On May 5, 2003, the Board adopted the Plantronics, Inc. 2003 Stock Plan ("2003 Stock Plan") which was approved by the stockholders on June 27, 2003. The 2003 Stock Plan, which will continue in effect until terminated by the Board, allows for the issuance of the Company's common stock through the granting of non-qualified stock options, restricted stock, restricted stock units, and performance shares with performance-based conditions on vesting. As of April 3, 2021, there have been 19,400,000 shares of common stock cumulatively reserved since inception of the 2003 Stock Plan for issuance to employees, non-employee directors, and consultants of the Company. The Company settles stock option exercises, grants of restricted stock, and releases of vested restricted stock units with newly issued common shares.

The exercise price of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant. The term of an option may not exceed seven years from the date it is granted. Stock options granted to employees vest over a three year period and stock options granted to non-employee directors vest over a four year period.

Restricted stock ("RSAs") and restricted stock units ("RSUs") are granted to directors, executives, and employees. The estimated fair value of the restricted stock and restricted stock unit grants is determined based on the fair market value of our common stock on the date of grant. Restricted stock and restricted stock units granted to employees generally vest over a three year period and to non-employee directors over a one year period.

Performance-based restricted stock units ("PSUs") are granted to vice presidents and executives of the Company and contain a market condition based on Total Shareholder Return ("TSR"). The Leadership Development and Compensation ("LD&C") Committee of the Board sets a target and maximum value that each executive could earn based on an annual comparison of the total stockholder return on the Company's common stock against the iShares S&P North American Tech-Multimedia Networking Index ("Index"), an index the Committee determined appropriate to compare to the total stockholder return on its stock. Performance shares will be delivered in common stock over the vesting period of three years based on the Company’s actual performance compared to the target performance criteria. Awards granted prior to May 6, 2019 may equal from zero percent (0%) to 150% of the target award, and awards granted subsequent to May 6, 2019 may equal from zero percent (0%) to 200% of the target award. The fair value of PSUs is estimated on the grant date of award using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the Index companies over each performance period.

At April 3, 2021, options to purchase 54,000 shares of common stock and 2,643,462 shares of unvested restricted stock and restricted stock units were outstanding. There were 2,768,574 shares available for future grant under the 2003 Stock Plan.

On September 14, 2020, the Board adopted the 2020 Inducement Equity Incentive Plan (the "Inducement Plan"), The 2020 Inducement Plan, which will continue in effect until terminated by the Board, allows for the issuance of the Company's common stock through the granting of non-statutory stock options, restricted stock, restricted stock units, and performance shares with performance-based conditions on vesting. As of April 3, 2021, there have been 1,000,000 shares of common stock cumulatively reserved since inception of the Inducement Plan for issuance to employees, non-employee directors, and consultants of the Company. The Company settles stock option exercises, grants of restricted stock, and release of vested restricted stock units with newly issued common stock.

RSAs and RSUs are granted to directors, executives, and employees. The estimated fair value of the restricted stock and restricted stock unit grants is determined based on the fair market value of our common stock on the date of grant. Restricted stock and restricted stock units granted to employees generally vest over a three year period and to non-employee directors over a one year period.

PSUs are granted to vice presidents and executives of the Company and contain a market condition based on TSR. The LD&C Committee of the Board sets a target and maximum value that each executive could earn based on an annual comparison of the total stockholder return on the Company's common stock against the Index, an index the Committee determined appropriate to compare to the total stockholder return on its stock. Performance shares will be delivered in common stock over the vesting period of three years based on the Company’s actual performance compared to the target performance criteria. Awards granted subsequent to May 6, 2019 may equal from zero percent (0%) to 200% of the target award. The fair value of PSUs is estimated on the grant date of award using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the Index companies over each performance period.

At April 3, 2021, there were no options granted to purchase shares of common stock and 399,000 shares of unvested restricted stock and restricted stock units outstanding. There were 601,000 shares available for future grant under the Inducement Plan.

On June 10, 2002, the Board adopted the 2002 ESPP, which was approved by the stockholders on July 17, 2002, to provide eligible employees with an opportunity to purchase the Company's common stock through payroll deductions. The ESPP qualifies as an employee stock purchase plan under Section 423 of the Internal Revenue Code. Under the ESPP, which is effective until terminated by the Board, the purchase price of the Company's common stock is equal to 85% of the lesser of the closing price of the common stock on (i) the first day of the offering period or (ii) the last day of the offering period. Each offering period is six months long. There were 822,748, 736,184, and 138,133, shares issued under the ESPP in Fiscal Years 2021, 2020, and 2019, respectively. At April 3, 2021, there were 177,257 shares reserved for future issuance under the ESPP. The total cash received from employees as a result of stock issuances under the ESPP during Fiscal Year 2021 was $11.9 million, net of taxes.


	Fiscal Year Ended
(in thousands)	April 3, 2021		March 28, 2020		March 30, 2019
Cost of revenues	$	2,939	$	3,992	$	4,176

Research, development and engineering	13,785		16,785		11,699
Selling, general, and administrative	25,926		36,318		26,059
Operating expenses	39,711		53,103		37,758

Total stock-based compensation expense	42,650		57,095		41,934
Income tax benefit	(10,321)		(7,369)		(9,891)
Total stock-based compensation expense, net of tax	$	32,329	$	49,726	$	32,043


	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 28, 2020	352	$	47.39
Options granted	—	$	—
Options exercised	(10)	$	42.66
Options forfeited or expired	(288)	$	47.25
Outstanding at April 3, 2021	54	$	48.98	1.6	$	—

Vested and exercisable at April 3, 2021	54	$	48.98	1.6	$	—

The total intrinsic value of options exercised during Fiscal Years 2021 and 2020 was immaterial. The total intrinsic value of options exercised during Fiscal Year 2019 was $5.8 million. 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 from employees as a result of employee stock option exercises during Fiscal Year 2021 was $0.4 million, net of taxes. There was an immaterial amount of total net tax benefit attributable to stock options exercised during Fiscal Year 2021.

The weighted average grant-date fair value of restricted stock is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair values of restricted stock granted during Fiscal Years 2021, 2020, and 2019 were $15.42, $33.77, and $68.00, respectively. The total grant-date fair values of restricted stock that vested during Fiscal Years 2021, 2020, and 2019 were $39.5 million, $38.2 million, and $27.8 million, respectively.

The weighted average grant-date fair values of PSUs granted during Fiscal Years 2021, 2020, and 2019 were $22.83, $57.16, and $75.43, respectively. The total grant-date fair values of PSUs that vested during Fiscal Year 2021 was $5.7 million. The total grant-date fair value of PSUs that vested during Fiscal Years 2020 and 2019 were immaterial.

The Company estimates the fair value of ESPP shares using a Black-Scholes option valuation model. At the date of grant, the Company estimates the fair value of purchase rights granted under the ESPP using the following weighted average assumptions:


	Fiscal Year Ended
	April 3, 2021			March 28, 2020			March 30, 2019
Expected volatility	94.8		%	67.0		%	40.8		%
Risk-free interest rate	0.1		%	1.7		%	2.4		%
Expected dividends	—		%	3.1		%	1.1		%
Expected life (in years)	0.5			0.5			0.5
Weighted-average grant date fair value	$	12.60		$	6.64		$	14.44