SETTLEMENT AGREEMENT

WHEREAS:

AND STATE TO HAVE AGREED AS FOLLOWS:

The employment agreement ends on the initiative of Plantronics with mutual agreement on 1 April 2016 (the “End Date”).

Effective immediately upon the signing of this Settlement Agreement Mr Vanhoutte will voluntarily resign as Managing Director of Plantronics and any other company of the group of companies Mr Vanhoutte may have a corporate relationship with, including but not limited to the corporate relationship with Plantronics. To this end, Mr Vanhoutte will sign resignation letters as provided by Plantronics.

Furthermore, Mr Vanhoutte will be removed from the Trade Register of the Chamber of Commerce (or equivalent organization) in each country in which a company with which he has a corporate relation formed as soon as possible after his resignation. If necessary, Mr Vanhoutte will cooperate with his removal from the Trade Register (or equivalent organization), and any and all other formalities in this regard.

Plantronics will pay Mr Vanhoutte a severance payment of EUR 946,033 gross. Ultimately on 31 March 2016, the net equivalent of the severance payment will be transferred, after the usual withholdings, directly to the bank account of Mr Vanhoutte known to Plantronics. To avoid any discussion, this amount is deemed to include the “transition payment” (in Dutch: transitievergoeding), should that be due.

 

As of the date this Agreement is reached until the End Date Mr Vanhoutte will be released from his obligation to perform work duties. During this period Mr Vanhoutte remains entitled to the usual base salary (increased by holiday pay). During the period of garden leave Mr Vanhoutte must remain available to provide information and to answer questions.

If Mr Vanhoutte commences working elsewhere under an employment agreement or otherwise before the End Date, the employment agreement between the parties to this agreement will end by mutual consent on the date Mr Vanhoutte commences work elsewhere (the “Earlier End Date”). Mr Vanhoutte must inform Plantronics of any such prospective.

At latest within one month after the End Date, Plantronics will pay Mr Vanhoutte a definite salary settlement and effect financial winding-up. Any outstanding holidays are deemed to have been taken before the End Date so that there will be no payment in that respect. Furthermore, Mr Vanhoutte will not be entitled to any bonus payments over 2016 or the years thereafter (which are already included in the severance payment mentioned in article 3).

Plantronics will bear the costs of legal and tax assistance of Mr Vanhoutte up to a maximum amount of EUR 8,000 including office costs, excluding VAT, and will pay said costs within one month after the End Date directly to the representatives/advisors of Mr Vanhoutte, after receipt of an itemised invoice in the name of Mr Vanhoutte. The invoice should be presented to Plantronics before the End Date. Furthermore, Plantronics will bear the costs of Mr Vanhoutte’s tax filing over 2015.

Plantronics will bear the costs of a 6-month Outplacement Professional Program for
Mr Vanhoutte. To that end, Plantronics will conclude a contract directly with Lee Hecht Harrison, which will invoice Plantronics directly

Mr Vanhoutte is bound by all post-contractual obligations ensuing from the employment contract, including the anti-competition clause.

The parties will maintain strict confidentiality with regard to this agreement and the contents thereof, unless one of the two parties is subject to a statutory or regulatory obligation to make disclosure about this agreement. The parties understand that because Mr. Vanhoutte was a named executive officer of Plantronics in its 2015 fiscal year, the parties are obligated to publish this Settlement Agreement as a matter of public record and will do so within four (4) business days of signature of this Settlement Agreement. Such publication will not be a breach of this agreement or otherwise actionable.

Plantronics will furnish Mr Vanhoutte with a positive reference within one month after the End Date or at such other time as the parties may mutually agree.

The plan rules of the relevant Plantronics Stock Option Plan will remain in full force and effect upon termination of the employment contract.

Mr Vanhoutte will return property and/or documents made available to him in the framework of the employment contract, including company car, laptop and mobile phone with appurtenances, at latest on the End Date in a clean and undamaged condition, without retaining copies thereof to Plantronics, including all (copies of) details relating to the business of Plantronics, such as offers, client lists and the like, whether or not contained on data carriers. Furthermore, promptly after signing this Settlement Agreement, Mr Vanhoutte’s access to Plantronics’ computer systems will be turned off.

Except insofar as the performance of obligations ensuing from this agreement is concerned, the parties have no further claims on each other - as far as Plantronics is concerned, including any companies/business affiliated with it - under the heading of the employment contract, the (method of) termination thereof or otherwise, and the parties grant each other final discharge in this respect.

With the exception of currently unknown facts and to the extent permitted by the Articles of Association, Mr Vanhoutte will be granted full and final release (in Dutch: “décharge”) for his performance as Managing Director as well as in any other corporate position Mr Vanhoutte might fulfill within the Plantronics organization. By signing this Agreement, Mr Vanhoutte declares that he is not aware of any facts or circumstances that preclude full and final release.

This agreement is a settlement agreement as referred to in Article 7:900 Dutch Civil Code.

 

The parties hereby waive their right to cancel this agreement and/or present a claim that the agreement is voidable/void.

Thus agreed and signed in duplicate on 23 February 2016.