8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange act of 1934

Date of Report (Date of earliest event reported):

  July 16, 2012

PLANTRONICS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-12696	77-0207692
(State or Other Jurisdiction of Incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

345 Encinal Street

Santa Cruz, California 95060

(Address of Principal Executive Offices including Zip Code)

(831) 426-5858

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Descriptions of agreements executed by Plantronics, Inc., (the “Company”) with its Senior Vice President & Chief Financial Officer, contained in Item 5.02 following, are hereby incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Pamela Strayer; Offer Letter; Change of Control Severance Agreement; and Indemnification Agreement

Effective July 16, 2012, the Company announced the appointment of Pamela Strayer, 44, as its Senior Vice President & Chief Financial Officer. Ms. Strayer holds a bachelor's degree in Business Administration from Ohio State University and is a Certified Public Accountant in California and Illinois. Prior to joining the Company, Ms. Strayer spent seven years at Autodesk, Inc., a leader in 3D design, engineering and entertainment software, in a variety of roles with increasing responsibilities, most recently as its Vice President Finance, Principal Accounting Officer. Prior to Autodesk, Ms. Strayer spent five years at Epiphany, Inc., a customer relationship management software company acquired by SSA Global Technologies in 2005, the last three years of which as Epiphany's Vice President of Finance and Corporate Controller.

In connection with the hiring of Ms. Strayer, on June 4, 2012, the Company entered into an offer letter with Ms. Strayer (the “Offer Letter”). The following summary is qualified in its entirety by reference to the full text of the Offer Letter which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

• As of the commencement of her employment, Ms. Strayer will receive a base salary of $325,000 annually plus an annual car allowance of $8,280, and she will be eligible under the Company's fiscal year 2013 Executive Incentive Plan to receive 50% of her annual base salary in the form of a bonus at target performance levels based upon the achievement of performance goals to be determined by the Company.

• Ms. Strayer will receive a $25,000 sign-on bonus. The sign-on bonus is subject to repayment if Ms. Strayer voluntarily terminates her employment with the Company within one-year of her start date. In addition, Ms. Strayer is eligible to receive certain relocation benefits as detailed in the Offer Letter and is eligible to participate in Company benefit programs that are available or become available to other similarly situated employees of the Company.

• Within three business days of the start date, Ms. Strayer will be granted a stock option to purchase 40,000 shares of the Company's common stock (the “Option”) and a restricted stock award covering 10,000 shares of the Company's common stock (the “Stock Award”), both subject to the approval of the Compensation Committee of the Company's Board of Directors. The Option will have an exercise price equal to the value of the Company's common stock on the date of grant and 33% of the shares subject to the Option will be scheduled to vest on the first anniversary of the start date, with 1/36^th of the shares subject to the Option vesting in equal monthly installments thereafter, subject to Ms. Strayer's continued service to the Company through the relevant vesting dates. The Stock Award will be scheduled to vest in equal annual installments over a four-year period, with the first installment scheduled to vest on the first anniversary of the start date, subject to Ms. Strayer's continued service to the Company through the relevant vesting dates.

In addition, the Company expects to enter into a Change of Control Severance Agreement with Ms. Strayer (the “Strayer Change of Control Agreement”) on substantially the terms as set forth in the agreement filed with the Securities and Exchange Commission with the Company's Form 8-K filed on January 30, 2009. The following summary is qualified in its entirety by reference to the full text of the Strayer Change of Control Agreement which the Company intends to file with its Form 10-Q for the first quarter of fiscal year 2013.

The Strayer Change of Control Agreement is expected to provide that, if a “Change of Control” (as defined in the Strayer Change of Control Agreement) occurs during the employment term, then 100% of Ms. Strayer's outstanding equity awards will vest according to the vesting schedule specified in the 2003 Stock Option Plan. In addition, if Ms. Strayer's employment is terminated by the Company without “Cause” or by Ms. Strayer for “Good Reason” (as those terms are defined in the Strayer Change of Control Agreement) within 24 months after a Change of Control (a “qualifying termination”), Ms. Strayer will be entitled to receive:

• A severance payment equal to the sum of: (A) 200% of Ms. Strayer's annual base salary in effect immediately prior to her termination date or (if greater) at the level in effect immediately prior to the Change of Control; (B) that prorata portion or all of Ms. Strayer's annual target incentive bonus that Ms. Strayer has earned but not yet been paid; and (C) 200% of Ms. Strayer's annual target incentive bonus for the year in which the severance payment is triggered.

• Continuation of certain health benefits for Ms. Strayer and her eligible dependents for not more than 24 months following the termination date (or a cash payment if applicable law prevents the Company from providing the continuation of the health benefits); and

• Full vesting of Ms. Strayer's equity awards to the extent outstanding on the termination date and not otherwise vested.

The receipt of benefits under the Strayer Change of Control Agreement is expected to be subject to compliance with the terms of (i) the standard confidentiality agreement between Ms. Strayer and the Company; (ii) an agreement not to solicit other employees to terminate their employment with the Company for a two-year period; and (iii) a release of claims against the Company.

The Strayer Change of Control Agreement is also expected to contain provisions that are designed to provide to Ms. Strayer the greatest amounts of benefits after taking into account taxes that may be payable under Section 4999 of the Internal Revenue Code if any of the benefits constitute “parachute payments” under 280G of the Internal Revenue Code.

The Strayer Change of Control Agreement is furthermore expected to provide that cash severance benefits will be payable following Ms. Strayer's “separation from service” with the Company within the meaning of Section 409A and that such payments may be subject to a six-month delay period if required under Section 409A.

The Company also expects to enter into an Indemnification Agreement with Ms. Strayer in the form entered into with other Company executive officers as filed with the Securities and Exchange Commission as Exhibit 10.2 to the Company's Form 10-K filed on May 31, 2005.

Retirement of Barbara Scherer

In addition, on July 16, 2012, Plantronics, Inc. (the “Company”) announced that Barbara Scherer, the Company's Senior Vice President, Finance & Administration and Chief Financial Officer, resigned. In accordance with the Transition Agreement between the Company and Ms. Scherer dated February 27, 2012, she will remain employed as Senior Vice President for a period expected to last approximately four weeks as she assists in the transition of her duties to Ms. Strayer.

On July 16, 2012, the Company issued a press release regarding the above-referenced events. A copy of the press release is furnished as Exhibit 99.1 to this report and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits

The following exhibits are furnished as part of this report.

Exhibit Number	Description
10.1	Offer Letter between the Company and Pamela Strayer dated June 4, 2012
99.1	Press Release entitled, "Pamela Strayer Joins Plantronics as Chief Financial Officer" dated July 16, 2012

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 hereunto duly authorized. 

Date:  July 16, 2012	PLANTRONICS, INC.
	By:	/s/ Richard R. Pickard
	Name:	Richard R. Pickard
	Title:	Vice President - Legal, General Counsel and Secretary

EX-10.1

June 1, 2012

Pamela Strayer

170 Rancheria Rd

Kentfield, CA 94904-2751

Dear Pam,

On behalf of Plantronics, Inc., the “Company” I am pleased to offer you the position of Senior Vice President & Chief Financial Officer reporting to me. Should you accept this offer of employment, your first day of employment is anticipated to be on or about July 16, 2012 (your actual first day of employment is referred to as the “start date”).

This letter outlines the terms of your employment with the Company and your compensation and benefits, as set forth below:

• Annualized Base Salary

◦ $325,000 per year, payable biweekly and less applicable tax withholding.

• Executive Incentive Plan

◦ 50% of your annual salary or $162,500, at target performance.

◦ The purpose of the Plantronics, Inc. Executive Incentive Plan (“EIP” or the “Plan”) is to focus participants on achieving Company-wide financial performance goals as well as product group, segment, or functional objectives and individual performance goals by providing the opportunity to receive annual cash payments based on performance.

◦ Please refer to the Executive Incentive Plan "Administrative Guidelines" for further details.

• Target Total Cash Compensation

◦ $487,500 per year based on the compensation elements shown above and at target performance.

• Relocation

◦ Relocation benefits will be provided, as detailed below. You will have 1 year from the start date to utilize all your relocation benefits. By signing this agreement you are indicating that you understand and agree to the relocation benefits that you will receive under this plan. In addition, you agree that should you voluntarily terminate your employment with Plantronics within one year of your start date, all relocation monies must be repaid to Plantronics in full. All relocation monies are subject to applicable IRS guidelines.

◦ Movement of Goods & Storage: We will provide you with relocation benefits related to the Movement of Goods. A Move Coordinator from our Domestic Relocation vendor will contact you with details and logistics surrounding the movement of your goods into storage (up to 60 days) and to your new residence. The first 30 days of storage are tax-excludable; the second 30 days are a taxable benefit to you.

◦ Temporary Housing: We will provide you with furnished temporary housing of the Company's choosing, including the cost of utilities for 60 days. This benefit is taxable to you.

◦ Auto Shipment: Plantronics will cover the transport of 1 vehicle if your move is less than 400 miles.

◦ Rental Car: If you decide to ship your vehicle to your new location, you will be reimbursed for rental car costs for up to 10 days or until your auto arrives.

◦ Home Finding Assistance: Our Domestic Relocation vendor will assist with your home finding effort by providing you the necessary information and support to make well-informed decisions. The relocation vendor will make referrals to qualified real estate brokers in the new area, assist with local custom information, advise on negotiation strategy and provide on-going support and follow-up.

◦ Transition Support Services: Our Domestic Relocation vendor will provide you with answers to questions about community demographics, schooling, childcare, eldercare, etc. in your new location.

◦ Any taxable reimbursement will (a) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any calendar year and (c) not be subject to liquidation or exchange for another benefit.

• Car Allowance

◦ A car allowance of $8,280 per year, less applicable tax withholding, payable bi-weekly, will be provided to you in lieu of mileage reimbursement.

• Stock Options

◦ Within 3 business days of your start date, you will be granted a stock option to purchase 40,000 shares of the Company's common stock (the “Option”), subject to approval by the Compensation Committee of our Board of Directors.. The Option will be priced at the closing price on the NYSE on the date of grant. 33% of the shares subject to this Option shall vest on the one year anniversary of the start date.  Thereafter, 1/36 of the shares subject to the Option shall vest in equal monthly installments on the same date of each month as the start date; so as to be 100% vested on the three year anniversary of the start date.  All vesting is subject to you remaining as an associate through the relevant vesting dates.

• Restricted Stock Awards

◦ Within 3 business days of your start date, you will be granted a restricted stock award covering10,000 shares of the Company's common stock (the “Stock Award”), subject to approval by the Compensation Committee of our Board of Directors. The Stock Award will vest in equal annual installments over a 4-year period, with the first 25% of the shares subject to the Stock Award vesting on the first anniversary of your start date. All vesting is subject to you remaining employed with the Company through the relevant vesting dates.

• General Benefits

◦ You will be eligible to participate in Company benefit programs as available or that become available to other similarly situated associates of the Company, subject to the generally applicable terms and conditions of each program. The continuation or termination of each program will be at the discretion of the Company. Life, Medical, Dental and Disability coverage will begin on your first day of employment.

• Executive Benefit Program

◦ Exec-U-Care Program

▪ Reimbursement for medical services not otherwise covered, subject to the continuation of that program in the sole discretion of the Company.

◦ Vacation

▪ 4 weeks of vacation accrual per year, subject to an 320 accrual cap

◦ Designed Compensation Program

▪ Detailed on attachment Exhibit A

• 401(k)

◦ You are eligible to join the Plantronics, Inc. 401(k) plan at any time following your start date. You may contribute a pre-tax salary reduction between 1% and 50%. Plantronics will match 50 cents for every $1.00 you save up to 6% of your pre-tax income. The matching is 100% vested immediately. Plantronics, Inc. also makes a non-elective employer contribution of 3% of your base salary on a bi-weekly basis to the 401(k). Notwithstanding the foregoing, the Company retains discretion to modify the foregoing benefits at any time.

This formal notification of our offer of employment is subject to the terms set forth in the Plantronics Employment Application and is contingent upon satisfactory background verification, receipt of an original application, a final review of references, and the approval of the Compensation Committee of the Board of Directors.

For purposes of stock ownership, please be advised that “Executive Officers,” presently defined as Plantronics Section 16 Officers, are expected to meet certain requirements. As of the beginning of each fiscal year, all Executive Officers shall hold the lesser of (i) that number of shares of common stock equal in value to $50,000 or the equivalent value of in-the-money vested stock options, or (ii) 3,000 shares of common stock. The Executive Officers must attain this ownership threshold by four years after his or her acceptance of the position. The value of the shares of common stock will be calculated at the beginning of each fiscal year and will be based on the higher of the actual cost of the shares or their fair market value. The value of vested in-the-money stock options shall be the fair market value less the exercise price. Any subsequent change in the value of the shares during such fiscal year will not affect the amount of stock that such Executive Officers must hold during that year. The Board may modify this requirement on a case by case if compliance reasonably creates a hardship for any such Executive Officer.

For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within 3 business days of your date of hire, or our employment relationship with you may be terminated.

Please be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice. We request that, in the event of resignation, you give the Company at least two weeks notice.

You agree that, during the term of your employment with the Company, you will devote substantially all of your professional time to your responsibilities at Plantronics, and you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company.

As a Company associate, you will be expected to abide by company rules and standards as presented in our Associate Handbook and our World Wide Code of Business Conduct and Ethics. As a condition of your employment, you will also be required to sign and comply with an Associate Patent, Secrecy and Invention Agreement which requires, among other provisions, (i) the assignment of patent, copyright and other intellectual property rights to any invention made during your employment at the Company, and (ii) non-disclosure of proprietary information.

To indicate your acceptance of the Company's offer of employment as stated above, please sign and date this letter in the space provided below. A duplicate original is enclosed for your records. This letter sets forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by Plantronics CEO and you.

Pam, I look forward to working with you and having you as a member of the team!

Sincerely,

PLANTRONICS, INC.

/s/ Ken Kannappan

Ken Kannappan

Chief Executive Officer, President & Director

Agreed to and accepted:

Signature:	/s/ Pamela Strayer
Printed Name:	Pamela Strayer
Received offer Date:	June 4, 2012
Confirmed Start Date:	July 16, 2012

This offer expires one week from the date listed on the first page.

Please either mail or fax, (831) 426-0136, a signed original to indicate acceptance of offer.

EX-99.1

PRESS RELEASE

INVESTOR CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533 MEDIA CONTACT: Karen Auby Senior Manager of Public Relations (831) 458-7814

Pamela Strayer Joins Plantronics as Chief Financial Officer

SANTA CRUZ, Calif. -July 16, 2012 - Plantronics, Inc. (NYSE: PLT) today welcomed Pamela Strayer as senior vice president & chief financial officer, reporting to President and Chief Executive Officer, Ken Kannappan. In this role, Strayer will be responsible for all aspects of the Company's financial management, and will supervise information technology, legal and investor relations. She brings to Plantronics more than two decades of financial management experience, including more than 14 years within the technology industry.

“The combination of Pamela's deep technical accounting and compliance background, together with her extensive experience in software and services, will be of great value to Plantronics as we continue to deliver on our vision of smarter communications,” said Kannappan. “Pamela's demonstrated ability to support growth and drive cost efficiencies will be invaluable as we tackle new market opportunities, particularly in the area of Unified Communications.”

“Plantronics has incredible opportunities ahead as smarter and more versatile audio communication devices redefine where and how people work,” said Strayer. “I am thrilled to be given the opportunity to apply my experience from the software industry and my financial expertise to help the company grow with the changing marketplace.”

Prior to joining the Company, Strayer spent seven years at Autodesk, Inc., a leader in 3D design, engineering and entertainment software, in a variety of roles with increasing responsibilities, most recently as its vice president finance, principal accounting officer. In these roles, Strayer's responsibilities included establishing a long-term strategy and vision for the controller organization and leading global accounting operations, including Revenue Accounting, Credit and Collections, Corporate Accounting, SEC Reporting, M&A Finance, Finance Business Process Organization, International Statutory Compliance and Reporting and Global Payroll.

Prior to Autodesk, Strayer spent five years at Epiphany, Inc., a customer relationship management software company acquired by SSA Global Technologies in 2005, the last three years of which as vice president of finance and corporate controller.

Strayer also spent one year at Informix Software, Inc., a relational database management system developer, as senior manager of worldwide revenue recognition prior to its acquisition by IBM in 2001.

Strayer holds a bachelor's degree in Business Administration from Ohio State University and is a Certified Public Accountant in California and Illinois.

Strayer replaces Barbara Scherer who announced her intention to retire in March 2012 after more than 15 years as the Company's senior vice president of finance and administration and chief financial officer and a career spanning over 32 years to date, including 25 years in senior financial leadership roles within the technology industry.

“Barbara has been a trusted advisor and instrumental in achieving impressive financial milestones during her tenure, including guiding the Company to achieve strong revenue and profit growth and streamlining operations. She also demonstrated an unwavering commitment to stockholder value,” said Kannappan.

“I thank her for her years of service and continued expertise as part of this transition and I wish her continued success as she re-focuses her energies on new business opportunities and personal interests, including more time with family and friends,” continued Kannappan.

About Plantronics - Simply Smarter Communications^TM 

Plantronics is a global leader in audio communications for businesses and consumers. We have pioneered new trends in audio technology for over 50 years, creating innovative products that allow people to simply communicate. From Unified Communication solutions to Bluetooth® headsets, we deliver uncompromising quality, an ideal experience, and extraordinary service. Plantronics is used by every company in the Fortune 100, as well as 911 dispatch, air traffic control and the New York Stock Exchange. For more information, please visit www.plantronics.com or call (800) 544-4660.

Plantronics, the logo design and Simply Smarter Communications are trademarks or registered trademarks of Plantronics, Inc.  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.

PLANTRONICS, INC. / 345 Encinal Street / P.O. Box 1802 / Santa Cruz, California 95061-1802

831-426-6060 / Fax 831-426-6098