Indemnification Agreement - Plantronics Inc.
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is effective as of DATE, by and between Plantronics, Inc., a Delaware corporation ("Plantronics"), and NAME ("Indemnitee").
WHEREAS, Plantronics desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve Plantronics and, in part, in order to induce Indemnitee to continue to provide services to Plantronics, wishes to provide for the indemnification and advancing of expenses to Indemnitee to the maximum extent permitted by law.
NOW, THEREFORE, Plantronics and Indemnitee hereby agree as follows:
| 1. | Indemnification. |
| (a) | Indemnification of Expenses. Plantronics shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (each, a "Claim") by reason of (or arising in part out of) any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of Plantronics, or any subsidiary of Plantronics, or is or was serving at the request of Plantronics as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity (each, an "Indemnifiable Event") against any and all expenses (including attorneys' fees and all other costs expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by Plantronics, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, "Expenses"), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by Plantronics as soon as practicable but in any event no later than thirty (30) days after written demand by Indemnitee therefor is presented to Plantronics. |
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| (b) | Reviewing Party. Notwithstanding the foregoing, (i) the obligations of Plantronics under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(f)) shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(c) is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of Plantronics to make an advance payment of Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance") shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, Plantronics shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Plantronics) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse Plantronics for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee's obligation to reimburse Plantronics for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(c)), the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of Plantronics' Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(c). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and Plantronics hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on Plantronics and Indemnitee. |
| (c) | Change in Control. Plantronics agrees that if there is a Change in control of Plantronics (other than a Change in Control which has been approved by a majority of Plantronics' Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to payments of Expenses and Expense Advances under this Agreement or any other agreement or under Plantronics' Certificate of Incorporation or By-Laws as now or hereafter in effect, Plantronics shall seek legal advice only from Independent Legal Counsel (as defined in Section 10(d)) selected by Indemnitee and approved by Plantronics (which approval shall not be unreasonably withheld). Such counsel, among other things, |
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shall render its written opinion to Plantronics and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. Plantronics agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
| (d) | Establishment of Trust. In the event of a Potential Change in Control (as defined in Section 10(e)), Plantronics shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee and, from time to time upon written request of Indemnitee, shall fund such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved. The terms of the trust shall provide that upon a Change or Control (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee, (ii) the trustee shall advance, within five (5) business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the trust under the circumstances under which Indemnitee would be required to reimburse Plantronics under Section 1(b) of this Agreement), (iii) the trust shall continue to be funded by Plantronics in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in such trust shall revert to Plantronics upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee shall be chosen by Indemnitee. Nothing in this Section 1(d) shall relieve Plantronics of any of its obligations under this Agreement. |
| (e) | Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 9, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit, proceeding, inquiry or investigation referred to in Section (1)(a) or in the defense of any claim, issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith. |
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| 2. | Expenses; Indemnification Procedure. |
| (a) | Advancement of Expenses. Plantronics shall advance all Expenses incurred by Indemnitee. The advances to be made hereunder shall be paid by Plantronics to Indemnitee as soon as practicable but in any event no later than five (5) days after written demand by Indemnitee therefor to Plantronics. |
| (b) | Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee's right to be indemnified under this Agreement, give Plantronics notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to Plantronics shall be directed to the Chief Executive Officer of Plantronics at the address shown on the signature page of this Agreement (or such other address as Plantronics shall designate in writing to Indemnitee). In addition, Indemnitee shall give Plantronics such information and cooperation as it may reasonably require and as shall be within Indemnitee's power. |
| (c) | No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on Plantronics to establish that Indemnitee is not so entitled. |
| (d) | Notice to Insurers. If, at the time of the receipt by Plantronics of a notice of a Claim pursuant to Section 2 (b), Plantronics has liability insurance in effect which may cover such Claim, Plantronics shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. Plantronics shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. |
| (e) | Selection of Counsel. In the event Plantronics shall be obligated hereunder to pay the Expenses of any action, suit, proceeding, inquiry or investigation, Plantronics, |
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if appropriate, shall be entitled to assume the defense of such action, suit, proceeding, inquiry or investigation with counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by Plantronics, Plantronics will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same action, suit, proceeding, inquiry or investigation; provided that, (i) Indemnitee shall have the right to employ Indemnitee's counsel in any such action, suit, proceeding, inquiry or investigation at Indemnitee's expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by Plantronics, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Plantronics and Indemnitee in the conduct of any such defense, or (C) Plantronics shall not continue to retain such counsel to defend such action, suit, proceeding, inquiry or investigation, then the fees and expenses of Indemnitee's counsel shall be at the expense of Plantronics.
| 3. | Additional Indemnification Rights; Nonexclusivity. |
| (a) | Scope. Plantronics hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, Plantronics' Certificate of Incorporation, Plantronics' Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder. |
| (b) | Nonexclusivity. The indemnification provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under Plantronics' Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have ceased to serve in such capacity. |
| 4. | No Duplication of Payments. Plantronics shall not be liable under this Agreement to make any payment in connection with any action, suit, proceeding, inquiry or investigation made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder. |
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| 5. | Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by Plantronics for some or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, Plantronics shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled. |
| 6. | Mutual Acknowledgment. Both Plantronics and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit Plantronics from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that Plantronics has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of Plantronics' right under public policy to indemnify Indemnitee. |
| 7. | Liability Insurance. To the extent Plantronics maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of Plantronics' directors, if Indemnitee is a director; or of Plantronics' officers, if Indemnitee is not a director of Plantronics but is an officer; or of Plantronics' key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary. |
| 8. | Exceptions. Any other provision herein to the contrary notwithstanding, Plantronics shall not be obligated pursuant to the terms of this Agreement: |
| (a) | Excluded Action or Omissions. To indemnify Indemnitee for acts, omissions or transactions from which Indemnitee may not be relieved of liability under applicable law. |
| (b) | Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under Plantronics' Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such suit, or (iii) as otherwise as required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. |
| (c) | Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each |
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of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or
| (d) | Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute. |
| 9. | Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of Plantronics against Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of Plantronics shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern. |
| 10. | Construction of Certain Phrases. |
| (a) | For purposes of this Agreement, references to "Plantronics" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. |
| (b) | For purposes of this Agreement, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to "serving at the request of Plantronics" shall include any service as a director, officer, employee, agent or fiduciary of Plantronics which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the best interests of Plantronics" as referred to in this Agreement. |
| (c) | For purposes of this Agreement a "Change in Control" shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of |
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the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of Plantronics or a corporation owned directly or indirectly by the stockholders of Plantronics in substantially the same proportions as their ownership of stock of Plantronics, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Plantronics representing more than 40% of the total voting power represented by Plantronics' then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Plantronics and any new director whose election by the Board of Directors or nomination for election by Plantronics' stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination of or election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of Plantronics approve a merger or consolidation of Plantronics with any other corporation other than a merger or consolidation which would result in the Voting Securities of Plantronics outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 70% of the total voting power represented by the Voting Securities of Plantronics or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of Plantronics approve a plan of complete liquidation of Plantronics or an agreement for the sale or disposition by Plantronics of (in one transaction or a series of transactions) all or substantially all of Plantronics' assets.
| (d) | For purposes of this Agreement, "Independent Legal Counsel" shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c), who shall not have otherwise performed services for Plantronics or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements). |
| (e) | For purposes of this Agreement, a "Potential Change in Control" shall be deemed to have occurred if: (i) Plantronics enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, (ii) any person (including Plantronics) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control, or (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of Plantronics acting in such capacity or a corporation owned, directly or indirectly, by the stockholders of Plantronics in substantially the same proportions as their ownership of stock of Plantronics, who is or becomes the beneficial owner, directly or indirectly, of securities of Plantronics representing 10% or more of the combined voting power of Plantronics' then outstanding Voting Securities, increases his beneficial ownership of such securities by five percentage points (5%) or more over the percentage so owned by such person; or (iv) the Board of Directors adopts a resolution to the |
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effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
| (f) | For purposes of this Agreement, a "Reviewing Party" shall mean any appropriate person or body consisting of a member or members of Plantronics' Board of Directors or any other person or body appointed by the Board of Directors who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel. |
| (g) | For purposes of this Agreement, "Voting Securities" shall mean any securities of Plantronics that vote generally in the election of directors. |
| 11. | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. |
| 12. | Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of Plantronics, spouses, heirs, and personal and legal representatives. Plantronics shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of Plantronics, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Plantronics would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director or officer of Plantronics or of any other enterprise at Plantronics' request. |
| 13. | Attorneys Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by Plantronics to enforce or interpret any of the terms or thereof, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee with respect to such action, regardless of whether Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless as a part of such action the court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of Plantronics under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in defense of such action (including costs and expenses incurred with respect to Indemnitee's counterclaims and cross-claims made in such action), and shall be entitled to the advancement Expenses with respect to such action, unless as a part of such action the court having jurisdiction over such action determines that each of Indemnitee's material defenses to such action were made in bad faith or were frivolous. |
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| 14. | Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice. |
| 15. | Consent to Jurisdiction. Plantronics and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim. |
| 16. | Severability. The provisions of this Agreement shall be severable in the event that any of the provisions (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. |
| 17. | Choice of Law. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents, entered into and to be performed entirely within the State of Delaware, without regard to the conflict of laws principles thereof. |
| 18. | Subrogation. In the event of payment under this Agreement, Plantronics shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable Plantronics effectively to bring suit to enforce such rights. |
| 19. | Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver. |
| 20. | Integration and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter between the parties hereto. |
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| 21. | No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of Plantronics or any of its subsidiaries. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| PLANTRONICS, INC. |
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| By: | ||||
| S. Kenneth Kannappan | ||||
| President & Chief Executive Officer | ||||
| AGREED TO AND ACCEPTED INDEMNITEE: |
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| By: | ||||
| NAME | ||||
| ADDRESS PHONE FAX EMAIL | ||||
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