{"id":43824,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-confirmation-agreement-for-share-transactions.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-confirmation-agreement-for-share-transactions","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/master-confirmation-agreement-for-share-transactions.html","title":{"rendered":"Master Confirmation Agreement for Share Transactions – Plantronics"},"content":{"rendered":"<\/p>\n

GOLDMAN, SACHS & CO. | 200 WEST STREET | NEW
\nYORK, NEW YORK 10282-2198 | TEL: 212-902-1000<\/u><\/strong><\/p>\n

\n

Opening Transaction<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

To:<\/strong><\/p>\n<\/td>\n

\n

Plantronics, Inc.<\/p>\n

345 Encinal Street<\/p>\n

Santa Cruz, California 95060<\/p>\n<\/td>\n<\/tr>\n

\n

A\/C:<\/strong><\/p>\n<\/td>\n

\n

042434696<\/p>\n<\/td>\n<\/tr>\n

\n

From:<\/strong><\/p>\n<\/td>\n

\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

\n

Re:<\/strong><\/p>\n<\/td>\n

\n

Accelerated Stock Buyback<\/p>\n<\/td>\n<\/tr>\n

\n

Ref. No:<\/strong><\/p>\n<\/td>\n

\n

As provided in the Supplemental Confirmation<\/p>\n<\/td>\n<\/tr>\n

\n

Date:<\/strong><\/p>\n<\/td>\n

\n

May 9, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

*** Certain information in this Agreement has been omitted and filed
\nseparately with the Securities and Exchange Commission. Confidential treatment
\nhas been requested with respect to the omitted portions.<\/p>\n<\/p>\n

This master confirmation (this “Master Confirmation<\/strong>“), dated
\nas of May 9, 2011 is intended to set forth certain terms and provisions of
\ncertain Transactions (each, a “Transaction<\/strong>“) entered into from
\ntime to time between Goldman, Sachs & Co. (“GS&Co.<\/strong>“)
\nand Plantronics, Inc., a Delaware corporation
\n(“Counterparty<\/strong>“). This Master Confirmation, taken alone, is
\nneither a commitment by either party to enter into any Transaction nor evidence
\nof a Transaction. The additional terms of any particular Transaction shall be
\nset forth in a Supplemental Confirmation in the form of Schedule A hereto (a
\n“Supplemental Confirmation<\/strong>“), which shall reference this Master
\nConfirmation and supplement, form a part of, and be subject to this Master
\nConfirmation. This Master Confirmation and each Supplemental Confirmation
\ntogether shall constitute a “Confirmation” as referred to in the Agreement
\nspecified below.<\/p>\n<\/p>\n

The definitions and provisions contained in the 2002 ISDA Equity Derivatives
\nDefinitions (the “Equity Definitions<\/strong>“), as published by the
\nInternational Swaps and Derivatives Association, Inc., are incorporated into
\nthis Master Confirmation. This Master Confirmation and each Supplemental
\nConfirmation evidence a complete binding agreement between Counterparty and
\nGS&Co. as to the subject matter and terms of each Transaction to which this
\nMaster Confirmation and such Supplemental Confirmation relate and shall
\nsupersede all prior or contemporaneous written or oral communications with
\nrespect thereto.<\/p>\n<\/p>\n

This Master Confirmation and each Supplemental Confirmation supplement, form
\na part of, and are subject to an agreement in the form of the 1992 ISDA Master
\nAgreement (Multicurrency-Cross Border) (the “Agreement<\/strong>“) as if
\nGS&Co. and Counterparty had executed the Agreement on the date of this
\nMaster Confirmation (but without any Schedule except for (i) the election of
\nLoss and Second Method, New York law (without reference to its choice of laws
\ndoctrine other than Title 14 of Article 5 of the New York General Obligations
\nLaw) as the governing law and US Dollars (“USD<\/strong>“) as the
\nTermination Currency, (ii) the election that subparagraph (ii) of Section 2(c)
\nwill not apply to the Transactions, (iii) the election that the “Cross Default”
\nprovisions of Section 5(a)(vi) shall apply to Counterparty and to GS&Co.,
\nwith a “Threshold Amount” of USD 50 million, provided that (x) the words “, or
\nbecoming capable at such time of being declared,” shall be deleted from such
\nSection 5(a)(vi) and (y) the following language shall be added to the end of
\nsuch Section 5(a)(vi): “Notwithstanding the foregoing, a default under
\nsubsection (2) hereof shall not constitute an Event of Default if (i) the
\ndefault was caused solely by error or omission of an administrative or
\noperational nature; (ii) funds were available to enable the party to make the
\npayment when due; and (iii) the payment is made within two Local Business Days
\nof such party’s receipt of written notice of its failure to pay.”), (iv) the
\ndesignation of the General Guarantee Agreement dated January 30, 2006 made by
\nThe Goldman Sachs Group, Inc. (“GS Group”) in favor of each person to whom
\nGS&Co. may owe any Obligations (as defined in the General Guarantee
\nAgreement) and filed as Exhibit 10.45 to GS Group’s Form 10-K for the fiscal
\nyear ended November 25, 2005 and any successor guarantee by GS Group in favor of
\neach person to whom GS&Co. may owe any Obligations (as defined in the
\nGeneral Guarantee Agreement) as a Credit Support Document under the Agreement
\nand (v) the designation of GS Group as a Credit Support Provider in relation to
\nGS&Co. under the Agreement.<\/p>\n<\/p>\n

The Transactions shall be the sole Transactions under the Agreement. If there
\nexists any ISDA Master Agreement between GS&Co. and Counterparty or any
\nconfirmation or other agreement between GS&Co. and Counterparty pursuant to
\nwhich an ISDA Master Agreement is deemed to exist between GS&Co. and
\nCounterparty, then notwithstanding anything to the contrary in such ISDA Master
\nAgreement, such confirmation or agreement or any other agreement to which
\nGS&Co. and Counterparty are parties, the Transactions shall not be
\nconsidered Transactions under, or otherwise governed by, such existing or deemed
\nISDA Master Agreement. For purposes of the ISDA Master Agreement, Part 1(e) of
\nthe Schedule with respect to Automatic Early Termination shall not apply to
\neither party.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

All provisions contained or incorporated by reference in the Agreement shall
\ngovern this Master Confirmation and each Supplemental Confirmation except as
\nexpressly modified herein or in the related Supplemental Confirmation.<\/p>\n<\/p>\n<\/p>\n

If, in relation to any Transaction to which this Master Confirmation and a
\nSupplemental Confirmation relate, there is any inconsistency between the
\nAgreement, this Master Confirmation, any Supplemental Confirmation and the
\nEquity Definitions, the following will prevail for purposes of such Transaction
\nin the order of precedence indicated: (i) such Supplemental Confirmation; (ii)
\nthis Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.\n<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

1.<\/p>\n<\/td>\n

\n

Each Transaction constitutes a Share Forward Transaction for the purposes of
\nthe Equity Definitions. Set forth below are the terms and conditions that,
\ntogether with the terms and conditions set forth in the Supplemental
\nConfirmation relating to any Transaction, shall govern such Transaction.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

General Terms:<\/p>\n<\/p>\n

Trade Date: For each Transaction, as set forth in the related Supplemental
\nConfirmation.<\/p>\n<\/p>\n

Buyer: Counterparty<\/p>\n<\/p>\n

Seller: GS&Co.<\/p>\n<\/p>\n

Shares: Common stock, par value $0.01 per share, of Counterparty (Ticker:
\nPLT)<\/p>\n<\/p>\n

Exchange: New York Stock Exchange<\/p>\n<\/p>\n

Related Exchange(s): All Exchanges in the United States on which the
\nequity-linked securities of Counterparty or options or futures or other
\nderivatives relating to the Shares are traded.<\/p>\n<\/p>\n

Prepayment\\Variable<\/p>\n<\/p>\n

Obligation: Applicable<\/p>\n<\/p>\n<\/p>\n

Prepayment Amount: For each Transaction, as set forth in the related
\nSupplemental Confirmation.<\/p>\n<\/p>\n

Prepayment Date: For each Transaction, as set forth in the related
\nSupplemental Confirmation.<\/p>\n<\/p>\n

Valuation:<\/p>\n<\/p>\n

VWAP Price: For any Exchange Business Day, as determined by the Calculation
\nAgent based on the New York 10b-18 Volume Weighted Average Price per Share for
\nthe regular trading session (including any extensions thereof) of the Exchange
\non such Exchange Business Day (without regard to pre-open or after hours trading
\noutside of such regular trading session for such Exchange Business Day), as
\npublished by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the
\nend of any extension of the regular trading session) on such Exchange Business
\nDay, on Bloomberg page “PLT.N <Equity> AQR_SEC” (or any successor
\nthereto), or if such price is not so reported on such Exchange Business Day for
\nany reason or is, in the Calculation Agent’s reasonable discretion, erroneous,
\nsuch VWAP Price shall be as reasonably determined by the Calculation Agent. For
\npurposes of calculating the VWAP Price, the Calculation Agent will include only
\nthose trades that are reported during the period of time during which
\nCounterparty could purchase its own shares under Rule 10b-18(b)(2) and are
\neffected pursuant to the conditions of Rule 10b-18(b)(3), each under the
\nSecurities Exchange Act of 1934, as amended (the “Exchange
\nAct<\/strong>“) (such trades, “Rule 10b-18 eligible
\ntransactions<\/strong>“).<\/p>\n<\/p>\n

Forward Price: The average of the VWAP Prices for the Exchange Business Days
\nin the Calculation Period, subject to “Valuation Disruption” below.<\/p>\n<\/p>\n

Forward Price<\/p>\n<\/p>\n

Adjustment Amount: For each Transaction, as set forth in the related
\nSupplemental Confirmation.<\/p>\n<\/p>\n

Calculation Period: The period from and including the Calculation Period
\nStart Date to and including the Termination Date.<\/p>\n<\/p>\n

Calculation Period Start Date: For each Transaction, as set forth in the
\nrelated Supplemental Confirmation.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Termination Date: The Scheduled Termination Date; provided<\/em> that
\nGS&Co. shall have the right to designate any Exchange Business Day on or
\nafter the First Acceleration Date to be the Termination Date (the
\n“Accelerated Termination Date<\/strong>“) by delivering notice to
\nCounterparty of any such designation prior to 11:59 p.m. New York City time on
\nthe Exchange Business Day immediately following the designated Accelerated
\nTermination Date.<\/p>\n<\/p>\n

Scheduled Termination Date: For each Transaction, as set forth in the related
\nSupplemental Confirmation, subject to postponement as provided in “Valuation
\nDisruption” below; provided<\/em>, that in no event shall the Schedule
\nTermination Date be postponed to a date later than the Final Termination Date
\nset forth in the related Supplemental Confirmation, unless a longer postponement
\nis appropriate in light of market liquidity or, upon advice of outside counsel,
\nin light of regulatory considerations.<\/p>\n<\/p>\n

First Acceleration Date: For each Transaction, as set forth in the related
\nSupplemental Confirmation.<\/p>\n<\/p>\n

Valuation Disruption: The definition of “Market Disruption Event” in Section
\n6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any
\ntime during the one-hour period that ends at the relevant Valuation Time, Latest
\nExercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case
\nmay be” and inserting the words “at any time on any Scheduled Trading Day during
\nthe Calculation Period or Settlement Valuation Period” after the word
\n“material,” in the third line thereof.<\/p>\n<\/p>\n

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the
\nremainder of the provision following the term “Scheduled Closing Time” in the
\nfourth line thereof.<\/p>\n<\/p>\n

Notwithstanding anything to the contrary in the Equity Definitions, to the
\nextent that a Disrupted Day occurs (i) in the Calculation Period, the
\nCalculation Agent may, in its good faith and commercially reasonable discretion,
\npostpone the Scheduled Termination Date, or (ii) in the Settlement Valuation
\nPeriod, the Calculation Agent may extend the Settlement Valuation Period;
\nprovided<\/em>, that in no event shall the Scheduled Termination Date be
\npostponed to a date later than the Final Termination Date set forth in the
\nrelated Supplemental Confirmation, unless a longer postponement is appropriate
\nin light of market liquidity or, upon advice of outside counsel, in light of
\nregulatory considerations. If any such Disrupted Day is a Disrupted Day because
\nof a Market Disruption Event (or a deemed Market Disruption Event as provided
\nherein), the Calculation Agent shall reasonably determine whether (i) such
\nDisrupted Day is a Disrupted Day in full, in which case the VWAP Price for such
\nDisrupted Day shall not be included for purposes of determining the Forward
\nPrice or the Settlement Price, as the case may be, or (ii) such Disrupted Day is
\na Disrupted Day only in part, in which case the VWAP Price for such Disrupted
\nDay shall be determined by the Calculation Agent based on Rule 10b-18 eligible
\ntransactions in the Shares on such Disrupted Day effected before the relevant
\nMarket Disruption Event occurred and\/or after the relevant Market Disruption
\nEvent ended, and the weighting of the VWAP Price for the relevant Exchange
\nBusiness Days during the Calculation Period or the Settlement Valuation Period
\n(as defined in Annex A to this Master Agreement), as the case may be, shall be
\nadjusted in a commercially reasonable manner by the Calculation Agent for
\npurposes of determining the Forward Price or the Settlement Price, as the case
\nmay be, with such adjustments based on, among other factors, the duration of any
\nMarket Disruption Event and the volume, historical trading patterns and price of
\nthe Shares. Any Scheduled Trading Day on which the Exchange is scheduled to
\nclose prior to its normal close of trading shall be deemed to be a Disrupted Day
\nin full.<\/p>\n<\/p>\n

If a Disrupted Day occurs during the Calculation Period or the Settlement
\nValuation Period, as the case may be, and each of the nine immediately following
\nScheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its
\ngood faith and commercially reasonable discretion, may deem such ninth Scheduled
\nTrading Day to be an Exchange Business Day that is not a Disrupted Day and
\ndetermine the VWAP Price for such ninth Scheduled Trading Day using its good
\nfaith estimate of the value of the Shares on such ninth Scheduled Trading Day
\nbased on the volume, historical trading patterns and price of the Shares and
\nsuch other factors as it deems appropriate.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Settlement Terms:<\/p>\n<\/p>\n

Settlement Procedures: If the Number of Shares to be Delivered is positive,
\nPhysical Settlement shall be applicable; provided<\/em> that GS&Co. does
\nnot, and shall not, make the agreement or the representations set forth in
\nSection 9.11 of the Equity Definitions related to the restrictions imposed by
\napplicable securities laws with respect to any Shares delivered by GS&Co. to
\nCounterparty under any Transaction. If the Number of Shares to be Delivered is
\nnegative, then the Counterparty Settlement Provisions in Annex A shall apply.\n<\/p>\n<\/p>\n

Number of Shares<\/p>\n<\/p>\n

to be Delivered: A number of Shares equal to (x)(a) the Prepayment Amount
\ndivided by<\/em> (b)(i) the Forward Price minus<\/em> (ii) the Forward
\nPrice Adjustment Amount minus <\/em>(y) the number of Initial Shares.<\/p>\n<\/p>\n<\/p>\n

Excess Dividend Amount: For the avoidance of doubt, all references to the
\nExcess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity
\nDefinitions.<\/p>\n<\/p>\n

Settlement Date: If the Number of Shares to be Delivered is positive, the
\ndate that is one Settlement Cycle immediately following the Termination Date.\n<\/p>\n<\/p>\n

Settlement Currency: USD<\/p>\n<\/p>\n

Initial Share Delivery: GS&Co. shall deliver a number of Shares equal to
\nthe Initial Shares to Counterparty on the Initial Share Delivery Date in
\naccordance with Section 9.4 of the Equity Definitions, with the Initial Share
\nDelivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.\n<\/p>\n<\/p>\n<\/p>\n

Initial Share Delivery Date: For each Transaction, as set forth in the
\nrelated Supplemental Confirmation.<\/p>\n<\/p>\n<\/p>\n

Initial Shares: For each Transaction, as set forth in the related
\nSupplemental Confirmation.<\/p>\n<\/p>\n<\/p>\n

Share Adjustments:<\/p>\n<\/p>\n

Potential Adjustment Event: Notwithstanding anything to the contrary in
\nSection 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not
\nconstitute a Potential Adjustment Event. For the avoidance of doubt, the
\ndeclaration and payment by the Counterparty of any Ordinary Dividend Amount
\nshall not constitute a Potential Adjustment Event under this Master
\nConfirmation. The parties agree that open market Share repurchases at prevailing
\nmarket prices, repurchases of Shares by Counterparty pursuant to the
\nCounterparty’s stock repurchase plans or accelerated share repurchases including
\nany Transactions, forward contracts or similar transactions on customary terms
\n(including without limitation any discount to average VWAP prices) shall not be
\nconsidered Potential Adjustment Events. For the avoidance of doubt, the parties
\nacknowledge that (i) repurchases of Shares by Counterparty that constitute a
\nTender Offer will give rise to the consequences described opposite “Consequences
\nof Tender Offers” below and (ii) if any repurchases of Shares by Counterparty
\ngive rise to a postponement of the Scheduled Termination Date for any
\nTransaction pursuant to “Valuation Disruption” above, the consequences described
\nin the immediately succeeding paragraph shall apply.<\/p>\n<\/p>\n

It shall constitute an additional Potential Adjustment Event if the Scheduled
\nTermination Date for any Transaction is postponed pursuant to “Valuation
\nDisruption” above or if any postponement of the Scheduled Termination Date is
\nlimited by the proviso to the definition of “Schedule Termination Date” above or
\nthe proviso in the third paragraph of “Valuation Disruption” above, in which
\ncase the Calculation Agent may, in its commercially reasonable discretion,
\nadjust any relevant terms of any such Transaction as necessary to preserve as
\nnearly as practicable the fair value of such Transaction (from GS&Co.’s side
\nof the market) prior to such postponement or limitation.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

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

Ordinary Dividend Amount: For each Transaction, as set forth in the related
\nSupplemental Confirmation<\/p>\n<\/p>\n

Method of Adjustment: Calculation Agent Adjustment<\/p>\n<\/p>\n

Early Ordinary Dividend<\/p>\n<\/p>\n

Payment: If an ex-dividend date for any Dividend that is not an Extraordinary
\nDividend occurs during any calendar quarter occurring (in whole or in part)
\nduring the Relevant Period (as defined below) and is prior to the Scheduled
\nEx-Dividend Date for such calendar quarter, the Calculation Agent shall make
\nsuch adjustment to the exercise, settlement, payment or any other terms of the
\nrelevant Transaction as the Calculation Agent determines in good faith and in a
\ncommercially reasonable manner is appropriate to account for the economic effect
\non the Transaction of such event (provided<\/em> that no such adjustment
\nshall be made pursuant to this adjustment provision to account solely for
\nchanges in volatility, stock loan rate or liquidity relevant to the Shares or
\nthe Transaction).<\/p>\n<\/p>\n

Scheduled Ex-Dividend<\/p>\n<\/p>\n

Dates: For each Transaction for each calendar quarter, as set forth in the
\nrelated Supplemental Confirmation<\/p>\n<\/p>\n

Extraordinary Events:<\/p>\n<\/p>\n<\/p>\n

Consequences of<\/p>\n<\/p>\n

Merger Events:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Share-for-Share: Modified Calculation Agent Adjustment<\/p>\n<\/p>\n

(b) Share-for-Other: Cancellation and Payment<\/p>\n<\/p>\n

(c) Share-for-Combined: Component Adjustment<\/p>\n<\/p>\n<\/p>\n

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

Consequences of<\/p>\n<\/p>\n

Tender Offers:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a) Share-for-Share: Modified Calculation Agent Adjustment or Cancellation
\nand Payment, at the election of GS&Co.<\/p>\n<\/p>\n

(b) Share-for-Other: Modified Calculation Agent Adjustment or Cancellation
\nand Payment, at the election of GS&Co.<\/p>\n<\/p>\n<\/p>\n

(a) Share-for-Combined: Modified Calculation Agent Adjustment or Cancellation
\nand Payment, at the election of GS&Co.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Nationalization,<\/p>\n<\/p>\n

Insolvency or Delisting: Cancellation and Payment; provided<\/em> that in
\naddition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it
\nshall also constitute a Delisting if the Exchange is located in the United
\nStates and the Shares are not immediately re-listed, re-traded or re-quoted on
\nany of the New York Stock Exchange, the American Stock Exchange, The NASDAQ
\nGlobal Select Market or The NASDAQ Global Market (or their respective
\nsuccessors); if the Shares are immediately re-listed, re-traded or re-quoted on
\nany such exchange or quotation system, such exchange or quotation system shall
\nbe deemed to be the Exchange.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Additional Disruption Events:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Change in Law: Applicable; provided<\/em> that Section 12.9(a)(ii) of the
\nEquity Definitions is hereby amended by (i) replacing the phrase “the
\ninterpretation” in the third line thereof with the phrase “, or public
\nannouncement of, the formal or informal interpretation”, (ii) by replacing the
\nword “Shares” where it appears in clause (X) thereof with the words “Hedge
\nPosition” and (iii) by immediately following the word “Transaction” in clause
\n(X) thereof, adding the phrase “in the manner contemplated by the Hedging Party
\non the Trade Date”; provided further<\/em> that (i) any determination as to
\nwhether (A) the adoption of or any change in any applicable law or regulation
\n(including, for the avoidance of doubt and without limitation, (x) any tax law
\nor (y) adoption or promulgation of new regulations authorized or mandated by
\nexisting statute) or (B) the promulgation of or any change in the interpretation
\nby any court, tribunal or regulatory authority with competent jurisdiction of
\nany applicable law or regulation (including any action taken by a taxing
\nauthority), in each case, constitutes a “Change in Law” shall be made without
\nregard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer
\nProtection Act of 2010 or any similar legal certainty provision in any
\nlegislation enacted, or rule or regulation promulgated, on or after the Trade
\nDate, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended
\nby replacing the parenthetical beginning after the word “regulation” in the
\nsecond line thereof the words “(including, for the avoidance of doubt and
\nwithout limitation, (x) any tax law or (y) adoption or promulgation of new
\nregulations authorized or mandated by existing statute)”.<\/p>\n<\/p>\n<\/p>\n

Failure to Deliver: Applicable<\/p>\n<\/p>\n<\/p>\n

Insolvency Filing: Applicable<\/p>\n<\/p>\n<\/p>\n

Loss of Stock Borrow: Applicable<\/p>\n<\/p>\n<\/p>\n

Maximum Stock Loan Rate: *** Certain information in this Agreement has been
\nomitted and filed separately with the Securities and Exchange Commission.
\nConfidential treatment has been requested with respect to the omitted portions.\n<\/p>\n<\/p>\n<\/p>\n

Increased Cost of Stock Borrow: Applicable<\/p>\n<\/p>\n<\/p>\n

Initial Stock Loan Rate: 50 basis points per annum<\/p>\n<\/p>\n<\/p>\n

Determining Party: GS&Co. for all events<\/p>\n<\/p>\n<\/p>\n

Hedging Party: GS&Co. for all events<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Additional Termination Event(s): Subject to Sections 14 and 15 of this Master
\nConfirmation, notwithstanding anything to the contrary in the Equity
\nDefinitions, if, as a result of an Extraordinary Event, any Transaction would be
\ncancelled or terminated (whether in whole or in part) pursuant to Article 12 of
\nthe Equity Definitions, an Additional Termination Event (with such terminated
\nTransaction(s) (or portions thereof) being the Affected Transaction(s) and
\nCounterparty being the sole Affected Party) shall be deemed to occur, and, in
\nlieu of Sections 12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the
\nAgreement shall apply to such Affected Transaction(s).<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend
\ndate for which occurs or is scheduled to occur during the Relevant Dividend
\nPeriod, will constitute an Additional Termination Event, with Counterparty as
\nthe sole Affected Party and all Transactions hereunder as the Affected
\nTransactions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Relevant Dividend Period: The period from and including the Calculation
\nPeriod Start Date to and including the Relevant Dividend Period End Date.<\/p>\n<\/p>\n<\/p>\n

Relevant Dividend Period<\/p>\n<\/p>\n

End Date: If the Number of Shares to be Delivered is negative, the last day
\nof the Settlement Valuation Period; otherwise, the Termination Date.<\/p>\n<\/p>\n<\/p>\n

Non-Reliance\/Agreements and<\/p>\n<\/p>\n

Acknowledgements Regarding<\/p>\n<\/p>\n

Hedging Activities\/Additional<\/p>\n<\/p>\n

Acknowledgements: Applicable<\/p>\n<\/p>\n<\/p>\n

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

GS&Co. Payment Instructions: *** Certain information in this Agreement
\nhas been omitted and filed separately with the Securities and Exchange
\nCommission. Confidential treatment has been requested with respect to the
\nomitted portions.<\/p>\n<\/p>\n<\/p>\n

Counterparty’s Contact Details<\/p>\n<\/p>\n

for Purpose of Giving Notice: Plantronics, Inc<\/p>\n<\/p>\n

345 Encinal Street<\/p>\n<\/p>\n

Santa Cruz, CA 95060<\/p>\n<\/p>\n

Attention: Barbara V. Scherer<\/p>\n<\/p>\n

Sr. VP Finance and Administration & CFO<\/p>\n<\/p>\n

Telephone: +1-831-458-4434<\/p>\n<\/p>\n

Facsimile: +1-831-426-2965<\/p>\n<\/p>\n

Email: barbara.scherer@plantronics.com<\/p>\n<\/p>\n<\/p>\n

With a copy to:<\/p>\n<\/p>\n<\/p>\n

Attention: Richard R. Pickard<\/p>\n<\/p>\n

VP Legal, General Counsel & Secretary<\/p>\n<\/p>\n

Telephone: +1-831-458-7847<\/p>\n<\/p>\n

Facsimile: +1-831-426-2965<\/p>\n<\/p>\n

Email: rich.pickard@plantronics.com<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

GS&Co.’s Contact Details for<\/p>\n<\/p>\n

Purpose of Giving Notice: Goldman, Sachs & Co.<\/p>\n<\/p>\n

200 West Street<\/p>\n<\/p>\n

New York, NY 10282-2198<\/p>\n<\/p>\n

Attention: Serge Marquie, Equity Capital Markets<\/p>\n<\/p>\n

Telephone: 212-902-9779<\/p>\n<\/p>\n

Facsimile: 917-977-4253<\/p>\n<\/p>\n

Email: serge.marquie@gs.com<\/p>\n<\/p>\n<\/p>\n

With a copy to:<\/p>\n<\/p>\n<\/p>\n

Attention: Michael Voris, Equity Capital Markets<\/p>\n<\/p>\n

Equity Capital Markets<\/p>\n<\/p>\n

Telephone: +1-212-902-4895<\/p>\n<\/p>\n

Facsimile: +1-212-291-5027<\/p>\n<\/p>\n

Email: michael.voris@gs.com<\/p>\n<\/p>\n<\/p>\n

And email notification to the following address:<\/p>\n<\/p>\n

Eq-derivs-notifications@am.ibd.gs.com<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

\n

Calculation Agent. GS&Co. All determinations made by the Calculation
\nAgent shall be made in good faith and in a commercially reasonable manner.
\nFollowing any calculation by the Calculation Agent hereunder, upon a prior
\nwritten request (a “Calculation Information Request”) by the Counterparty, the
\nCalculation Agent will provide to the Counterparty by email to the email address
\nprovided by the Counterparty in such Calculation Information Request a report
\n(in a commonly used file format for the storage and manipulation of financial
\ndata) displaying in reasonable detail the basis for such calculation,
\nprovided<\/em> that in no event shall GS&Co. be required to provide (i)
\ninformation that GS&Co. has an obligation to keep confidential or (ii)
\nproprietary models.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

3.Additional Mutual Representations, Warranties and Covenants of Each
\nParty<\/u>. In addition to the representations, warranties and covenants in the
\nAgreement, each party represents, warrants and covenants to the other party
\nthat:<\/p>\n<\/p>\n<\/p>\n

(a)Eligible Contract Participant<\/u>. It is an “eligible contract
\nparticipant”, as defined in the U.S. Commodity Exchange Act (as amended), and is
\nentering into each Transaction hereunder as principal (and not as agent or in
\nany other capacity, fiduciary or otherwise) and not for the benefit of any third
\nparty.<\/p>\n<\/p>\n<\/p>\n

(b)Accredited Investor<\/u>. Each party acknowledges that the offer and
\nsale of each Transaction to it is intended to be exempt from registration under
\nthe Securities Act of 1933, as amended (the “Securities Act<\/strong>“),
\nby virtue of Section 4(2) thereof. Accordingly, each party represents and
\nwarrants to the other that (i) it has the financial ability to bear the economic
\nrisk of its investment in each Transaction and is able to bear a total loss of
\nits investment, (ii) it is an “accredited investor” as that term is defined
\nunder Regulation D under the Securities Act and (iii) the disposition of each
\nTransaction is restricted under this Master Confirmation, the Securities Act and
\nstate securities laws.<\/p>\n<\/p>\n<\/p>\n

4.Additional Representations, Warranties and Covenants of
\nCounterparty<\/u>. In addition to the representations, warranties and covenants
\nin the Agreement, Counterparty represents, warrants and covenants to GS&Co.
\nthat:<\/p>\n<\/p>\n

(a) The purchase or writing of each Transaction and the transactions
\ncontemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Exchange
\nAct.<\/p>\n<\/p>\n

(b) It is not entering into any Transaction (i) on the basis of, and is not
\naware of, any material non-public information with respect to the Shares (ii) in
\nanticipation of, in connection with, or to facilitate, a distribution of its
\nsecurities, a self tender offer or a third-party tender offer or (iii) to create
\nactual or apparent trading activity in the Shares (or any security convertible
\ninto or exchangeable for the Shares) or to raise or depress the price of the
\nShares (or any security convertible into or exchangeable for the Shares) for the
\npurpose of inducing the purchase or sale of such security by others.<\/p>\n<\/p>\n

(c) Each Transaction is being entered into pursuant to a publicly disclosed
\nShare buy-back program and its Board of Directors has approved the use of the
\nTransactions to effect the Share buy-back program.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

(d) Without limiting the generality of Section 13.1 of the Equity
\nDefinitions, Counterparty acknowledges that neither GS&Co. nor any of its
\naffiliates is making any representations or warranties or taking any position or
\nexpressing any view with respect to the treatment of any Transaction under any
\naccounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815,
\nDerivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from
\nEquity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own
\nEquity.<\/p>\n<\/p>\n

(e) As of (i) the date hereof and (ii) the Trade Date for each Transaction
\nhereunder, Counterparty is in compliance with its reporting obligations under
\nthe Exchange Act and its most recent Annual Report on Form 10-K, together with
\nall reports subsequently filed by it pursuant to the Exchange Act, taken
\ntogether and as amended and supplemented to the date of this representation, do
\nnot, as of their respective filing dates, contain any untrue statement of a
\nmaterial fact or omit to state any material fact required to be stated therein
\nor necessary to make the statements therein, in the light of the circumstances
\nunder which they were made, not misleading;<\/p>\n<\/p>\n

(f) Counterparty shall report each Transaction as required under the Exchange
\nAct and the rules and regulations thereunder.<\/p>\n<\/p>\n

(g) The Shares are not, and Counterparty will not cause the Shares to be,
\nsubject to a “restricted period” (as defined in Regulation M promulgated under
\nthe Exchange Act) (other than activities excepted from Regulation M by reason of
\nRules 101(b) or (c) or 102(b), (c) or (d) under the Exchange Act) at any time
\nduring any Regulation M Period (as defined below) for any Transaction unless
\nCounterparty has provided written notice to GS&Co. of such restricted period
\nnot later than the Scheduled Trading Day immediately preceding the first day of
\nsuch “restricted period”; Counterparty acknowledges that any such notice may
\ncause a Disrupted Day to occur pursuant to Section 5 below; accordingly,
\nCounterparty acknowledges that its delivery of such notice must comply with the
\nstandards set forth in Section 6 below; “Regulation M Period”<\/strong>
\nmeans, for any Transaction, (i) the Relevant Period (as defined below) and (ii)
\nthe Settlement Valuation Period, if any, for such Transaction.
\n“Relevant Period<\/strong>” means, for any Transaction, the period
\ncommencing on the Calculation Period Start Date for such Transaction and ending
\non the earlier of (i) the Scheduled Termination Date and (ii) the last
\nAdditional Relevant Day (as specified in the related Supplemental Confirmation)
\nfor such Transaction, or such earlier day as elected by GS&Co. and
\ncommunicated to Counterparty on such day (or, if later, the First Acceleration
\nDate without regard to any acceleration thereof pursuant to “Special Provisions
\nfor Acquisition Transaction Announcements” below).<\/p>\n<\/p>\n<\/p>\n

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

(i) Counterparty is not and, after giving effect to any Transaction, will not
\nbe, required to register as an “investment company” as such term is defined in
\nthe Investment Company Act of 1940, as amended.<\/p>\n<\/p>\n

(j) Counterparty has not and will not enter into agreements similar to the
\nTransactions described herein where any initial hedge period, calculation
\nperiod, relevant period or settlement valuation period (each however defined) in
\nsuch other transaction will overlap at any time (including as a result of
\nextensions in such initial hedge period, calculation period, relevant period or
\nsettlement valuation period as provided in the relevant agreements) with any
\nRelevant Period or, if applicable, any Settlement Valuation Period under this
\nMaster Confirmation. In the event that the initial hedge period, relevant
\nperiod, calculation period or settlement valuation period in any other similar
\ntransaction overlaps with any Relevant Period or, if applicable, Settlement
\nValuation Period under this Master Confirmation as a result of any postponement
\nof the Scheduled Termination Date or extension of the Settlement Valuation
\nPeriod pursuant to “Valuation Disruption” above, Counterparty shall promptly
\namend such transaction to avoid any such overlap.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

\n

Regulatory Disruption<\/u>. In the event that GS&Co. concludes, in its
\ncommercially reasonable discretion, that it is appropriate with respect to any
\nlegal, regulatory or self-regulatory requirements or related policies and
\nprocedures (whether or not such requirements, policies or procedures are imposed
\nby law or have been voluntarily adopted by GS&Co., provided that such
\nrequirements, policies or procedures are applied generally by GS&Co. in the
\nrelevant business), for it to refrain from or decrease any market activity on
\nany Scheduled Trading Day or Days during the Calculation Period or, if
\napplicable, the Settlement Valuation Period, GS&Co. may by written notice to
\nCounterparty elect to deem that a Market Disruption Event has occurred and will
\nbe continuing on such Scheduled Trading Day or Days.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

6.10b5-1 Plan<\/u>. Counterparty represents, warrants and covenants to
\nGS&Co. that:<\/p>\n<\/p>\n

(a) Counterparty is entering into this Master Confirmation and each
\nTransaction hereunder in good faith and not as part of a plan or scheme to evade
\nthe prohibitions of Rule 10b5-1 under the Exchange Act (“Rule
\n10b5-1<\/strong>“) or any other antifraud or anti-manipulation provisions of the
\nfederal or applicable state securities laws and that it has not entered into or
\naltered and will not enter into or alter any corresponding or hedging
\ntransaction or position with respect to the Shares. Counterparty acknowledges
\nthat it is the intent of the parties that each Transaction entered into under
\nthis Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A)
\nand (B) of Rule 10b5-1 and each Transaction entered into under this Master
\nConfirmation shall be interpreted to comply with the requirements of Rule
\n10b5-1(c).<\/p>\n<\/p>\n

(b) Counterparty will not seek to control or influence GS&Co.’s decision
\nto make any “purchases or sales” (within the meaning of Rule
\n10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master
\nConfirmation, including, without limitation, GS&Co.’s decision to enter into
\nany hedging transactions. Counterparty represents and warrants that it has
\nconsulted with its own advisors as to the legal aspects of its adoption and
\nimplementation of this Master Confirmation and each Supplemental Confirmation
\nunder Rule 10b5-1.<\/p>\n<\/p>\n

(c) Counterparty acknowledges and agrees that any amendment, modification,
\nwaiver or termination of this Master Confirmation or the relevant Supplemental
\nConfirmation must be effected in accordance with the requirements for the
\namendment or termination of a “plan” as defined in Rule 10b5-1(c). Without
\nlimiting the generality of the foregoing, any such amendment, modification,
\nwaiver or termination shall be made in good faith and not as part of a plan or
\nscheme to evade the prohibitions of Rule 10b-5, and no such amendment,
\nmodification or waiver shall be made at any time at which Counterparty or any
\nofficer, director, manager or similar person of Counterparty is aware of any
\nmaterial non-public information regarding Counterparty or the Shares.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

7.<\/p>\n<\/td>\n

\n

Counterparty Purchases<\/u>. Counterparty (or any “affiliated purchaser” as
\ndefined in Rule 10b-18 under the Exchange Act (“Rule 10b-18<\/strong>“))
\nshall not, without the prior written consent of GS&Co., directly or
\nindirectly purchase any Shares (including by means of a derivative instrument),
\nlisted contracts on the Shares or securities that are convertible into, or
\nexchangeable or exercisable for Shares (including, without limitation, any Rule
\n10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant
\nPeriod or, if applicable, Settlement Valuation Period, except through GS&Co
\nor as provided in the relevant Supplemental Confirmation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

8.Special Provisions for Merger Transactions<\/u>. Notwithstanding anything
\nto the contrary herein or in the Equity Definitions:<\/p>\n<\/p>\n<\/p>\n

(a) Counterparty agrees that it:<\/p>\n<\/p>\n<\/p>\n

(i)will not during the period commencing on the Trade Date through the end of
\nthe Relevant Period or, if applicable, the Settlement Valuation Period for any
\nTransaction, make, or permit to be made, any public announcement (as defined in
\nRule 165(f) under the Securities Act) of any Merger Transaction or potential
\nMerger Transaction unless such public announcement is made prior to the opening
\nor after the close of the regular trading session on the Exchange for the
\nShares;<\/p>\n<\/p>\n<\/p>\n

(ii)shall promptly (but in any event prior to the next opening of the regular
\ntrading session on the Exchange) notify GS&Co. following any such
\nannouncement that such announcement has been made; and<\/p>\n<\/p>\n<\/p>\n

(iii)shall promptly (but in any event prior to the next opening of the
\nregular trading session on the Exchange) provide GS&Co. with written notice
\nspecifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in
\nRule 10b-18) during the three full calendar months immediately preceding the
\nannouncement date that were not effected through GS&Co. or its affiliates
\nand (ii) the number of Shares purchased pursuant to the proviso in Rule
\n10b-18(b)(4) under the Exchange Act for the three full calendar months preceding
\nthe announcement date. Such written notice shall be deemed to be a certification
\nby Counterparty to GS&Co. that such information is true and correct. In
\naddition, Counterparty shall promptly notify GS&Co. of the earlier to occur
\nof the completion of such transaction and the completion of the vote by target
\nshareholders to approve or disapprove such transaction. Counterparty
\nacknowledges that any such notice may cause the terms of any Transaction to be
\nadjusted or such Transaction to be terminated pursuant to the provisions set
\nforth in this Master Confirmation; accordingly, Counterparty acknowledges that
\nits delivery of such notice must comply with the standards set forth in Section
\n6 above.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

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

“Merger Transaction<\/strong>” means any merger, acquisition or
\nsimilar transaction involving a recapitalization as contemplated by Rule
\n10b-18(a)(13)(iv) under the Exchange Act.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

9.<\/p>\n<\/td>\n

\n

Special Provisions for Acquisition Transaction Announcements<\/u>. (a) If
\nan Acquisition Transaction Announcement occurs on or prior to the Settlement
\nDate for any Transaction, then the Number of Shares to be Delivered for such
\nTransaction shall be determined as if clause (x)(b) of the definition thereof
\nwere replaced with “(b) the Forward Price.” If an Acquisition Transaction
\nAnnouncement occurs after the Trade Date, but prior to the First Acceleration
\nDate of any Transaction, the First Acceleration Date shall be the date of such
\nAcquisition Transaction Announcement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(b) “Acquisition Transaction Announcement<\/strong>” means (i) the
\nannouncement of an Acquisition Transaction, (ii) an announcement that
\nCounterparty or any of its subsidiaries has entered into an agreement, a letter
\nof intent or an understanding designed to result in an Acquisition Transaction,
\n(iii) the announcement of the intention to solicit or enter into, or to explore
\nstrategic alternatives or other similar undertaking that may include, an
\nAcquisition Transaction or (iv) any other announcement that in the reasonable
\njudgment of the Calculation Agent is reasonably likely to result in an
\nAcquisition Transaction. For the avoidance of doubt, announcements as used in
\nthe definition of Acquisition Transaction Announcement refer to any public
\nannouncement whether made by the Issuer or a third party.<\/p>\n<\/p>\n<\/p>\n

(c) “Acquisition Transaction<\/strong>” means (i) any Merger Event
\n(for purposes of this definition the definition of Merger Event shall be read
\nwith the references therein to “100%” being replaced by “19.9%” and to “50%” by
\n“75%” and without reference to the clause beginning immediately following the
\ndefinition of Reverse Merger therein to the end of such definition), Tender
\nOffer or Merger Transaction or any other transaction involving the merger of
\nCounterparty with or into any third party, (ii) the sale or transfer of all or
\nsubstantially all of the assets of Counterparty, (iii) a recapitalization,
\nreclassification, binding share exchange or other similar transaction, (iv) any
\nacquisition, lease, exchange, transfer, disposition (including by way of
\nspin-off or distribution) of assets (including any capital stock or other
\nownership interests in subsidiaries) or other similar event by Counterparty or
\nany of its subsidiaries where the aggregate consideration transferable or
\nreceivable by or to Counterparty or its subsidiaries exceeds 19.9% of the market
\ncapitalization of Counterparty and (v) any transaction in which Counterparty or
\nits board of directors has a legal obligation to make a recommendation to its
\nshareholders in respect of such transaction (whether pursuant to Rule 14e-2
\nunder the Exchange Act or otherwise).<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

10.<\/p>\n<\/td>\n

\n

Acknowledgments<\/u>. (a) The parties hereto intend for:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(i)each Transaction to be a “securities contract” as defined in Section
\n741(7) of the Bankruptcy Code, a “swap agreement” as defined in Section 101(53B)
\nof the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of
\nthe Bankruptcy Code, and the parties hereto to be entitled to the protections
\nafforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 362(b)(27),
\n362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;\n<\/p>\n<\/p>\n<\/p>\n

(ii)the Agreement to be a “master netting agreement” as defined in Section
\n101(38A) of the Bankruptcy Code;<\/p>\n<\/p>\n<\/p>\n

(iii)a party’s right to liquidate, terminate or accelerate any Transaction,
\nnet out or offset termination values or payment amounts, and to exercise any
\nother remedies upon the occurrence of any Event of Default or Termination Event
\nunder the Agreement with respect to the other party or any Extraordinary Event
\nthat results in the termination or cancellation of any Transaction to constitute
\na “contractual right” (as defined in the Bankruptcy Code); and<\/p>\n<\/p>\n<\/p>\n

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

\n

\n<\/p>\n<\/p>\n

(b) Counterparty acknowledges that:<\/p>\n<\/p>\n

(i) during the term of any Transaction, GS&Co. and its affiliates may buy
\nor sell Shares or other securities or buy or sell options or futures contracts
\nor enter into swaps or other derivative securities in order to establish, adjust
\nor unwind its hedge position with respect to such Transaction;<\/p>\n<\/p>\n

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

(iii) GS&Co. shall make its own determination as to whether, when or in
\nwhat manner any hedging or market activities in Counterparty’s securities shall
\nbe conducted and shall do so in a manner that it deems appropriate to hedge its
\nprice and market risk with respect to the Forward Price and the VWAP Price;<\/p>\n<\/p>\n

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

(v) each Transaction is a derivatives transaction in which it has granted
\nGS&Co. an option; GS&Co. may purchase shares for its own account at an
\naverage price that may be greater than, or less than, the price paid by
\nCounterparty under the terms of the related Transaction.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

11.<\/p>\n<\/td>\n

\n

No Collateral<\/u>. The parties hereto acknowledge that no Transaction
\nhereunder is secured by any collateral that would otherwise secure the
\nobligations of Counterparty herein or pursuant to the Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

12.Set-off<\/u>. (a) The parties agree to amend Section 6 of the Agreement
\nby adding a new Section 6(f) thereto as follows:<\/p>\n<\/p>\n

“(f) Upon the occurrence of an Event of Default or Termination Event with
\nrespect to a party who is the Defaulting Party or the Affected Party (“X”), the
\nother party (“Y”) will have the right (but not be obliged) without prior notice
\nto X or any other person to set-off or apply any obligation of X owed to Y (or
\nany Affiliate of Y) (whether or not matured or contingent and whether or not
\narising under the Agreement, and regardless of the currency, place of payment or
\nbooking office of the obligation) against any obligation of Y (or any Affiliate
\nof Y) owed to X (whether or not matured or contingent and whether or not arising
\nunder the Agreement, and regardless of the currency, place of payment or booking
\noffice of the obligation). Y will give notice to the other party of any set-off
\neffected under this Section 6(f).<\/p>\n<\/p>\n<\/p>\n

Amounts (or the relevant portion of such amounts) subject to set-off may be
\nconverted by Y into the Termination Currency at the rate of exchange at which
\nsuch party would be able, acting in a reasonable manner and in good faith, to
\npurchase the relevant amount of such currency. If any obligation is
\nunascertained, Y may in good faith estimate that obligation and set-off in
\nrespect of the estimate, subject to the relevant party accounting to the other
\nwhen the obligation is ascertained. Nothing in this Section 6(f) shall be
\neffective to create a charge or other security interest. This Section 6(f) shall
\nbe without prejudice and in addition to any right of set-off, combination of
\naccounts, lien or other right to which any party is at any time otherwise
\nentitled (whether by operation of law, contract or otherwise).”<\/p>\n<\/p>\n<\/p>\n

(b) Notwithstanding anything to the contrary in the foregoing, GS&Co.
\nagrees not to set off or net amounts due from Counterparty with respect to any
\nTransaction against amounts due from GS&Co. to Counterparty with respect to
\ncontracts or instruments that are not Equity Contracts. “Equity
\nContract<\/strong>” means any transaction or instrument that does not convey to
\nGS&Co. rights, or the ability to assert claims, that are senior to the
\nrights and claims of common stockholders in the event of Counterparty’s
\nbankruptcy.<\/p>\n<\/p>\n<\/p>\n

13.Delivery of Shares<\/u>. Notwithstanding anything to the contrary
\nherein, GS&Co. may, by prior notice to Counterparty, satisfy its obligation
\nto deliver any Shares or other securities on any date due (an “Original
\nDelivery Date<\/strong>“) by making separate deliveries of Shares or such
\nsecurities, as the case may be, at more than one time on or prior to such
\nOriginal Delivery Date, so long as the aggregate number of Shares and other
\nsecurities so delivered on or prior to such Original Delivery Date is equal to
\nthe number required to be delivered on such Original Delivery Date;
\nprovided<\/em>, that in no event shall any delay in delivery be longer than
\nthirty (30) Scheduled Trading Days later than the Original Delivery Date.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

14.Early Termination<\/u>. In the event that an Early Termination Date
\n(whether as a result of an Event of Default or a Termination Event) occurs or is
\ndesignated with respect to any Transaction (except as a result of a Merger Event
\nin which the consideration or proceeds to be paid to holders of Shares consists
\nsolely of cash), if either party would owe any amount to the other party
\npursuant to Section 6(d)(ii) of the Agreement (any such amount, a
\n“Payment Amount<\/strong>“), then, in lieu of any payment of such Payment
\nAmount, Counterparty may, no later than the Early Termination Date or the date
\non which such Transaction is terminated, elect to deliver or for GS&Co. to
\ndeliver, as the case may be, to the other party a number of Shares (or, in the
\ncase of a Merger Event, a number of units, each comprising the number or amount
\nof the securities or property that a hypothetical holder of one Share would
\nreceive in such Merger Event (each such unit, an “Alternative Delivery
\nUnit<\/strong>” and, the securities or property comprising such unit,
\n“Alternative Delivery Property<\/strong>“)) with a value equal to the
\nPayment Amount, as reasonably determined by the Calculation Agent (and the
\nparties agree that, in making such determination of value, the Calculation Agent
\nmay take into account a number of factors, including the market price of the
\nShares or Alternative Delivery Property on the date of early termination and, if
\nsuch delivery is made by GS&Co., the prices at which GS&Co. purchases
\nShares or Alternative Delivery Property to fulfill its delivery obligations
\nunder this Section 14); provided<\/em> that in determining the composition of
\nany Alternative Delivery Unit, if the relevant Merger Event involves a choice of
\nconsideration to be received by holders, such holder shall be deemed to have
\nelected to receive the maximum possible amount of cash. If such delivery is made
\nby Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such
\ndelivery were a settlement of the Transaction to which Net Share Settlement
\napplied, the Cash Settlement Payment Date were the Early Termination Date and
\nthe Forward Cash Settlement Amount were zero (0) minus<\/em> the Payment
\nAmount owed by Counterparty.<\/p>\n<\/p>\n<\/p>\n

15.Calculations and Payment Date upon Early Termination<\/u>. The parties
\nacknowledge and agree that in calculating Loss pursuant to Section 6 of the
\nAgreement GS&Co. may (but need not) determine losses without reference to
\nactual losses incurred but based on expected losses assuming a commercially
\nreasonable (including without limitation with regard to reasonable legal and
\nregulatory guidelines) risk bid were used to determine loss to avoid awaiting
\nthe delay associated with closing out any hedge or related trading position in a
\ncommercially reasonable manner prior to or sooner following the designation of
\nan Early Termination Date. Notwithstanding anything to the contrary in Section
\n6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an
\nEarly Termination Date under Section 6(e) of the Agreement will be payable on
\nthe day that notice of the amount payable is effective; provided that if
\nCounterparty elects to receive Shares or Alternative Delivery Property in
\naccordance with Section 14, such Shares or Alternative Delivery Property shall
\nbe delivered on a date selected by GS&Co as promptly as practicable.<\/p>\n<\/p>\n<\/p>\n

16.Automatic Termination Provisions<\/u>. Notwithstanding anything to the
\ncontrary in Section 6 of the Agreement, if a Termination Price is specified in
\nany Supplemental Confirmation, then an Additional Termination Event with
\nCounterparty as the sole Affected Party and the Transaction to which such
\nSupplemental Confirmation relates as the Affected Transaction will automatically
\noccur without any notice or action by GS&Co. or Counterparty if the price of
\nthe Shares on the Exchange at any time falls below such Termination Price, and
\nthe Exchange Business Day that the price of the Shares on the Exchange at any
\ntime falls below the Termination Price will be the “Early Termination Date” for
\npurposes of the Agreement.<\/p>\n<\/p>\n<\/p>\n

17.Delivery of Cash<\/u>. For the avoidance of doubt, nothing in this
\nMaster Confirmation shall be interpreted as requiring Counterparty to deliver
\ncash in respect of the settlement of the Transactions contemplated by this
\nMaster Confirmation following payment by Counterparty of the relevant Prepayment
\nAmount and any relevant Counterparty Additional Payment Amount, except in
\ncircumstances where the required cash settlement thereof is permitted for
\nclassification of the contract as equity by ASC 815-40, Derivatives and
\nHedging – Contracts in Entity’s Own Equity<\/em>, as in effect on the relevant
\nTrade Date (including, without limitation, where Counterparty so elects to
\ndeliver cash or fails timely to elect to deliver Shares or Alternative Delivery
\nProperty in respect of the settlement of such Transactions).<\/p>\n<\/p>\n<\/p>\n

18.Claim in Bankruptcy<\/u>. GS&Co. acknowledges and agrees that this
\nConfirmation is not intended to convey to it rights with respect to the
\nTransaction that are senior to the claims of common stockholders in the event of
\nCounterparty’s bankruptcy.<\/p>\n<\/p>\n<\/p>\n

19.General Obligations Law of New York<\/u>. With respect to each
\nTransaction, (i) this Master Confirmation, together with the related
\nSupplemental Confirmation, is a “qualified financial contract”, as such term is
\ndefined in Section 5-701(b)(2) of the General Obligations Law of New York (the
\n“General Obligations Law<\/strong>“); and (ii) this Master Confirmation,
\ntogether with the related Supplemental Confirmation, constitutes a prior
\n“written contract” as set forth in Section 5-701(b)(1)(b) of the General
\nObligations Law, and each party hereto intends and agrees to be bound by this
\nMaster Confirmation and the related Supplemental Confirmation.<\/p>\n<\/p>\n<\/p>\n

20.Governing Law<\/u>. The Agreement, this Master Confirmation, each
\nSupplemental Confirmation and all matters arising in connection with the
\nAgreement, this Master Confirmation and each Supplemental Confirmation shall be
\ngoverned by, and construed and enforced in accordance with, the laws of the
\nState of New York (without reference to its choice of laws doctrine other than
\nTitle 14 of Article 5 of the New York General Obligations Law).<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

21.<\/p>\n<\/td>\n

\n

Offices<\/u>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

(a) The Office of GS&Co. for each Transaction is: 200 West Street, New
\nYork, NY 10282-2198.<\/p>\n<\/p>\n<\/p>\n

(b) The Office of Counterparty for each Transaction is: 345 Encinal Street,
\nSanta Cruz, California 95060.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

22.<\/p>\n<\/td>\n

\n

Arbitration<\/u><\/strong>. The Agreement, this Master
\nConfirmation and each Supplemental Confirmation are subject to the following
\narbitration provisions:<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(a)<\/strong> All parties to this Master Confirmation are
\ngiving up the right to sue each other in court, including the right to a trial
\nby jury, except as provided by the rules of the arbitration forum in which a
\nclaim is filed.<\/strong><\/p>\n<\/p>\n

(b)<\/strong> Arbitration awards are generally final and
\nbinding; a party’s ability to have a court reverse or modify an arbitration
\naward is very limited.<\/strong><\/p>\n<\/p>\n

(c)<\/strong> The ability of the parties to obtain documents,
\nwitness statements and other discovery is generally more limited in arbitration
\nthan in court proceedings.<\/strong><\/p>\n<\/p>\n

(d)<\/strong> The arbitrators do not have to explain the
\nreason(s) for their award.<\/strong><\/p>\n<\/p>\n

(e)<\/strong> The panel of arbitrators will typically include
\na minority of arbitrators who were or are affiliated with the securities
\nindustry, unless Counterparty is a member of the organization sponsoring the
\narbitration facility, in which case all arbitrators may be affiliated with the
\nsecurities industry.<\/strong><\/p>\n<\/p>\n

(f)<\/strong> The rules of some arbitration forums may impose
\ntime limits for bringing a claim in arbitration. In some cases, a claim that is
\nineligible for arbitration may be brought in court.<\/strong><\/p>\n<\/p>\n

(g)<\/strong> The rules of the arbitration forum in which the
\nclaim is filed, and any amendments thereto, shall be incorporated into this
\nMaster Confirmation.<\/strong><\/p>\n<\/p>\n

Counterparty agrees that any and all controversies that may arise
\nbetween Counterparty and GS&Co., including, but not limited to, those
\narising out of or relating to the Agreement or any Transaction hereunder, shall
\nbe determined by arbitration conducted before the FINRA Dispute Resolution
\n(“FINRA-DR”), or, if the FINRA-DR declines to hear the matter, before the
\nAmerican Arbitration Association, in accordance with their arbitration rules
\nthen in force. The award of the arbitrator shall be final, and judgment upon the
\naward rendered may be entered in any court, state or federal, having
\njurisdiction. <\/strong><\/p>\n<\/p>\n

No person shall bring a putative or certified class action to
\narbitration, nor seek to enforce any pre-dispute arbitration agreement against
\nany person who has initiated in court a putative class action or who is a member
\nof a putative class who has not opted out of the class with respect to any
\nclaims encompassed by the putative class action until: (i) the class
\ncertification is denied; (ii) the class is decertified; or (iii) Counterparty is
\nexcluded from the class by the court.<\/strong><\/p>\n<\/p>\n

Such forbearance to enforce an agreement to arbitrate shall not
\nconstitute a waiver of any rights under this Master Confirmation except to the
\nextent stated herein.<\/strong><\/p>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/tr>\n
\n

23.<\/p>\n<\/td>\n

\n

Counterparts<\/u>. This Master Confirmation may be executed in any number
\nof counterparts, all of which shall constitute one and the same instrument, and
\nany party hereto may execute this Master Confirmation by signing and delivering
\none or more counterparts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Counterparty hereby agrees (a) to check this Master Confirmation carefully
\nand immediately upon receipt so that errors or discrepancies can be promptly
\nidentified and rectified and (b) to confirm that the foregoing (in the exact
\nform provided by GS&Co.) correctly sets forth the terms of the agreement
\nbetween GS&Co. and Counterparty with respect to any particular Transaction
\nto which this Master Confirmation relates, by manually signing this Master
\nConfirmation or this page hereof as evidence of agreement to such terms and
\nproviding the other information requested herein and immediately returning an
\nexecuted copy to Equity Derivatives Documentation Department, Facsimile No.
\n212-428-1980\/83.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Yours faithfully,<\/p>\n<\/p>\n

GOLDMAN, SACHS & CO.<\/strong><\/p>\n<\/p>\n<\/p>\n

By: ________________________________<\/p>\n<\/p>\n

Authorized Signatory<\/p>\n<\/p>\n

Agreed and Accepted By:<\/p>\n<\/p>\n

PLANTRONICS, INC.<\/strong><\/p>\n<\/p>\n<\/p>\n

By: ________________________________<\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Title:<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

SCHEDULE A<\/strong><\/p>\n

\n

SUPPLEMENTAL CONFIRMATION<\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

To:<\/strong><\/p>\n<\/td>\n

\n

Plantronics, Inc.<\/p>\n

345 Encinal Street<\/p>\n

Santa Cruz, California 95060<\/p>\n<\/td>\n<\/tr>\n

\n

From:<\/strong><\/p>\n<\/td>\n

\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

\n

Subject:<\/strong><\/p>\n<\/td>\n

\n

Accelerated Stock Buyback<\/p>\n<\/td>\n<\/tr>\n

\n

Ref. No:<\/strong><\/p>\n<\/td>\n

\n

[Insert Reference No.]<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Date:<\/strong><\/p>\n<\/td>\n

\n

[Insert Date]<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The purpose of this Supplemental Confirmation is to confirm the terms and
\nconditions of the Transaction entered into between Goldman, Sachs & Co.
\n(“GS&Co.<\/strong>“) and Plantronics, Inc.
\n(“Counterparty<\/strong>“) (together, the “Contracting
\nParties<\/strong>“) on the Trade Date specified below. This Supplemental
\nConfirmation is a binding contract between GS&Co. and Counterparty as of the
\nrelevant Trade Date for the Transaction referenced below.<\/p>\n<\/p>\n

1. This Supplemental Confirmation supplements, forms part of, and is subject
\nto the Master Confirmation dated as of [Insert Date]<\/strong> (the
\n“Master Confirmation<\/strong>“) between the Contracting Parties, as
\namended and supplemented from time to time. All provisions contained in the
\nMaster Confirmation govern this Supplemental Confirmation except as expressly
\nmodified below.<\/p>\n<\/p>\n

2. The terms of the Transaction to which this Supplemental Confirmation
\nrelates are as follows:<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Trade Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Forward Price Adjustment Amount:<\/p>\n<\/td>\n

\n

USD [ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Calculation Period Start Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Scheduled Termination Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Final Termination Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

First Acceleration Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Prepayment Amount:<\/p>\n<\/td>\n

\n

USD [ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Prepayment Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Shares:<\/p>\n<\/td>\n

\n

[ ] Shares; provided<\/em> that if, in connection with the Transaction,
\nGS&Co. is unable to borrow or otherwise acquire a number of Shares equal to
\nthe Initial Shares for delivery to Counterparty on the Initial Share Delivery
\nDate, the Initial Shares delivered on the Initial Share Delivery Date shall be
\nreduced to such number of Shares that GS&Co. is able to so borrow or
\notherwise acquire.<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Share Delivery Date:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Ordinary Dividend Amount:<\/p>\n<\/td>\n

\n

For any calendar quarter, USD [ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Scheduled Ex-Dividend Dates:<\/p>\n<\/td>\n

\n

[ ]<\/p>\n<\/td>\n<\/tr>\n

\n

Termination Price:<\/p>\n<\/td>\n

\n

USD [ ] per Share<\/p>\n<\/td>\n<\/tr>\n

\n

Additional Relevant Days:<\/p>\n<\/td>\n

\n

The [ ] Exchange Business Days immediately following the Calculation Period.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3. [Notwithstanding Section 7 of the Master Confirmation, Counterparty may
\npurchase shares as provided in paragraph 3 of the Supplement Confirmation dated
\nas of the date hereof to the Master Confirmation dated as of [ ] (Ref. No. [ ])
\nbetween GS&Co. and Counterparty.] 1<\/sup><\/p>\n<\/p>\n

4. [Notwithstanding Section 4(j) of the Master Confirmation, Counterparty may
\nenter into the transaction evidenced by the Master Confirmation dated as of [ ]
\n(Ref. No. [ ]) between GS&Co. and Counterparty, as supplemented by the
\nSupplemental Confirmation dated as of [ ].] 2<\/sup><\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

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

6. This Supplemental Confirmation may be executed in any number of
\ncounterparts, all of which shall constitute one and the same instrument, and any
\nparty hereto may execute this Supplemental Confirmation by signing and
\ndelivering one or more counterparts.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

1<\/sup> This provision only applies to the first Transaction under the
\nMaster Confirmation.<\/p>\n<\/p>\n

2<\/sup> This provision only applies to the first Transaction under the
\nMaster Confirmation.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

Counterparty hereby agrees (a) to check this Supplemental Confirmation
\ncarefully and immediately upon receipt so that errors or discrepancies can be
\npromptly identified and rectified and (b) to confirm that the foregoing (in the
\nexact form provided by GS&Co.) correctly sets forth the terms of the
\nagreement between GS&Co. and Counterparty with respect to the Transaction to
\nwhich this Supplemental Confirmation relates, by manually signing this
\nSupplemental Confirmation or this page hereof as evidence of agreement to such
\nterms and providing the other information requested herein and immediately
\nreturning an executed copy to Equity Derivatives Documentation Department,
\nfacsimile No. 212-428-1980\/83.<\/p>\n<\/p>\n

Yours sincerely,<\/p>\n<\/p>\n<\/p>\n

GOLDMAN, SACHS & CO.<\/strong><\/p>\n<\/p>\n

By: ________________________________<\/p>\n<\/p>\n

Authorized Signatory<\/p>\n<\/p>\n

\n

Agreed and Accepted By:<\/p>\n<\/p>\n

PLANTRONICS, INC.<\/strong><\/p>\n<\/p>\n<\/p>\n

By: ________________________________<\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Title:<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

ANNEX A<\/p>\n<\/p>\n

COUNTERPARTY SETTLEMENT PROVISIONS<\/p>\n

\n

1. The following Counterparty Settlement Provisions shall apply to the extent
\nindicated under the Master Confirmation:<\/p>\n<\/p>\n

Settlement Currency: USD<\/p>\n<\/p>\n

Settlement Method Election: Applicable; provided<\/em> that (i) Section
\n7.1 of the Equity Definitions is hereby amended by deleting the word
\n“Physical<\/u>” in the sixth line thereof and replacing it with the words
\n“Net Share<\/u>” and (ii) the Electing Party may make a settlement method
\nelection only if the Electing Party represents and warrants to GS&Co. in
\nwriting on the date it notifies GS&Co. of its election that, as of such
\ndate, the Electing Party is not aware of any material non-public information
\nconcerning Counterparty or the Shares and is electing the settlement method in
\ngood faith and not as part of a plan or scheme to evade compliance with the
\nfederal securities laws.<\/p>\n<\/p>\n

Electing Party: Counterparty<\/p>\n<\/p>\n

Settlement Method<\/p>\n<\/p>\n

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

Default Settlement Method: Cash Settlement<\/p>\n<\/p>\n

Forward Cash Settlement<\/p>\n<\/p>\n

Amount: The Number of Shares to be Delivered multiplied by<\/em> the
\nSettlement Price.<\/p>\n<\/p>\n<\/p>\n

Settlement Price: The average of the VWAP Prices for the Exchange Business
\nDays in the Settlement Valuation Period, subject to Valuation Disruption as
\nspecified in the Master Confirmation.<\/p>\n<\/p>\n

Settlement Valuation Period: A number of Scheduled Trading Days selected by
\nGS&Co. in its reasonable discretion, beginning on the Scheduled Trading Day
\nimmediately following the earlier of (i) the Scheduled Termination Date or (ii)
\nthe Exchange Business Day immediately following the Termination Date.<\/p>\n<\/p>\n

Cash Settlement: If Cash Settlement is applicable, then Buyer shall pay to
\nSeller the absolute value of the Forward Cash Settlement Amount on the Cash
\nSettlement Payment Date.<\/p>\n<\/p>\n

Cash Settlement<\/p>\n<\/p>\n

Payment Date: The date one Settlement Cycle following the last day of the
\nSettlement Valuation Period.<\/p>\n<\/p>\n

Net Share Settlement<\/p>\n<\/p>\n

Procedures: If Net Share Settlement is applicable, Net Share Settlement shall
\nbe made in accordance with paragraphs 2 through 7 below.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

2. Net Share Settlement shall be made by delivery on the Cash Settlement
\nPayment Date of a number of Shares satisfying the conditions set forth in
\nparagraph 3 below (the “Registered Settlement Shares<\/strong>“), or a
\nnumber of Shares not satisfying such conditions (the “Unregistered
\nSettlement Shares<\/strong>“), in either case with a value equal to the absolute
\nvalue of the Forward Cash Settlement Amount, with such Shares’ value based on
\nthe value thereof to GS&Co. (which value shall, in the case of Unregistered
\nSettlement Shares, take into account a commercially reasonable illiquidity
\ndiscount), in each case as reasonably determined by the Calculation Agent.<\/p>\n<\/p>\n<\/p>\n

3. Counterparty may only deliver Registered Settlement Shares pursuant to
\nparagraph 2 above if:<\/p>\n<\/p>\n<\/p>\n

(a) a registration statement covering public resale of the Registered
\nSettlement Shares by GS&Co. (the “Registration Statement<\/strong>“)
\nshall have been filed with the Securities and Exchange Commission under the
\nSecurities Act and been declared or otherwise become effective on or prior to
\nthe date of delivery, and no stop order shall be in effect with respect to the
\nRegistration Statement; a printed prospectus relating to the Registered
\nSettlement Shares (including any prospectus supplement thereto, the
\n“Prospectus<\/strong>“) shall have been delivered to GS&Co., in such
\nquantities as GS&Co. shall reasonably have requested, on or prior to the
\ndate of delivery;<\/p>\n<\/p>\n

(b) the form and content of the Registration Statement and the Prospectus
\n(including, without limitation, any sections describing the plan of
\ndistribution) shall be satisfactory to GS&Co.;<\/p>\n<\/p>\n

(c) as of or prior to the date of delivery, GS&Co. and its agents shall
\nhave been afforded a reasonable opportunity to conduct a due diligence
\ninvestigation with respect to Counterparty customary in scope for underwritten
\nfollow-on offerings of equity securities issued by companies of comparable size,
\nmaturity and lines of business as the Counterparty and the results of such
\ninvestigation are satisfactory to GS&Co., in its discretion; and<\/p>\n<\/p>\n

(d) as of the date of delivery, an agreement (the “Underwriting
\nAgreement<\/strong>“) shall have been entered into with GS&Co. in connection
\nwith the public resale of the Registered Settlement Shares by GS&Co.
\nsubstantially similar to underwriting agreements customary for underwritten
\nfollow-on offerings of equity securities issued by companies of comparable size,
\nmaturity and lines of business as the Counterparty, in form and substance
\nreasonably satisfactory to GS&Co., which Underwriting Agreement shall
\ninclude, without limitation, provisions substantially similar to those contained
\nin such underwriting agreements relating, without limitation, to the
\nindemnification of, and contribution in connection with the liability of,
\nGS&Co. and its affiliates and the provision of customary opinions,
\naccountants’ comfort letters and lawyers’ negative assurance letters.<\/p>\n<\/p>\n

4. If Counterparty delivers Unregistered Settlement Shares pursuant to
\nparagraph 2 above:<\/p>\n<\/p>\n

(a) all Unregistered Settlement Shares shall be delivered to GS&Co. (or
\nany affiliate of GS&Co. designated by GS&Co.) pursuant to the exemption
\nfrom the registration requirements of the Securities Act provided by Section
\n4(2) thereof;<\/p>\n<\/p>\n

(b) as of or prior to the date of delivery, GS&Co. and any potential
\npurchaser of any such shares from GS&Co. (or any affiliate of GS&Co.
\ndesignated by GS&Co.) identified by GS&Co. shall be afforded a
\ncommercially reasonable opportunity to conduct a due diligence investigation
\nwith respect to Counterparty customary in scope for private placements of equity
\nsecurities issued by companies of comparable size, maturity and lines of
\nbusiness as the Counterparty (including, without limitation, the right to have
\nmade available to them for inspection all financial and other records, pertinent
\ncorporate documents and other information reasonably requested by them);<\/p>\n<\/p>\n

(c) as of the date of delivery, Counterparty shall enter into an agreement (a
\n“Private Placement Agreement<\/strong>“) with GS&Co. (or any
\naffiliate of GS&Co. designated by GS&Co.) in connection with the private
\nplacement of such shares by Counterparty to GS&Co. (or any such affiliate)
\nand the private resale of such shares by GS&Co. (or any such affiliate),
\nsubstantially similar to private placement purchase agreements customary for
\nprivate placements of equity securities issued by companies of comparable size,
\nmaturity and lines of business as the Counterparty, in form and substance
\ncommercially reasonably satisfactory to GS&Co., which Private Placement
\nAgreement shall include, without limitation, provisions substantially similar to
\nthose contained in such private placement purchase agreements relating, without
\nlimitation, to the indemnification of, and contribution in connection with the
\nliability of, GS&Co. and its affiliates and the provision of customary
\nopinions, accountants’ comfort letters and lawyers’ negative assurance letters,
\nand shall provide for the payment by Counterparty of all customary fees and
\nexpenses in connection with such resale, including all fees and expenses of
\ncounsel for GS&Co., and shall contain appropriate representations,
\nwarranties, covenants and agreements of Counterparty reasonably necessary or
\nadvisable to establish and maintain the availability of an exemption from the
\nregistration requirements of the Securities Act for such resales; and<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

(d) in connection with the private placement of such shares by Counterparty
\nto GS&Co. (or any such affiliate) and the private resale of such shares by
\nGS&Co. (or any such affiliate), Counterparty shall, if so requested by
\nGS&Co., prepare, in cooperation with GS&Co., a private placement
\nmemorandum in form and substance reasonably satisfactory to GS&Co.<\/p>\n<\/p>\n

5. GS&Co., itself or through an affiliate (the “Selling
\nAgent<\/strong>“) or any underwriter(s), will sell all, or such lesser portion as
\nmay be required hereunder, of the Registered Settlement Shares or Unregistered
\nSettlement Shares and any Makewhole Shares (as defined below) (together, the
\n“Settlement Shares<\/strong>“) delivered by Counterparty to GS&Co.
\npursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and
\ncontinuing until the date on which the aggregate Net Proceeds (as such term is
\ndefined below) of such sales, as determined by GS&Co., is equal to the
\nabsolute value of the Forward Cash Settlement Amount (such date, the
\n“Final Resale Date<\/strong>“). If the proceeds of any sale(s) made by
\nGS&Co., the Selling Agent or any underwriter(s), net of any fees and
\ncommissions (including, without limitation, underwriting or placement fees)
\ncustomary for similar transactions under the circumstances at the time of the
\noffering, together with carrying charges and expenses incurred in connection
\nwith the offer and sale of the Shares (including, but without limitation to, the
\ncovering of any over-allotment or short position (syndicate or otherwise)) (the
\n“Net Proceeds<\/strong>“) exceed the absolute value of the Forward Cash
\nSettlement Amount, GS&Co. will refund, in USD, such excess to Counterparty
\non the date that is three (3) Currency Business Days following the Final Resale
\nDate, and, if any portion of the Settlement Shares remains unsold, GS&Co.
\nshall return to Counterparty on that date such unsold Shares.<\/p>\n<\/p>\n

6. If the Calculation Agent determines that the Net Proceeds received from
\nthe sale of the Registered Settlement Shares or Unregistered Settlement Shares
\nor any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the
\nabsolute value of the Forward Cash Settlement Amount (the amount in USD by which
\nthe Net Proceeds are less than the absolute value of the Forward Cash Settlement
\nAmount being the “Shortfall<\/strong>” and the date on which such
\ndetermination is made, the “Deficiency Determination Date<\/strong>“),
\nCounterparty shall on the Exchange Business Day next succeeding the Deficiency
\nDetermination Date (the “Makewhole Notice Date<\/strong>“) deliver to
\nGS&Co., through the Selling Agent, a notice of Counterparty’s election that
\nCounterparty shall either (i) pay an amount in cash equal to the Shortfall on
\nthe day that is one (1) Currency Business Day after the Makewhole Notice Date,
\nor (ii) deliver additional Shares. If Counterparty elects to deliver to
\nGS&Co. additional Shares, then Counterparty shall deliver additional Shares
\nin compliance with the terms and conditions of paragraph 3 or paragraph 4 above,
\nas the case may be (the “Makewhole Shares<\/strong>“), on the first
\nClearance System Business Day which is also an Exchange Business Day following
\nthe Makewhole Notice Date in such number as the Calculation Agent reasonably
\nbelieves would have a market value on that Exchange Business Day equal to the
\nShortfall. Such Makewhole Shares shall be sold by GS&Co. in accordance with
\nthe provisions above; provided<\/em> that if the sum of the Net Proceeds from
\nthe sale of the originally delivered Shares and the Net Proceeds from the sale
\nof any Makewhole Shares is less than the absolute value of the Forward Cash
\nSettlement Amount then Counterparty shall, at its election, either make such
\ncash payment or deliver to GS&Co. further Makewhole Shares until such
\nShortfall has been reduced to zero.<\/p>\n

7. Notwithstanding the foregoing, in no event shall the aggregate number of
\nSettlement Shares and Makewhole Shares be greater than the Reserved Shares
\nminus<\/em> the amount of any Shares actually delivered by Counterparty under
\nany other Transaction(s) under this Master Confirmation (the result of such
\ncalculation, the “Capped Number<\/strong>“). Counterparty represents and
\nwarrants (which shall be deemed to be repeated on each day that a Transaction is
\noutstanding) that the Capped Number is equal to or less than the number of
\nShares determined according to the following formula:<\/p>\n<\/p>\n

A – B<\/p>\n

\n

Where A = the number of authorized but unissued shares of the Counterparty
\nthat are not reserved for future issuance on the date of the determination of
\nthe Capped Number; and<\/p>\n<\/p>\n

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

“Reserved Shares<\/strong>” means initially, 2,727,025 Shares. The
\nReserved Shares may be increased or decreased in a Supplemental Confirmation.\n<\/p>\n<\/p>\n

For the avoidance of doubt, if Counterparty validly elects to deliver Shares
\nin respect of any Transaction and the number so delivered is reduced as a result
\nof this paragraph 7, Counterparty will not be required to deliver cash or any
\nother property in lieu of such Shares not delivered.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

SUPPLEMENTAL CONFIRMATION<\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

To:<\/strong><\/p>\n<\/td>\n

\n

Plantronics, Inc.<\/p>\n

345 Encinal Street<\/p>\n

Santa Cruz, California 95060<\/p>\n<\/td>\n<\/tr>\n

\n

From:<\/strong><\/p>\n<\/td>\n

\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n<\/tr>\n

\n

Subject:<\/strong><\/p>\n<\/td>\n

\n

Accelerated Stock Buyback<\/p>\n<\/td>\n<\/tr>\n

\n

Ref. No:<\/strong><\/p>\n<\/td>\n

\n

Sdb4164979031<\/p>\n<\/td>\n<\/tr>\n

\n

Date:<\/strong><\/p>\n<\/td>\n

\n

May 9, 2011<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

*** Certain information in this Agreement has been omitted and filed
\nseparately with the Securities and Exchange Commission. Confidential treatment
\nhas been requested with respect to the omitted portions.<\/p>\n<\/p>\n

The purpose of this Supplemental Confirmation is to confirm the terms and
\nconditions of the Transaction entered into between Goldman, Sachs & Co.
\n(“GS&Co.<\/strong>“) and Plantronics, Inc.
\n(“Counterparty<\/strong>“) (together, the “Contracting
\nParties<\/strong>“) on the Trade Date specified below. This Supplemental
\nConfirmation is a binding contract between GS&Co. and Counterparty as of the
\nrelevant Trade Date for the Transaction referenced below.<\/p>\n<\/p>\n

1. This Supplemental Confirmation supplements, forms part of, and is subject
\nto the Master Confirmation dated as of May 9, 2011 (the “Master
\nConfirmation<\/strong>“) between the Contracting Parties, as amended and
\nsupplemented from time to time. All provisions contained in the Master
\nConfirmation govern this Supplemental Confirmation except as expressly modified
\nbelow.<\/p>\n<\/p>\n

2. The terms of the Transaction to which this Supplemental Confirmation
\nrelates are as follows:<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Trade Date:<\/p>\n<\/td>\n

\n

May 9, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Forward Price Adjustment Amount:<\/p>\n<\/td>\n

\n

*** Certain information in this Agreement has been omitted and filed
\nseparately with the Securities and Exchange Commission. Confidential treatment
\nhas been requested with respect to the omitted portions.<\/p>\n<\/td>\n<\/tr>\n

\n

Calculation Period Start Date:<\/p>\n<\/td>\n

\n

May 9, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Scheduled Termination Date:<\/p>\n<\/td>\n

\n

January 9, 2012<\/p>\n<\/td>\n<\/tr>\n

\n

Final Termination Date:<\/p>\n<\/td>\n

\n

April 9, 2012<\/p>\n<\/td>\n<\/tr>\n

\n

First Acceleration Date:<\/p>\n<\/td>\n

\n

*** Certain information in this Agreement has been omitted and filed
\nseparately with the Securities and Exchange Commission. Confidential treatment
\nhas been requested with respect to the omitted portions.<\/p>\n<\/td>\n<\/tr>\n

\n

Prepayment Amount:<\/p>\n<\/td>\n

\n

USD 50,000,000<\/p>\n<\/td>\n<\/tr>\n

\n

Prepayment Date:<\/p>\n<\/td>\n

\n

May 18, August 17, November 16<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Shares:<\/p>\n<\/td>\n

\n

954,459 Shares; provided<\/em> that if, in connection with the
\nTransaction, GS&Co. is unable to borrow or otherwise acquire a number of
\nShares equal to the Initial Shares for delivery to Counterparty on the Initial
\nShare Delivery Date, the Initial Shares delivered on the Initial Share Delivery
\nDate shall be reduced to such number of Shares that GS&Co. is able to so
\nborrow or otherwise acquire.<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Share Delivery Date:<\/p>\n<\/td>\n

\n

May 23, 2011<\/p>\n<\/td>\n<\/tr>\n

\n

Ordinary Dividend Amount:<\/p>\n<\/td>\n

\n

For any calendar quarter, USD 0.05<\/p>\n<\/td>\n<\/tr>\n

\n

Scheduled Ex-Dividend Dates:<\/p>\n<\/td>\n

\n

May 18, 2017<\/p>\n<\/td>\n<\/tr>\n

\n

Termination Price:<\/p>\n<\/td>\n

\n

*** Certain information in this Agreement has been omitted and filed
\nseparately with the Securities and Exchange Commission. Confidential treatment
\nhas been requested with respect to the omitted portions.<\/p>\n<\/td>\n<\/tr>\n

\n

Additional Relevant Days:<\/p>\n<\/td>\n

\n

The five (5) Exchange Business Days immediately following the Calculation
\nPeriod.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n

3. Notwithstanding Section 7 of the Master Confirmation, Counterparty may
\npurchase shares as provided in paragraph 3 of the Supplement Confirmation dated
\nas of the date hereof to the Master Confirmation dated as of May 9, 2011 (Ref.
\nNo. Sdb4164978460) between GS&Co. and Counterparty.<\/p>\n<\/p>\n

4. Notwithstanding Section 4(j) of the Master Confirmation, Counterparty may
\nenter into the transaction evidenced by the Master Confirmation dated as of May
\n9, 2011 (Ref. No. Sdb4164978460) between GS&Co. and Counterparty, as
\nsupplemented by the Supplemental Confirmation dated as of May 9, 2011.<\/p>\n<\/p>\n

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

6. This Supplemental Confirmation may be executed in any number of
\ncounterparts, all of which shall constitute one and the same instrument, and any
\nparty hereto may execute this Supplemental Confirmation by signing and
\ndelivering one or more counterparts.<\/p>\n<\/p>\n<\/p>\n

\n

\n<\/p>\n<\/p>\n<\/p>\n

Counterparty hereby agrees (a) to check this Supplemental Confirmation
\ncarefully and immediately upon receipt so that errors or discrepancies can be
\npromptly identified and rectified and (b) to confirm that the foregoing (in the
\nexact form provided by GS&Co.) correctly sets forth the terms of the
\nagreement between GS&Co. and Counterparty with respect to the Transaction to
\nwhich this Supplemental Confirmation relates, by manually signing this
\nSupplemental Confirmation or this page hereof as evidence of agreement to such
\nterms and providing the other information requested herein and immediately
\nreturning an executed copy to Equity Derivatives Documentation Department,
\nfacsimile No. 212-428-1980\/83.<\/p>\n<\/p>\n

Yours sincerely,<\/p>\n<\/p>\n<\/p>\n

GOLDMAN, SACHS & CO.<\/strong><\/p>\n<\/p>\n<\/p>\n

By: ________________________________<\/p>\n<\/p>\n

Authorized Signatory<\/p>\n<\/p>\n

\n

Agreed and Accepted By:<\/p>\n<\/p>\n

PLANTRONICS, INC.<\/strong><\/p>\n<\/p>\n<\/p>\n

By: ________________________________<\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Title:<\/p>\n<\/p>\n<\/p>\n<\/p>\n

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