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                                                                 EXHIBIT 10.4(b)

[PLANTRONICS LOGO]

HUMAN RESOURCE ADMINISTRATIVE GUIDE

                                                                       No. H0xxx
                                                                  Rev 1.0 7/7/00

                        OVERACHIEVEMENT BONUS GUIDELINES


1.0    PURPOSE

       The Overachievement Bonus guidelines shall apply to fiscal year 2001 and
       subsequent fiscal years, unless amended. These guidelines will determine
       how the key management overachievement bonus plan funding and individual
       bonuses are administered and calculated.

2.0    SCOPE

       Selected employees may be eligible to participate in the Plantronics,
       Inc. Overachievement Bonus Plan. Eligible participants include all senior
       members of our worldwide management team, excluding sales managers
       already on commission plans with accelerators. Specifically, the
       participating group includes the CEO, direct reports to the CEO, and all
       directors and vice-presidents of the company. In addition, some
       associates with the title of senior manager in EMEA will be eligible to
       participate.

3.0    GENERAL

       Plantronics has numerous forms of variable compensation to incent
       associates to achieve. The overachievement bonus plan was created to
       reward extraordinary corporate and individual performance against annual
       targeted objectives. To receive bonus funds from the pool, the company
       must have surpassed its annual targets and an associate must also have
       achieved greater than 90% weighted average individual performance scores
       for the fiscal year.

4.0    GUIDELINE

       ELIGIBILITY

       To become an Eligible Participant in the Overachievement Bonus Plan, an
       associate must receive confirmation by way of a fully executed offer
       letter or memo from the Corporate Human Resource department.

       FUNDING

       The funding for the bonus pool will be based on ANNUAL ADJUSTED OPERATING
       INCOME, as follows:

       -  less than 100% of Board approved income:      0%
       -  100% of Board Plan and less than 108%:      5.0% of incremental income
       -  108% of Board Plan and less than 115%:      7.5% of incremental income
       -  115% of Board Plan and less than 120%:     10.0% of incremental income
       -  120% of Board Plan and above:              20.0% of incremental income

       A cap at 125% achievement of the Board Plan will be established.

       Adjusted net income (net income adjusted for extraordinary items such as
       capital gains/losses) was selected as the measurement of success as it
       holds the closest relationship to controllable shareholder


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[PLANTRONICS LOGO]

HUMAN RESOURCE ADMINISTRATIVE GUIDE

                                                                       No. H0xxx
                                                                  Rev 1.0 7/7/00

                        OVERACHIEVEMENT BONUS GUIDELINES

       value creation -- earnings per share has a diluted effect in measuring
       overall performance by taking into account the shares outstanding.

ALLOCATION

The Overachievement Pool will be distributed in two steps. The overall pool will
be split into 2 sub-pools, the first (80%) to reward individual performance
based on achievement as measured by objective scoring throughout the year, and
the second (20%) to be provide the CEO discretionary ability to reward
participants.

POOL 1 is distributed using a formula of 1) the individual's salary as a percent
of the combined salaries of all participants, times 2) the weighted average of
an individual's quarterly and annual (if any) objective bonus payout for the
year, as follows:

       (Pool x 80%) * (Individual Salary/All Participant Salaries) * Weighted
       Ave. Individual Objective Score

NOTE: In general, individual scores of greater than 100% on objectives for the
fiscal year as a whole are not allowed. Approval for such scoring must come from
the CEO, with recommendations from the manager, functional VP and local head of
HR.

POOL 2 is distributed by the CEO to any participant or set of participants in
the pool, other than himself, on a purely discretionary basis. The CEO also has
the discretion not to award all of the funds in this pool. Bonus payments for
unbudgeted new hires may also be taken from the excess pool in the first year of
hire. There is no maximum per individual from this pool.

TIMING AND PAYMENT

Overachievement bonuses will be paid annually, following the completion of
year-end audited financial statements. Finance will be responsible for accruing
amounts quarterly -- consistent with the degree of cumulative over-achievement
to plan as of each quarter end, so that operating income will not change as a
result of payments under the plan.

A participant must be employed by Plantronics on the payment date to be
eligible. If not employed on the payment date, the participant shall not be
entitled to any funds. If the participant dies, or is disabled and therefore
unable to work during the relevant quarter or prior to the payment date, the
participant will be treated as being employed on the payment date and the
participant or the participant's estate will be entitled to the portion of the
bonus actually earned on a pro rata basis using the time actually worked during
the year.


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