46,688	48,128
Dilutive effect of employee equity incentive plans	1,372	1,586
Weighted average common shares-diluted	48,060	49,714
Earnings per common share-basic	$ 0.57	$ 0.54
Earnings per common share-diluted	$ 0.56	$ 0.52
Potentially dilutive securities excluded from earnings per common share-diluted because their effect is anti-dilutive	1,489	2,334

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RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Jun. 30, 2011

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements [Text Block]

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Pronouncements

There are no recently adopted accounting pronouncements other than as described in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

Recently Issued Pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-05, Presentation of Comprehensive Income. This ASU is intended to increase the prominence of other comprehensive income in financial statements by presenting the components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in stockholders' equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011; therefore, the Company will adopt ASU 2011-05 in its fourth quarter of fiscal 2012. The Company does not expect the adoption of ASU 2011-05 to have a material impact on its consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"), which amends ASC 820, Fair Value Measurement. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards (“IFRSs”). ASU 2011-14 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU 2011-14 clarifies the FASB's intent about the application of existing fair value measurements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively; therefore, the Company will adopt ASU 2011-04 in its fourth quarter of fiscal 2012. The Company does not expect the adoption of ASU 2011-04 to have a material impact on its consolidated financial statements.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Jun. 30, 2011

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

5. FAIR VALUE MEASUREMENTS

The following tables represent the Company’s fair value hierarchy for its financial assets and liabilities:

Fair Values as of June 30, 2011:

(in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	121,226	$	—	$	—	$	121,226
Money Market Accounts	41,500		—		—		41,500
U.S. Treasury Bills and Government Agency Securities	61,688		43,662		—		105,350
Commercial Paper	—		55,776		—		55,776
Corporate Bonds	—		55,016		—		55,016
CDs	—		7,399		—		7,399
Derivative assets	—		777		—		777
Total assets measured at fair value	$	224,414	$	162,630	$	—	$	387,044
Derivative liabilities	$	37	$	3,279	$	—	$	3,316

Fair Values as of March 31, 2011:

(in thousands)	Level 1		Level 2		Level 3		Total
Cash	$	136,804	$	—	$	—	$	136,804
Money Market Accounts	38,000		—		—		38,000
U.S. Treasury Bills and Government Agency Securities	154,703		43,543		—		198,246
Commercial Paper	—		52,568		—		52,568
Corporate Bonds	—		33,358		—		33,358
CDs	—		10,312		—		10,312
Derivative assets	—		360		—		360
Total assets measured at fair value	$	329,507	$	140,141	$	—	$	469,648
Derivative liabilities	$	27	$	4,174	$	—	$	4,201

Level 1 financial assets consist of cash, money market funds and U.S. Treasury Bills.  Level 1 financial liabilities consist of foreign exchange forward contracts not designated as hedges.  The fair value of Level 1 financial instruments is measured based on the quoted market price of identical securities.

Level 2 financial assets and liabilities consist of Government Agency Securities, Commercial Paper, Corporate Bonds, CDs and derivative foreign currency call and put option contracts.  Fair value is determined using inputs that are observable, either directly or indirectly, such as quoted market prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations, such as the Black Scholes valuation model, in which all significant inputs are observable or can be derived principally from or corroborated with observable market data covering substantially the full term of the assets or liabilities. During the three months ended June 30, 2011 or March 31, 2011, the Company did not have any transfers between Level 1 and Level 2 fair value instruments.

The Company had no Level 3 financial assets or liabilities as of June 30, 2011 or March 31, 2011.

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STOCK-BASED COMPENSATION (Details) (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	$ 2,897	$ 2,736
Cost of revenues [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	546	533
Research, development and engineering [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	947	937
Selling, general and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	2,686	2,307
Stock-based compensation expense included in operating expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	3,633	3,244
Total stock-based compensation [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	4,179	3,777
Income tax benefit [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated Share-based Compensation Expense	$ (1,282)	$ (1,041)

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REVENUE AND MAJOR CUSTOMERS (Tables)

3 Months Ended

Jun. 30, 2011

REVENUE AND MAJOR CUSTOMERS [Abstract]

Net Revenues by Product Group [Table Text Block]

The following table presents net revenues by product group:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net revenues from unaffiliated customers:
Office and Contact Center	$	130,999	$	117,580
Mobile	32,164		38,657
Gaming and Computer Audio	7,395		9,325
Clarity	5,042		5,123
Total net revenues	$	175,600	$	170,685

Net Revenues by Geography [Table Text Block]

The following table presents net revenues by geography:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net revenues from unaffiliated customers:
U.S.	$	100,291	$	103,992
Europe, Middle East and Africa	43,162		38,782
Asia Pacific	19,237		16,263
Americas, excluding U.S.	12,910		11,648
Total international net revenues	75,309		66,693
Total net revenues	$	175,600	$	170,685

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INCOME TAXES (Details) (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Mar. 31, 2011
Income Tax Disclosure [Abstract]
Effective tax rate	25.10%	26.90%
Unrecognized tax benefits	$ 11,200,000		$ 10,500,000
Accrued interest related to unrecognized tax benefits	1,800,000		1,700,000
Accrued penalties	$ 0		$ 0

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GOODWILL AND PURCHASED INTANGIBLE ASSETS

3 Months Ended

Jun. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Purchased Intangible Assets [Text Block]

6. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill as of June 30, 2011 and March 31, 2011 was $14.0 million.

The following tables present the carrying value of acquired intangible assets with remaining net book values as of each period:

	June 30, 2011							March 31, 2011
	Gross		Accumulated			Net		Gross		Accumulated			Net
(in thousands)	Amount		Amortization			Amount		Amount		Amortization			Amount		Useful Life
Technology	$	3,000	$	(2,938	)	$	62	$	3,000	$	(2,812	)	$	188	6	years
Customer relationships	1,705		(1,113		)	592		1,705		(1,044		)	661		8	years
OEM relationships	27		(21		)	6		27		(20		)	7		7	years
Total	$	4,732	$	(4,072	)	$	660	$	4,732	$	(3,876	)	$	856

The aggregate amortization expense relating to purchased intangible assets was immaterial for the three months ended June 30, 2011 and 2010.

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STOCK-BASED COMPENSATION Restricted Stock Activity (Details) (Restricted Stock [Member], USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2011 years	Jun. 30, 2010
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Non-vested Restricted Stock at March 31, 2011	688
Weighted Average Grant Date Fair Value of Non-Vested Restricted Stock, March 31, 2011	$ 29.52
Restricted stock granted	366
Weighted average grant date fair value of restricted stock granted	$ 36.60	$ 30.20
Restricted stock vested	(46)
Weighted average grant date fair value of restricted stock vested	$ 29.02
Restricted stock forfeited	(3)
Weighted average grant date fair value of restricted stock forfeited	$ 33.01
Non-vested Restricted Stock at June 30, 2011	1,005
Weighted Average Grant Date Fair Value of Non-Vested Restricted Stock, June 30, 2011	$ 32.23
Restricted Stock Awards Vested in Period, Total Fair Value	$ 1.3	$ 0.3
Non-vested restricted stock awards, total unrecognized compensation cost	$ 22.5
Number of years over which compensation cost related to non-vested restricted stock awards will be recognized	3.1

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COMPREHENSIVE INCOME (Tables)

3 Months Ended

Jun. 30, 2011

Statement of Income and Comprehensive Income [Abstract]

Schedule of Comprehensive Income [Table Text Block]

The components of comprehensive income for the three months ended June 30, 2011 and 2010 are as follows:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net income	$	26,731	$	25,946
Unrealized gain on cash flow hedges, net of tax	1,265		932
Foreign currency translation gain (loss), net of tax	652		(302		)
Unrealized gain on investments, net of tax	53		—
Comprehensive income	$	28,701	$	26,576

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Accounts Receivable, net (Details) (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable	$ 131,232	$ 125,137
Accounts receivable, net	108,516	103,289
Provision For Returns [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable Reserves	(8,800)	(10,437)
Provision For Promotions, Rebates And Other [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable Reserves	(13,390)	(10,460)
Provision For Doubtful Accounts And Sales Allowances [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable Reserves	$ (526)	$ (951)

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STOCK-BASED COMPENSATION Stock Option Activity (Details) (Stock Options [Member], USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2011 years	Jun. 30, 2010
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at March 31, 2011	5,360
Weighted average exercise price of options outstanding, March 31, 2011	$ 25.58
Options granted	327
Weighted average exercise price of options granted	$ 36.51
Options exercised	(552)
Weighted average exercise price of options exercised	$ 20.87
Options forfeited or expired	(52)
Weighted average exercise price of options forfeited or expired	$ 36.87
Options outstanding at June 30, 2011	5,083
Weighted average exercise price of options outstanding, June 30, 2011	$ 26.68
Weighted average remaining contractual life of options outstanding at June 30, 2011	3.2
Aggregate intrinsic value of options outstanding at June 30, 2011	$ 55,305,000
Vested and expected to vest at June 30, 2011	4,968
Weighted average exercise price of options vested and expected to vest at June 30, 2011	$ 26.56
Weighted average remaining contractual life of options vested and expected to vest at June 30, 2011	3.2
Aggregate intrinsic value of options vested and expected to vest at June 30, 2011	54,715,000
Exercisable at June 30, 2011	3,778
Weighted average exercise price of options exercisable at June 30, 2011	$ 25.89
Weighted average remaining contractual life of options exercisable at June 30, 2011	2.3
Aggregate intrinsic value of options exercisable at June 30, 2011	44,704,000
Total intrinsic value of options exercised	9,100,000	3,700,000
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options	11,500,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 11,000,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1.9

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COMPUTATION OF EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Jun. 30, 2011

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Common Share [Table Text Block]

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended
	June 30,
(in thousands, except per share data)	2011		2010
Numerator:
Net income	$	26,731	$	25,946
Denominator:
Weighted average common shares-basic	46,688		48,128
Dilutive effect of employee equity incentive plans	1,372		1,586
Weighted average common shares-diluted	48,060		49,714
Earnings per common share-basic	$	0.57	$	0.54
Earnings per common share-diluted	$	0.56	$	0.52
Potentially dilutive securities excluded from earnings per common share-diluted because their effect is anti-dilutive	1,489		2,334

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REVENUE AND MAJOR CUSTOMERS (Notes)

3 Months Ended

Jun. 30, 2011

REVENUE AND MAJOR CUSTOMERS [Abstract]

Revenue and Major Customers [Text Block]

14. REVENUE AND MAJOR CUSTOMERS

The Company designs, manufactures, markets and sells headsets for business and consumer applications, and other specialty products for the hearing impaired.  With respect to headsets, it makes products for use in offices and contact centers, with mobile and cordless phones, and with computers and gaming consoles.  Major product categories include “Office and Contact Center”, which includes corded and cordless communication headsets, audio processors and telephone systems; “Mobile”, which includes Bluetooth and corded products for mobile phone applications; “Gaming and Computer Audio”, which includes PC and gaming headsets; and “Clarity”, which includes specialty telephone products marketed for hearing impaired individuals.

The following table presents net revenues by product group:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net revenues from unaffiliated customers:
Office and Contact Center	$	130,999	$	117,580
Mobile	32,164		38,657
Gaming and Computer Audio	7,395		9,325
Clarity	5,042		5,123
Total net revenues	$	175,600	$	170,685

The following table presents net revenues by geography:

	Three Months Ended
	June 30,
(in thousands)	2011		2010
Net revenues from unaffiliated customers:
U.S.	$	100,291	$	103,992
Europe, Middle East and Africa	43,162		38,782
Asia Pacific	19,237		16,263
Americas, excluding U.S.	12,910		11,648
Total international net revenues	75,309		66,693
Total net revenues	$	175,600	$	170,685

No customer accounted for 10% or more of total net revenues for the three months ended June 30, 2011 and 2010, nor did any one customer account for 10% or more of accounts receivable, net, at June 30, 2011 and March 31, 2011.

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STOCK-BASED COMPENSATION

3 Months Ended

Jun. 30, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

7. STOCK-BASED COMPENSATION

The following table summarizes the amount of stock-based compensation expense included in the Condensed consolidated statements of operations:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Cost of revenues	$	546		$	533
Research, development and engineering	947			937
Selling, general and administrative	2,686			2,307
Stock-based compensation expense included in operating expenses	3,633			3,244
Total stock-based compensation	4,179			3,777
Income tax benefit	(1,282		)	(1,041		)
Total stock-based compensation, net of tax	$	2,897		$	2,736

Stock Options

The following is a summary of the Company’s stock option activity during the three months ended June 30, 2011:

	Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)				(in years)	(in thousands)
Outstanding at March 31, 2011	5,360		$	25.58
Options granted	327		$	36.51
Options exercised	(552	)	$	20.87
Options forfeited or expired	(52	)	$	36.87
Outstanding at June 30, 2011	5,083		$	26.68	3.2	$	55,305
Vested and expected to vest at June 30, 2011	4,968		$	26.56	3.2	$	54,715
Exercisable at June 30, 2011	3,778		$	25.89	2.3	$	44,704

The total intrinsic value of options exercised during the three months ended June 30, 2011 and 2010 was $9.1 million and $3.7 million, respectively.  Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise. The total cash received as a result of stock option exercises during the three months ended June 30, 2011 was $11.5 million.

As of June 30, 2011, total unrecognized compensation cost related to unvested stock options was $11.0 million which is expected to be recognized over a weighted average period of 1.9 years.

Restricted Stock

The following is a summary of the Company’s restricted stock activity during the three months ended June 30, 2011:

	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at March 31, 2011	688		$	29.52
Restricted stock granted	366		$	36.60
Restricted stock vested	(46	)	$	29.02
Restricted stock forfeited	(3	)	$	33.01
Non-vested at June 30, 2011	1,005		$	32.23

The weighted average grant-date fair value of awards of restricted stock and restricted stock units is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair value of restricted stock awards granted during the three months ended June 30, 2011 and 2010 was $36.60 and $30.20, respectively. The total fair value of restricted stock awards that vested during the three months ended June 30, 2011 and 2010 was $1.3 million and $0.3 million, respectively.

As of June 30, 2011, total unrecognized compensation cost related to non-vested restricted stock awards was $22.5 million, which is expected to be recognized over a weighted average period of 3.1 years.  

Valuation Assumptions

The Company estimates the fair value of stock options and Employee Stock Purchase Plan (“ESPP”) shares using a Black-Scholes option valuation model.  The fair value of stock option and ESPP shares granted during the respective periods is estimated on the date of grant using the following weighted average assumptions:

	Three Months Ended
	June 30,
Employee Stock Options	2011			2010
Expected volatility	44.4		%	46.1		%
Risk-free interest rate	1.4		%	1.9		%
Expected dividends	0.6		%	0.7		%
Expected life (in years)	4.0			4.2
Weighted-average grant date fair value	$	12.58		$	11.26

The Company recognizes the grant-date fair value of stock-based compensation as compensation expense in the Condensed consolidated statements of operations using the straight-line attribution approach over the service period for which the stock-based compensation is expected to vest.

No purchase rights were granted under the ESPP during the three months ended June 30, 2011 and 2010.

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Inventory, net (Tables)

3 Months Ended

Jun. 30, 2011

Balance Sheet Related Disclosures [Abstract]

Inventory, net [Table Text Block]

Inventory, net:

	June 30,		March 31,
(in thousands)	2011		2011
Raw materials	$	16,659	$	15,315
Work in process	2,871		2,558
Finished goods	38,167		38,600
Inventory, net	$	57,697	$	56,473

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GOODWILL AND PURCHASED INTANGIBLE ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Jun. 30, 2011 years	Mar. 31, 2011 years
Finite-Lived Intangible Assets [Abstract]
Goodwill	$ 14,005	$ 14,005
Finite-Lived Intangible Assets, Gross	4,732	4,732
Finite-Lived Intangible Assets, Accumulated Amortization	(4,072)	(3,876)
Finite-Lived Intangible Assets, Net	660	856
Technology [Member]
Finite-Lived Intangible Assets [Abstract]
Finite-Lived Intangible Assets, Gross	3,000	3,000
Finite-Lived Intangible Assets, Accumulated Amortization	(2,938)	(2,812)
Finite-Lived Intangible Assets, Net	62	188
Finite-Lived Intangible Assets, Useful Life	6	6
Customer Relationships [Member]
Finite-Lived Intangible Assets [Abstract]
Finite-Lived Intangible Assets, Gross	1,705	1,705
Finite-Lived Intangible Assets, Accumulated Amortization	(1,113)	(1,044)
Finite-Lived Intangible Assets, Net	592	661
Finite-Lived Intangible Assets, Useful Life	8	8
OEM Relationships [Member]
Finite-Lived Intangible Assets [Abstract]
Finite-Lived Intangible Assets, Gross	27	27
Finite-Lived Intangible Assets, Accumulated Amortization	(21)	(20)
Finite-Lived Intangible Assets, Net	$ 6	$ 7
Finite-Lived Intangible Assets, Useful Life	7	7

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FOREIGN CURRENCY DERIVATIVES (Tables)

3 Months Ended

Jun. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Notional Amounts of Outstanding Foreign Exchange Currency Contracts and Approximate U.S. Dollar Equivalent [Table Text Block]

The following table summarizes the notional value of the Company’s outstanding foreign exchange currency contracts and approximate U.S. dollar equivalent (“USD Equivalent”) at June 30, 2011:

	Local Currency	USD Equivalent		Position	Maturity
	(in thousands)	(in thousands)
EUR	15,000	$	21,744	Sell EUR	1 month
GBP	4,700	$	7,548	Sell GBP	1 month
AUD	4,700	$	5,038	Sell AUD	1 month

Notional Value of Outstanding Currency Swaps and Approximate U.S. Dollar Equivalent [Table Text Block]

The following table summarizes the notional value of the Company’s outstanding MX$ currency swaps and approximate USD Equivalent at June 30, 2011:

	Local Currency	USD Equivalent		Position	Maturity
	(in thousands)	(in thousands)
MX$	268,850	$	21,858	Buy MX$	Monthly over 9 months

Fair Value of Derivative Contracts Under the Derivatives and Hedging Topic of the FASB ASC [Table Text Block]

Fair value of derivative contracts under the Derivatives and Hedging Topic of the FASB ASC were as follows:

	Derivative Assets Reported in Other Current Assets				Derivative Liabilities Reported in Accrued Liabilities
	June 30,		March 31,		June 30,		March 31,
(in thousands)	2011		2011		2011		2011
Foreign exchange contracts designated as cash flow hedges	$	777	$	360	$	3,316	$	4,201
Foreign exchange contracts not designated	—		—		—		—
Total derivatives	$	777	$	360	$	3,316	$	4,201

Balance of Designated Derivative Contracts and the Pre-Tax Impact on Accumulated Other Comprehensive Income [Table Text Block]

The following table represents only the balance of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC as of June 30, 2011 and March 31, 2011, and the impact of designated derivative contracts before tax on Accumulated other comprehensive income for the three months ended June 30, 2011:

(in thousands)	March 31, 2011			Amount of gain (loss) recognized in OCI (effective portion)			Amount of gain (loss) reclassified from OCI to income (loss) (effective portion)			June 30, 2011
Foreign exchange contracts designated as cash flow hedges	$	(3,841	)	$	(312	)	$	(1,614	)	$	(2,539	)

Effect of Designated Derivative Contracts on Results of Operations Recognized in Gross Profit in Statements of Operations [Table Text Block]

The effect of designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in gross profit in the Condensed consolidated statements of operations was as follows:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Gain (loss) on foreign exchange contracts designated as cash flow hedges	$	(1,614	)	$	1,092

Effect of Non-Designated Derivative Contracts On Results of Operations Recognized in Interest and Other Income (Expense), Net in Statements of Operations [Table Text Block]

The effect of non-designated derivative contracts under the Derivatives and Hedging Topic of the FASB ASC on results of operations recognized in Interest and other income (expense), net in the Condensed consolidated statement of operations was as follows:

	Three Months Ended
	June 30,
(in thousands)	2011			2010
Gain (loss) on foreign exchange contracts	$	(797	)	$	2,046

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BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation [Text Block]

1. BASIS OF PRESENTATION

The accompanying unaudited Condensed consolidated financial statements (“financial statements”) of Plantronics, Inc. (“Plantronics” or the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, the financial statements have been prepared on a basis consistent with the March 31, 2011 audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary to fairly state the information set forth herein.  The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011, which was filed with the SEC on May 31, 2011.  The results of operations for the interim period ended June 30, 2011 are not indicative of the results to be expected for the entire fiscal year or any future period.

The financial statements include the accounts of Plantronics and its wholly owned subsidiaries.  All intercompany balances and transactions have been eliminated.

The Company’s fiscal year ends on the Saturday closest to the last day of March.  The Company’s current fiscal year ends on March 31, 2012 and consists of 52 weeks and the prior fiscal year ended on April 2, 2011 and also consisted of 52 weeks.  The Company’s results of operations for the three months ended July 2, 2011 and July 3, 2010 each contain 13 weeks.  For purposes of presentation, the Company has indicated its accounting year as ending on March 31 and its interim quarterly periods as ending on the applicable month end.

Certain financial statement reclassifications have been made to previously reported amounts to conform to the current year presentation.

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Accrued Liabilities (Tables)

3 Months Ended

Jun. 30, 2011

Balance Sheet Related Disclosures [Abstract]

Accrued Liabilities [Table Text Block]

Accrued Liabilities:

	June 30,		March 31,
(in thousands)	2011		2011
Employee compensation and benefits	$	22,687	$	27,478
Warranty obligation accrual	12,936		11,016
Accrued advertising and sales and marketing	2,669		2,873
Accrued other	15,477		18,240
Accrued liabilities	$	53,769	$	59,607

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COMMON STOCK REPURCHASES (Details) (USD $)	3 Months Ended						3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	May 23, 2011	May 09, 2011	May 03, 2011 Range [Domain]	Mar. 01, 2011 Range [Domain]	Jun. 30, 2011 Minimum [Member]
Equity, Class of Treasury Stock [Line Items]
Treasury Stock, Shares, Acquired	270,000
Stock Repurchase Program, Number of Shares Authorized to be Repurchased						1,000,000
Treasury Stock, Value, Acquired, Cost Method	$ 9,500,000
Treasury Stock Acquired, Average Cost Per Share	$ 35.34
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	390,900
Employees' Taxes Withheld And Paid For Restricted Stock And Restricted Stock Units	705,000	0
Stock Repurchase Program, Number of Shares Authorized to be Repurchased, May 2011					7,000,000
Accelerated Share Repurchase Initial Payment	100,000,000
Number of Shares Received, Accelerated Share Repurchase Program Total	2,183,014
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased Under May 3, 2011 Authorization	4,816,986
Accelerated Share Repurchase Initial Payment, Collared	50,000,000
Initial Shares Received, Accelerated Share Repurchase, Collared	867,690
Closing stock price			$ 35.16	$ 37.56
Minimum Number of Shares, Accelerated Share Repurchase, Collared							1,228,555
Maximum Number of Shares, Accelerated Share Repurchase, Collared	1,501,567
Treasury Stock, Value, Collared ASR	45,300,000
Equity forward contract, Collared ASR	4,700,000
Additional Shares Delivered, Accelerated Share Repurchase, Collared	360,865
Accelerated Share Repurchase Initial Payment, Uncollared	50,000,000
Initial Shares Received, Accelerated Share Repurchase, Uncollared	954,459
Uncollared Accelerated Share Repurchase Percentage Of Shares To Be Repurchased	72.00%
Treasury Stock, Value, Uncollared ASR	35,800,000
Equity forward contract, Uncollared ASR	$ 14,200,000

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CASH, CASH EQUIVALENTS AND INVESTMENTS (Tables)

3 Months Ended

Jun. 30, 2011

CASH, CASH EQUIVALENTS AND INVESTMENTS [Abstract]

Cash, Cash Equivalents and Investments [Table Text Block]

The following table represents the Company’s cash, cash equivalents and investments as of June 30, 2011 and March 31, 2011:

(in thousands)	June 30, 2011									March 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Cash and cash equivalents:
Cash	$	121,226	$	—	$	—		$	121,226	$	136,804	$	—	$	—		$	136,804
Cash equivalents	81,521		—		—			81,521		147,573		1		(3		)	147,571
Total Cash and cash equivalents	$	202,747	$	—	$	—		$	202,747	$	284,377	$	1	$	(3	)	$	284,375
Short-term investments:
U.S. Treasury Bills and Government Agency Securities	$	61,770	$	27	$	(4	)	$	61,793	$	98,845	$	17	$	(1	)	$	98,861
Commercial Paper	45,768		10		—			45,778		30,071		5		(1		)	30,075
Corporate Bonds	16,969		6		(4		)	16,971		11,212		4		—			11,216
Certificates of Deposit ("CDs")	2,513		3		—			2,516		5,420		9		—			5,429
Total Short-term investments	$	127,020	$	46	$	(8	)	$	127,058	$	145,548	$	35	$	(2	)	$	145,581
Long-term investments:
U.S. Treasury Bills and Government Agency Securities	$	13,533	$	4	$	(2	)	$	13,535	$	17,387	$	4	$	—		$	17,391
Corporate Bonds	38,005		56		(17		)	38,044		19,086		8		(35		)	19,059
CDs	4,881		3		(1		)	4,883		2,879		3		—			2,882
Total Long-term investments	$	56,419	$	63	$	(20	)	$	56,462	$	39,352	$	15	$	(35	)	$	39,332
Total cash, cash equivalents and investments	$	386,186	$	109	$	(28	)	$	386,267	$	469,277	$	51	$	(40	)	$	469,288

Amortized Cost and Fair Value of Cash Equivalents, Short-Term Investments and Long-Term Investments by Stated Maturity [Table Text Block]

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents, short-term investments and long-term investments, classified by stated maturity as of June 30, 2011 and March 31, 2011:

(in thousands)	June 30, 2011				March 31, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in 1 year or less	$	208,541	$	208,579	$	293,121	$	293,152
Due in 1 to 3 years	56,419		56,462		39,352		39,332
Total	$	264,960	$	265,041	$	332,473	$	332,484

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

3 Months Ended

Jun. 30, 2011

Balance Sheet Related Disclosures [Abstract]

DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

3. DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS

Accounts receivable, net:

	June 30,			March 31,
(in thousands)	2011			2011
Accounts receivable	$	131,232		$	125,137
Provisions for returns	(8,800		)	(10,437		)
Provisions for promotions, rebates and other	(13,390		)	(10,460		)
Provision for doubtful accounts and sales allowances	(526		)	(951		)
Accounts receivable, net	$	108,516		$	103,289

Inventory, net:

	June 30,		March 31,
(in thousands)	2011		2011
Raw materials	$	16,659	$	15,315
Work in process	2,871		2,558
Finished goods	38,167		38,600
Inventory, net	$	57,697	$	56,473

Accrued Liabilities:

	June 30,		March 31,
(in thousands)	2011		2011
Employee compensation and benefits	$	22,687	$	27,478
Warranty obligation accrual	12,936		11,016
Accrued advertising and sales and marketing	2,669		2,873
Accrued other	15,477		18,240
Accrued liabilities	$	53,769	$	59,607

Changes during the three months ended June 30, 2011 in the warranty obligation accrual, which is included as a component of Accrued liabilities in the Condensed consolidated balance sheets, are as follows:

	Three Months Ended
(in thousands)	June 30, 2011
Warranty obligation accrual at March 31, 2011	$	11,016
Warranty provision relating to products shipped	4,720
Deductions for warranty claims processed	(2,800		)
Warranty obligation accrual at June 30, 2011	$	12,936

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INCOME TAXES

3 Months Ended

Jun. 30, 2011

Income Tax Disclosure [Abstract]

INCOME TAXES

12. INCOME TAXES

The effective tax rate for the three months ended June 30, 2011 was 25.1%, compared to 26.9% for the same period a year ago.  The lower effective tax rate for the three months ended June 30, 2011 compared to the same period a year ago is due primarily to a larger proportion of income earned in foreign jurisdictions during the quarter which is taxed at lower rates, as well as the reinstatement of the United States (“U.S.”) federal research tax credit in December 2010 which was extended through December 2011 and was not available in the same period a year ago. The effective tax rate differs from the statutory rate due to the impact of foreign operations taxed at different statutory rates, tax credits, state taxes and other factors.  The future tax rate could be impacted by a shift in the mix of domestic and foreign income, tax treaties with foreign jurisdictions, changes in tax laws in the U.S. or internationally, or a change in estimates of future taxable income which could result in a valuation allowance being required.

As of June 30, 2011, the Company had $11.2 million of unrecognized tax benefits, compared to $10.5 million at March 31, 2011, recorded in Long-term income taxes payable on the Condensed consolidated balance sheet, all of which would favorably impact the effective tax rate in future periods if recognized.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in Income tax expense.  The accrued interest related to unrecognized tax benefits is $1.8 million as of June 30, 2011 as compared to $1.7 million as of March 31, 2011.  No penalties have been accrued.

The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of such examinations cannot be predicted with certainty. If any issues addressed in the tax examinations are resolved in a manner inconsistent with the Company's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of tax examinations is not certain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next twelve months.

The Company and its subsidiaries are subject to taxation in various foreign and state jurisdictions as well as in the U.S.  The Company is no longer subject to U.S. federal tax examinations by tax authorities for tax years prior to 2008.  The Company is under examination by the California Franchise Tax Board for its 2007 and 2008 tax years.  Foreign income tax matters for material tax jurisdictions have been concluded for tax years prior to fiscal 2006, except for the United Kingdom which has been concluded for tax years prior to fiscal 2009.

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Inventory, net (Details) (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Balance Sheet Related Disclosures [Abstract]
Raw materials	$ 16,659	$ 15,315
Work in process	2,871	2,558
Finished goods	38,167	38,600
Inventory, net	$ 57,697	$ 56,473

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Accounts receivable, net (Tables)

3 Months Ended

Jun. 30, 2011

Balance Sheet Related Disclosures [Abstract]

Accounts receivable, net [Table Text Block]

Accounts receivable, net:

	June 30,			March 31,
(in thousands)	2011			2011
Accounts receivable	$	131,232		$	125,137
Provisions for returns	(8,800		)	(10,437		)
Provisions for promotions, rebates and other	(13,390		)	(10,460		)
Provision for doubtful accounts and sales allowances	(526		)	(951		)
Accounts receivable, net	$	108,516		$	103,289

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Current assets:
Cash and cash equivalents	$ 202,747	$ 284,375
Short-term investments	127,058	145,581
Accounts receivable, net	108,516	103,289
Inventory, net	57,697	56,473
Deferred income taxes	11,753	11,349
Other current assets	15,073	16,653
Total current assets	522,844	617,720
Long-term investments	56,462	39,332
Property, plant and equipment, net	71,542	70,622
Goodwill and purchased intangibles, net	14,665	14,861
Other assets	2,056	2,112
Total assets	667,569	744,647
Current liabilities:
Accounts payable	27,311	33,995
Accrued liabilities	53,769	59,607
Total current liabilities	81,080	93,602
Deferred tax liability	3,550	3,526
Long-term income taxes payable	13,036	11,524
Other long-term liabilities	1,112	1,143
Total liabilities	98,778	109,795
Stockholders' equity:
Common stock	729	720
Additional paid-in capital	498,056	499,027
Accumulated other comprehensive income	3,443	1,473
Retained earnings	216,772	192,468
Total stockholders' equity before treasury stock	719,000	693,688
Less: Treasury stock, at cost	(150,209)	(58,836)
Total stockholders' equity	568,791	634,852
Total liabilities and stockholders' equity	$ 667,569	$ 744,647

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DETAILS OF CERTAIN BALANCE SHEET ACCOUNTS Warranty Obligation Accrual (Details) (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011
Movement in Standard Product Warranty Accrual [Rollforward]
Warranty obligation accrual at March 31, 2011	$ 11,016
Warranty provision relating to products shipped	4,720
Deductions for warranty claims processed	(2,800)
Warranty obligation accrual at June 30, 2011	$ 12,936

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FOREIGN CURRENCY DERIVATIVES (Details 2) (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011	Mar. 31, 2011
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	$ (312)
Foreign Currency Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	(1,614)
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	$ (2,539)	$ (3,841)

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CREDIT AGREEMENT (Details) (USD $)	3 Months Ended
	Jun. 30, 2011
Line of Credit Facility [Line Items]
Line of Credit Facility, Initiation Date	May 2011
Line of Credit Facility, Maximum Borrowing Capacity	$ 100,000,000
Potential Increase to Borrowing Capacity	100,000,000
Total Facility Size, Including Potential Increase to Borrowing Capacity	200,000,000
Line of Credit Facility Interest Rate Spread Below Bank Prime Rate	1.50%
Line of Credit Facility Interest Rate Spread Above Daily One Month LIBOR	1.10%
Line of Credit Facility Interest Rate Spread Above Adjusted LIBOR	1.10%
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.20%
Line of Credit Facility, Amount Outstanding	0
Line of Credit Facility, Expiration Date	May 9, 2014
Minimum Required Liquid Funds	$ 200,000,000

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COMPREHENSIVE INCOME (Details) (USD $) In Thousands	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]
Net income	$ 26,731	$ 25,946
Unrealized gain on cash flow hedges, net of tax	1,265	932
Foreign currency translation gain (loss), net of tax	652	(302)
Unrealized gain on investments, net of tax	53	0
Comprehensive income	$ 28,701	$ 26,576

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SUBSEQUENT EVENTS (Details) (USD $)	3 Months Ended
	Jun. 30, 2011	Aug. 01, 2011
Subsequent Events [Abstract]
Dividends Payable, Date Declared, Day, Month and Year	Aug. 01, 2011
Cash dividend payable per share		$ 0.05
Dividends Payable, Date to be Paid, Day, Month and Year	Sep. 09, 2011
Dividends Payable, Date of Record, Day, Month and Year	Aug. 19, 2011

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CASH, CASH EQUIVALENTS AND INVESTMENTS (Details) (USD $) In Thousands	Jun. 30, 2011	Mar. 31, 2011
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	$ 386,186	$ 469,277
Total cash, cash equivalents and investments, gross unrealized gains	109	51
Total cash, cash equivalents and investments, gross unrealized losses	(28)	(40)
Total cash, cash equivalents and investments, fair value	386,267	469,288
Available for Sale Securities, Debt Maturities [Abstract]
Due in 1 year or less (amortized cost)	208,541	293,121
Due in 1 to 3 years (amortized cost)	56,419	39,352
Due in 1 year or less (fair value)	208,579	293,152
Due in 1 to 3 years (fair value)	56,462	39,332
Total amortized cost	264,960	332,473
Total fair value	265,041	332,484
Cash and cash equivalents [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	202,747	284,377
Total cash, cash equivalents and investments, gross unrealized gains	0	1
Total cash, cash equivalents and investments, gross unrealized losses	0	(3)
Total cash, cash equivalents and investments, fair value	202,747	284,375
Short-term Investments [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	127,020	145,548
Total cash, cash equivalents and investments, gross unrealized gains	46	35
Total cash, cash equivalents and investments, gross unrealized losses	(8)	(2)
Total cash, cash equivalents and investments, fair value	127,058	145,581
Long-term investments [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	56,419	39,352
Total cash, cash equivalents and investments, gross unrealized gains	63	15
Total cash, cash equivalents and investments, gross unrealized losses	(20)	(35)
Total cash, cash equivalents and investments, fair value	56,462	39,332
Cash [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Cash	121,226	136,804
Cash Equivalents [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	81,521	147,573
Total cash, cash equivalents and investments, gross unrealized gains	0	1
Total cash, cash equivalents and investments, gross unrealized losses	0	(3)
Total cash, cash equivalents and investments, fair value	81,521	147,571
U.S. Treasury Bills and Government Agency Securities [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	61,770	98,845
Total cash, cash equivalents and investments, gross unrealized gains	27	17
Total cash, cash equivalents and investments, gross unrealized losses	(4)	(1)
Total cash, cash equivalents and investments, fair value	61,793	98,861
U.S. Treasury Bills and Government Agency Securities [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	13,533	17,387
Total cash, cash equivalents and investments, gross unrealized gains	4	4
Total cash, cash equivalents and investments, gross unrealized losses	(2)	0
Total cash, cash equivalents and investments, fair value	13,535	17,391
Commercial Paper [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	45,768	30,071
Total cash, cash equivalents and investments, gross unrealized gains	10	5
Total cash, cash equivalents and investments, gross unrealized losses	0	(1)
Total cash, cash equivalents and investments, fair value	45,778	30,075
Corporate Bonds [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	16,969	11,212
Total cash, cash equivalents and investments, gross unrealized gains	6	4
Total cash, cash equivalents and investments, gross unrealized losses	(4)	0
Total cash, cash equivalents and investments, fair value	16,971	11,216
Corporate Bonds [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	38,005	19,086
Total cash, cash equivalents and investments, gross unrealized gains	56	8
Total cash, cash equivalents and investments, gross unrealized losses	(17)	(35)
Total cash, cash equivalents and investments, fair value	38,044	19,059
Certificates of Deposit [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	2,513	5,420
Total cash, cash equivalents and investments, gross unrealized gains	3	9
Total cash, cash equivalents and investments, gross unrealized losses	0	0
Total cash, cash equivalents and investments, fair value	2,516	5,429
Certificates of Deposit [Member]
Schedule of Cash, Cash Equivalents and Investments [Line Items]
Total cash, cash equivalents and investments, amortized cost basis	4,881	2,879
Total cash, cash equivalents and investments, gross unrealized gains	3	3
Total cash, cash equivalents and investments, gross unrealized losses	(1)	0
Total cash, cash equivalents and investments, fair value	$ 4,883	$ 2,882