On May 5, 2003, the Board adopted the Plantronics, Inc. 2003 Stock Plan ("2003 Stock Plan") which was approved by the stockholders on June 27, 2003. The 2003 Stock Plan, which will continue in effect until terminated by the Board, allows for the issuance of the Company's common stock through the granting of non-qualified stock options, restricted stock, restricted stock units, and performance shares with performance-based conditions on vesting. As of April 2, 2022, there have been 21,400,000 shares of common stock cumulatively reserved since inception of the 2003 Stock Plan for issuance to employees, non-employee directors, and consultants of the Company. The Company settles stock option exercises, grants of restricted stock, and releases of vested restricted stock units with newly issued common shares.

The exercise price of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant. The term of an option may not exceed seven years from the date it is granted. Stock options granted to employees vest over a three-year period and stock options granted to non-employee directors vest over a four year period.

Restricted stock ("RSAs") and restricted stock units ("RSUs") are granted to directors, executives, and employees. The estimated fair value of the restricted stock and restricted stock unit grants is determined based on the fair market value of our common stock on the date of grant. RSAs and RSUs granted to employees generally vest over a three -year period and to non-employee directors over a one year period.

Performance-based restricted stock units ("PSUs") are granted to vice presidents and executives of the Company and contain a market condition based on Total Shareholder Return ("TSR.") The Leadership Development and Compensation ("LD&C") Committee of the Board sets a target and maximum value that each executive could earn based on an annual comparison of the total stockholder return on the Company's common stock against the iShares S&P North American Tech-Multimedia Networking Index ("Index"), an index the LD&C Committee determined appropriate to compare to the total stockholder return on its stock. PSUs will be delivered in common stock over the vesting period of three years based on the Company’s actual performance compared to the target performance criteria. Awards granted prior to May 6, 2019 may equal from zero percent (0%) to 150% of the target award, and awards granted subsequent to May 6, 2019 may equal from zero percent (0%) to 200% of the target award. The fair value of PSUs is estimated on the grant date of award using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the Index companies over each performance period.

At April 2, 2022, options to purchase 44,000 shares of common stock and 3,158,855 shares of unvested restricted stock and restricted stock units were outstanding. There were 3,125,877 shares available for future grant under the 2003 Stock Plan.

On September 14, 2020, the Board adopted the 2020 Inducement Equity Incentive Plan (the "Inducement Plan.") The 2020 Inducement Plan, which will continue in effect until terminated by the Board, allows for the issuance of the Company's common stock through the granting of non-statutory stock options, restricted stock, restricted stock units, and performance shares with performance-based conditions on vesting. As of April 2, 2022, there have been 1,000,000 shares of common stock cumulatively reserved since inception of the Inducement Plan for issuance to employees, non-employee directors, and consultants of the Company. The Company settles stock option exercises, grants of restricted stock, and release of vested restricted stock units with newly issued common stock.

The exercise price of stock options may not be less than 100% of the fair market value of the Company's common stock on the date of grant. The term of an option may not exceed seven years from the date it is granted. Stock options granted to employees vest over a three year period and stock options granted to non-employee directors vest over a four year period.

RSAs and RSUs are granted to directors, executives, and employees. The estimated fair value of the restricted stock and restricted stock unit grants is determined based on the fair market value of our common stock on the date of grant. RSAs and RSUs granted to employees generally vest over a three year period and to non-employee directors over a one year period.

PSUs are granted to vice presidents and executives of the Company and contain a market condition based on TSR. The LD&C Committee of the Board sets a target and maximum value that each executive could earn based on an annual comparison of the total stockholder return on the Company's common stock against the Index, an index the Committee determined appropriate to compare to the total stockholder return on its stock. PSUs will be delivered in common stock over the vesting period of three years based on the Company’s actual performance compared to the target performance criteria. Awards granted subsequent to May 6, 2019 may equal from zero percent (0%) to 200% of the target award. The fair value of PSUs is estimated on the grant date of award using a Monte Carlo simulation model to estimate the total return ranking of the Company’s stock among the Index companies over each performance period.

At April 2, 2022, there were no options granted to purchase shares of common stock and 271,601 shares of unvested restricted stock and restricted stock units outstanding. There were 601,000 shares available for future grant under the Inducement Plan.

On June 10, 2002, the Board adopted the 2002 ESPP, which was approved by the stockholders on July 17, 2002, to provide eligible employees with an opportunity to purchase the Company's common stock through payroll deductions. The ESPP qualifies as an employee stock purchase plan under Section 423 of the Internal Revenue Code. Under the ESPP, which is effective until terminated by the Board, the purchase price of the Company's common stock is equal to 85% of the lesser of the closing price of the common stock on (i) the first day of the offering period or (ii) the last day of the offering period. Each offering period is six months long. There were 468,553, 822,748, and 736,184, shares issued under the ESPP in Fiscal Years 2022, 2021, and 2020, respectively. At April 2, 2022, there were 1,708,704 shares reserved for future issuance under the ESPP. The total cash received from employees as a result of stock issuances under the ESPP during Fiscal Year 2022 was $11.8 million, net of taxes.


	Fiscal Year Ended
(in thousands)	April 2, 2022		April 3, 2021		March 28, 2020
Cost of revenues	$	5,092	$	2,939	$	3,992

Research, development and engineering	9,478		13,785		16,785
Selling, general, and administrative	33,590		25,926		36,318
Operating expenses	43,068		39,711		53,103

Total stock-based compensation expense	48,160		42,650		57,095
Income tax benefit	(7,587)		(10,321)		(7,369)
Total stock-based compensation expense, net of tax	$	40,573	$	32,329	$	49,726

The total intrinsic value of options exercised during all periods presented was immaterial. Intrinsic value is defined as the amount by which the fair value of the underlying stock exceeds the exercise price at the time of option exercise.

The weighted average grant-date fair value of restricted stock is based on the quoted market price of the Company's common stock on the date of grant. The weighted average grant-date fair values of restricted stock granted during Fiscal Years 2022, 2021, and 2020 were $30.39, $15.42, and $33.77, respectively. The total grant-date fair values of restricted stock that vested during Fiscal Years 2022, 2021, and 2020 were $29.0 million, $39.5 million, and $38.2 million, respectively.

As of April 2, 2022, the total unrecognized compensation cost related to non-vested restricted stock was $40.8 million and is expected to be recognized over a weighted average period of 1.6 years. Under the terms of the Merger Agreement, at or immediately prior to the consummation of the Merger, (i) each then-outstanding share of restricted stock will immediately vest and be converted into the right to receive $40 per share, (ii) each then-outstanding RSU that was granted prior to the date of the Merger Agreement will be canceled and converted into the right to receive $40 per share underlying such RSU and (iii) each then-outstanding RSU that was granted on or after the date of the Merger Agreement will either (in the discretion of HP) be assumed by HP and converted into restricted stock units of HP or canceled and converted into the right to receive restricted cash, payable in accordance with the same vesting schedule , in each case as further detailed in the Merger Agreement.

The weighted average grant-date fair values of PSUs granted during Fiscal Years 2022, 2021, and 2020 were $53.65, $22.83, and $57.16, respectively. The total grant-date fair values of PSUs that vested during Fiscal Years 2022 and 2021 were $2.7 million and $5.7 million, respectively. The total grant-date fair value of PSUs that vested during Fiscal Year 2020 was immaterial.

The Company estimates the fair value of ESPP shares using a Black-Scholes option valuation model. At the date of grant, the Company estimates the fair value of purchase rights granted under the ESPP using the following weighted average assumptions:


	Fiscal Year Ended
	April 2, 2022			April 3, 2021			March 28, 2020
Expected volatility	63.4		%	94.8		%	67.0		%
Risk-free interest rate	0.4		%	0.1		%	1.7		%
Expected dividends	—		%	—		%	3.1		%
Expected life (in years)	0.5			0.5			0.5
Weighted-average grant date fair value	$	9.85		$	12.60		$	6.64