Prepared by MerrillDirect





EXHIBIT
10.2


POLYCOM, INC.


CHANGE OF CONTROL SEVERANCE AGREEMENT


             This
Change of Control Severance Agreement (the “Agreement”) is made and entered
into by and between ____________ (the “Employee”) and Polycom, Inc., a Delaware
Corporation (the “Company”), effective as of _____________  (the “Effective Date”).


RECITALS


             1.         It is expected that the Company from
time to time will consider the possibility of an acquisition by another company
or other change of control.  The Board
of Directors of the Company (the “Board”) recognizes that such consideration
can be a distraction to the Employee and can cause the Employee to consider
alternative employment opportunities. 
The Board has determined that it is in the best interests of the Company
and its stockholders to assure that the Company will have the continued
dedication and objectivity of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined herein) of the Company.


             2.         The Board believes that it is in the
best interests of the Company and its stockholders to provide the Employee with
an incentive to continue his or her employment and to motivate the Employee to
maximize the value of the Company upon a Change of Control for the benefit of
its stockholders.


             3.         The Board believes that it is
imperative to provide the Employee with certain severance benefits upon the
Employee’s termination of employment following a Change of Control.  These benefits will provide the Employee
with enhanced financial security and incentive and encouragement to remain with
the Company notwithstanding the possibility of a Change of Control.


             4.         Certain capitalized terms used in the
Agreement are defined in Section 7 below.


AGREEMENT


             NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
parties hereto agree as follows:


             1.         Term of Agreement.  This Agreement shall terminate upon the date
that all of the obligations of the parties hereto with respect to this
Agreement have been satisfied.


             2.         At-Will Employment.  The Company and the Employee acknowledge
that the Employee’s employment is and shall continue to be at-will, as defined
under applicable law, except as may otherwise be specifically provided under
the terms of any written formal employment agreement between the Company and
the Employee (an “Employment Agreement”). 
If the Employee’s employment terminates for any reason, including
(without limitation) any termination prior to a Change of Control, the Employee
shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement or under his or her
Employment Agreement.





          3.         Agreement to Remain with the Company
for 6 Months Following a Change of Control.  Executive agrees to remain employed with the Company (or its successor
corporation) for a period of six (6) months following a “Change of Control” (as
defined herein) unless his or her employment terminates due to Executive’s
death, becoming “Disabled” (as defined herein), for “Good Reason” (as defined
herein), or is terminated involuntarily by the Company during such six (6)
month period.


          4.         Severance Benefits.


                         (a)        Involuntary Termination Other than
for Cause or Voluntary Termination for Good Reason Following a Change of
Control.  If within twelve (12)  months following a Change of Control (i) the
Employee terminates his or her employment with the Company (or any parent or
subsidiary of the Company) for “Good Reason” (as defined herein) or (ii) the
Company (or any parent or subsidiary of the Company) terminates the Employee’s
employment for other than “Cause” (as defined herein), or (iii) the Employee
dies or terminates employment due to becoming Disabled (as defined herein) and
the Employee, except in the case of death, signs and does not revoke a standard
release of claims with the Company in a form acceptable to the Company, then
the Employee shall receive the following severance from the Company:


                                     
(i)        Severance Payment.  The Employee shall be entitled to receive a
lump-sum severance payment (less applicable withholding taxes) equal to 100% of
the Employee’s annual base salary (as in effect immediately prior to (A) the
Change of Control, or (B) the Employee’s termination, whichever is greater)
plus 100% of the Employee’s target bonus for the fiscal year in which the
Change of Control or the Employee’s termination occurs, whichever is greater.


                                     
(ii)       Options; Restricted Stock.  All of the Employee’s then outstanding
options to purchase shares of the Company’s Common Stock (the “Options”) shall
immediately vest and became exercisable. 
Additionally, all of the shares of the Company’s Common Stock then held
by the Employee subject to a Company repurchase right (the “Restricted Stock”)
shall immediately vest and the Company’s right of repurchase with respect to
such shares of Restricted Stock shall lapse. 
The Options shall remain exercisable following the termination for the
period prescribed in the respective option agreements.


                                     
(iii)      Continued
Employee Benefits. Company-paid health,
dental, vision, long-term disability and life insurance coverage at the same
level of coverage as was provided to such Employee immediately prior to the
Change of Control and at the same ratio of Company premium payment to Employee
premium payment as was in effect immediately prior to the Change of Control
(the “Company-Paid Coverage”).  If such
coverage included the Employee's dependents immediately prior to the Change of
Control, such dependents shall also be covered at Company expense.  Company-Paid Coverage shall continue until
the earlier of (i) twelve (12) months 
from the date of termination, or (ii) the date upon which the Employee
and his dependents become covered under another employer's group health,
dental, vision, long-term disability or life insurance plans that provide Employee
and his dependents with comparable benefits and levels of coverage.  For purposes of Title X of the Consolidated
Budget Reconciliation Act of 1985 (“COBRA”), the date of the “qualifying event”
for Employee and his or her dependents shall be the date upon which the
Company-Paid Coverage terminates.





                          (b)        Timing
of Severance Payments.  The
severance payment to which Employee is entitled shall be paid by the Company to
Employee in cash and in full, not later than ten (10) calendar days after the
date of the termination of Employee’s employment as provided in Section
4(a).  If the Employee should die before
all amounts have been paid, such unpaid amounts shall be paid in a lump-sum
payment (less any withholding taxes) to the Employee’s designated beneficiary,
if living, or otherwise to the personal representative of the Employee’s
estate.


                         (c)        Voluntary Resignation; Termination
for Cause.  If the Employee’s
employment with the Company terminates (i) voluntarily by the Employee other
than for Good Reason or Disability or (ii) for Cause by the Company, then the
Employee shall not be entitled to receive severance or other benefits except
for those (if any) as may then be established under the Company’s then existing
severance and benefits plans and practices or pursuant to other written
agreements with the Company.


                         (d)        Termination Apart from Change of
Control.  In the event the
Employee’s employment is terminated for any reason, either prior to the
occurrence of a Change of Control or after the twelve (12)–month period
following a Change of Control, then the Employee shall be entitled to receive
severance and any other benefits only as may then be established under the
Company’s existing written severance and benefits plans and practices or
pursuant to other written agreements with the Company.


                         (e)        Exclusive Remedy.  In
the event of a termination of Employee’s
employment within twelve (12)  months
following a Change of Control, the provisions of this Section 4 are intended to
be and are exclusive and in lieu of any other rights or remedies to which the
Employee or the Company may otherwise be entitled, whether at law, tort or
contract, in equity, or under this Agreement. 
The Employee shall be entitled to no benefits, compensation or other
payments or rights upon termination of employment following a Change in Control
other than those benefits expressly set forth in this Section 4.


             5.         Limitation on Payments.  In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee
(i) constitute “parachute payments” within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this
Section 5, would be subject to the excise tax imposed by Section 4999 of the
Code, then the Employee’s severance benefits under Section 4(a) shall be
either:


	(a)	delivered in full, or
	 	 
	(b)	delivered as to such lesser
  extent which would result in no portion of such severance benefits being
  subject to excise tax under Section 4999 of the Code, whichever of the
  foregoing amounts, taking into account the applicable federal, state and
  local income taxes and the excise tax imposed by Section 4999, results in the
  receipt by the Employee on an after-tax basis, of the greatest amount of
  severance benefits, notwithstanding that all or some portion of such
  severance benefits may be taxable under Section 4999 of the Code.  Unless the Company and the Employee
  otherwise agree in writing, any determination required under this Section 5
  shall be made in writing by the Company’s independent public accountants
  immediately prior to Change of Control (the “Accountants”), whose
  determination shall be conclusive and binding upon the Employee and the
  Company for all purposes.  For
  purposes of making the calculations required by this Section 5, the
  Accountants may make reasonable assumptions and approximations concerning
  applicable taxes and may rely on reasonable, good faith interpretations
  concerning the application of Sections 280G and 4999 of the Code.  The Company and the Employee shall furnish
  to the Accountants such information and documents as the Accountants may
  reasonably request in order to make a determination under this Section.  The Company shall bear all costs the
  Accountants may reasonably incur in connection with any calculations
  contemplated by this Section 5.




 





          6.         Pooling of Interests Limitation.  To the extent any of the benefits (including
the equity compensation vesting acceleration) hereunder would cause a
contemplated Change of Control transaction that was intended to be accounted
for as a “pooling-of-interests” transaction to become ineligible for such
accounting treatment under generally accepted accounting principles, as
determined by the Accountants, then this Agreement shall automatically be
deemed amended to provide Employee with such lesser benefits as would allow for
the contemplated Change of Control transaction to be accounted for as a
“pooling-of-interests” transaction.


          7.         Definition of Terms.  The following terms referred to in this
Agreement shall have the following meanings:


                         (a)        Cause. “Cause”
shall mean
(i) an act of personal dishonesty taken by the Employee in connection with
his responsibilities as an employee and intended to result in substantial
personal enrichment of the Employee, (ii) Employee being convicted of a
felony, (iii) a willful act by the Employee which constitutes gross
misconduct and which is injurious to the Company,  (iv) following delivery to the Employee of a written demand
for performance from the Company which describes the basis for the Company's
reasonable belief that the Employee has not substantially performed his duties,
continued violations by the Employee of the Employee's obligations to the
Company which are demonstrably willful and deliberate on the Employee's part.


                         (b)        Change of Control. 
“Change of Control” means the occurrence of
any of the following:


                                     
(i)        Any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
becomes the “beneficial owner” (as defined in Rule 13d–3 under said Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the total voting power represented by the Company’s then
outstanding voting securities; or





                               (ii)       Any action or event
occurring within a
two–year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. 
“Incumbent Directors” shall mean directors who either (A) are directors
of the Company as of the date hereof, or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but shall not
include an individual whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or


                                   (iii)    
  The consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or


                                   (iv)     
  The
consummation of the sale, lease or other disposition by the Company of all or
substantially all the Company’s assets.


                         (c)        Disability.  “
Disability” shall mean that the Employee
has been unable to perform his or her Company duties as the result of his
incapacity due to physical or mental illness, and such inability, at least
twenty-six (26) weeks after its commencement, is determined to be total and
permanent by a physician selected by the Company or its insurers and acceptable
to the Employee or the Employee’s legal representative (such Agreement as to
acceptability not to be unreasonably withheld).  Termination resulting from Disability may only be effected after
at least thirty (30) days’ written notice by the Company of its intention to
terminate the Employee’s employment.  In
the event that the Employee resumes the performance of substantially all of his
or her duties hereunder before the termination of his or her employment becomes
effective, the notice of intent to terminate shall automatically be deemed to
have been revoked.


                         (d)        Good Reason.  “Good
Reason” means without the Employee’s
express written consent (i) a material reduction of the Employee’s duties,
title, authority or responsibilities, relative to the Employee’s duties, title,
authority or responsibilities as in effect immediately prior to such reduction,
or the assignment to Employee of such reduced duties, title, authority or
responsibilities; provided, however, that a reduction in duties,
title, authority or responsibilities solely by virtue of the Company being
acquired and made part of a larger entity (as, for example, when the Senior
Vice-President of a business unit of the Company remains as such following a
Change of Control) shall not by itself constitute grounds for a “Voluntary
Termination for Good Reason”; (ii) a substantial reduction of the facilities
and perquisites (including office space and location) available to the Employee
immediately prior to such reduction; (iii) a reduction by the Company in the
base compensation of the Employee as in effect immediately prior to such
reduction; (iv) a material reduction by the Company in the kind or level of
benefits to which the Employee was entitled immediately prior to such reduction
with the result that such Employee’s overall benefits package is significantly
reduced; (v) the relocation of the Employee to a facility or a location more
than thirty-five (35) miles from such Employee ‘s then present location.





             8.         Successors.


                       (a)        The Company’s Successors.  Any successor
to the Company (whether direct
or indirect and whether by purchase, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company’s business and/or assets
shall assume the obligations under this Agreement and agree expressly to
perform the obligations under this Agreement in the same manner and to the same
extent as the Company would be required to perform such obligations in the
absence of a succession.  For all
purposes under this Agreement, the term “Company” shall include any successor
to the Company’s business and/or assets which executes and delivers the
assumption agreement described in this Section 8(a) or which becomes bound by
the terms of this Agreement by operation of law.


                       (b)        The Employee’s Successors.  The terms of
this Agreement and all rights
of the Employee hereunder shall inure to the benefit of, and be enforceable by,
the Employee’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.


             9.         Notice.


                         (a)        General. All notices and other
communications required or permitted hereunder shall be in writing, shall be
effective when given, and shall in any event be deemed to be given upon receipt
or, if earlier, (a) five (5) days after deposit with the U.S. Postal
Service or other applicable postal service, if delivered by first class mail,
postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1)
business day after the business day of deposit with Federal Express or similar
overnight courier, freight prepaid or (d) one (1) business day after
the business day of facsimile transmission, if delivered by facsimile
transmission with copy by first class mail, postage prepaid, and shall be
addressed (i) if to Employee, at his or her last known residential
address and (ii) if to the Company, at the address of its principal
corporate offices (attention: 
Secretary), or in any such case at such other address as a party may
designate by ten (10) days’ advance written notice to the other party
pursuant to the provisions above.


                         (b)        Notice of Termination. 
Any termination by the Company for Cause or
by the Employee for Good Reason or Disability or as a result of a voluntary
resignation shall be communicated by a notice of termination to the other party
hereto given in accordance with Section 9(b) of this Agreement.  Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the termination
date (which shall be not more than thirty (30) days after the giving of such
notice).  The failure by the Employee to
include in the notice any fact or circumstance which contributes to a showing
of Good Reason or Disability shall not waive any right of the Employee
hereunder or preclude the Employee from asserting such fact or circumstance in
enforcing his or her rights hereunder.


             10.       Miscellaneous Provisions.


                         (a)        No Duty to Mitigate. 
The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement, nor shall
any such payment be reduced by any earnings that the Employee may receive from
any other source.





                     (b)        Waiver.  No provision of this Agreement shall be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized officer of
the Company (other than the Employee). 
No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered
a waiver of any other condition or provision or of the same condition or
provision at another time.


                       (c)        Headings.  All captions and section headings
used in
this Agreement are for convenient reference only and do not form a part of this
Agreement.


                       (d)        Entire Agreement.  This Agreement constitutes
the entire
agreement of the parties hereto and supersedes in their entirety all prior
representations, understandings, undertakings or agreements (whether oral or
written and whether expressed or implied) of the parties with respect to the
subject matter hereof.


                       (e)        Choice of Law.  The validity, interpretation,
construction
and performance of this Agreement shall be governed by the laws of the State of
California. The Superior Court of Santa Clara County and/or the United States
District Court for the Northern District of California shall have exclusive
jurisdiction and venue over all controversies in connection herewith.


                       (f)        Severability.  The invalidity or
unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.


                       (g)        Withholding.  All payments made pursuant to
this Agreement
will be subject to withholding of applicable income and employment taxes.


                       (h)        Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.





             IN WITNESS WHEREOF, each of
the parties has executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year set forth below.


 


	COMPANY	POLYCOM, INC.
	 	 
	 	By:

	 
	 	 
	 	Title:

	 
	 	 
	 	 
	EMPLOYEE	By:

	 
	 	 
	 	Title: