Delaware | 1-12696 | 77-0207692 |
(State or Other Jurisdiction of Incorporation) | (Commission file number) | (I.R.S. Employer Identification Number) |
Not Applicable |
(Former name or former address, if changed since last report) |
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)) |
• | 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 1/36th 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. |
• | 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. |
Date: July 16, 2012 | PLANTRONICS, INC. | ||
By: | /s/ Richard R. Pickard | ||
Name: | Richard R. Pickard | ||
Title: | Vice President - Legal, General Counsel and Secretary |
• | 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. |
Sincerely, |
PLANTRONICS, INC. |
/s/ Ken Kannappan |
Ken Kannappan |
Chief Executive Officer, President & Director |
Signature: | /s/ Pamela Strayer |
Printed Name: | Pamela Strayer |
Received offer Date: | June 4, 2012 |
Confirmed Start Date: | July 16, 2012 |
INVESTOR CONTACT: Greg Klaben Vice President of Investor Relations (831) 458-7533 | MEDIA CONTACT: Karen Auby Senior Manager of Public Relations (831) 458-7814 |
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