CMO Terminiation Provisions Employment Agreement - Mark Breier

EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of June 28, 2004 (the "Effective Date"), by and between Plantronics, Inc., a Delaware corporation (the "Company"), and Mark Breier (the "Employee"), an employee of the Company. Recitals A. The Employee is currently employed by the Company as Chief Marketing Officer. B. The Company and the Employee desire to enter into an agreement that clarifies the rights and obligations of the Company and the Employee in the event that the Employee's employment with the Company is terminated under certain circumstances; NOW, THEREFORE, the parties hereby agree as follows: 1. At-Will Employment . The Company and the Employee acknowledge that the Employee's employment is at will, as defined under applicable law. If the Employee's employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company's established employee plans and policies at the time of termination. 2. Severance Benefits . (a) Termination Following Change of Control . Subject to subsection 2(c) below, if, within the two (2) year period following a "Change of Control" (as defined in subsection 4(c) below) while the Employee is still an employee of the Company, the Employee's employment with the Company terminates, then the Employee shall be entitled to receive severance benefits as follows: (i) Involuntary Termination; Termination for Certain Reasons . If the Employee's employment is terminated by the Company other than for "Cause" (as defined in subsection 4(a) below), or in the event the Employee terminates her employment for "Certain Reasons" (as defined in subsection 4(b) below), then, in lieu of any severance or severance-type benefits to which the Employee may be entitled under any Company plan, policy, program or arrangement, the Company shall continue to pay the Employee the Employee's then current base salary for a period of up to six months following such termination (the "Salary Continuation Period") as severance benefits. If, at the end of such six-month period, the Employee has not obtained employment with a subsequent employer after a good faith effort, then the Salary Continuation Period shall be extended, on a month by month basis, until (i) six months after the expiration of the initial six-month period, or (ii) the Employee obtains employment with a subsequent employer, whichever occurs first. During the Salary Continuation Period (including any extension thereof, as applicable), the Company will continue to provide whatever medical, disability, life or insurance benefits were in effect at the time of termination. However, after the date of termination, the Employee will not be eligible to continue to participate in any Company-sponsored bonus, profit sharing, deferred compensation or incentive compensation plan, program or arrangement. (ii) Termination for Cause; Voluntary Termination . If the Company terminates the Employee's employment for Cause, or if the Employee's employment with the Company is terminated by the Employee voluntarily (other than for Certain Reasons), then the Employee shall not be entitled to receive severance or other benefits under this Agreement or otherwise. (iii) Disability; Death . If the Employee's employment terminates by reason of the Employee's death or disability, then Company shall pay to the Employee or the Employee's beneficiary, if applicable, the Employee's base salary as determined immediately prior to such termination, for a period of twelve (12) months; provided, however, that the Company's obligation under this subparagraph 2(a)(iii) shall be reduced to the extent of life insurance or disability benefits, as applicable, payable for the Employee's benefit under any Company benefit plan or program. If the Employee's employment terminates by reason of the Employee's disability and the Employee is reemployed by the Company, the Company's obligation under this subparagraph 2(a)(iii) shall terminate upon such reemployment. For purposes of this subsection 2(a), a termination by the Company of the Employee's employment shall, except as provided in the next succeeding sentence, be presumed to be a termination by the Company other than for Cause. It is the intention of the parties that unless the Employee's termination is for Cause, any such termination of the Employee's employment by the Company will entitle the Employee to the severance benefits provided under subparagraph 2(a)(i) above. (b) Termination Apart from a Change of Control . In the event the Employee's employment is terminated for any reason after the 24-month period following a Change of Control, then the Employee shall not be entitled to any severance or benefits under this Agreement, but will be entitled to receive severance or other benefits under the terms of the Company's then existing severance and benefit plans and policies at the time of such termination. (c) Conditions to Severance . Notwithstanding the foregoing subsection 2(a), the Company's obligation to pay the Employee severance benefits shall be expressly conditioned upon the Employee's obligations under Section 3 below. In the event the Employee violates the provisions of Section 3, the Company shall have no obligation to pay the Employee the severance benefits described in subsection 2(a) above. 3. Covenant Not to Compete or Solicit . (a) Non-Competition . As an express condition precedent to the Employee's right to severance benefits under subsection 2(a) above, the Employee agrees that for a period of two (2) years following the Employee's termination of employment with the Company for any reason, the Employee will not directly or indirectly engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that engages in or (to the Employee's knowledge, after due inquiry) intends to engage in a "Restricted Business" (as defined below). Ownership of (i) no more than one percent (1%) of the ou ...