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                                                                 EXHIBIT 10.10.2




                  EXECUTIVE OFFICER CHANGE IN CONTROL AGREEMENT


         THIS AGREEMENT dated December 5, 1997 is made by and between PictureTel
Corporation, a Delaware Corporation, (the "Company") and Richard B. Goldman, 90
Westerly Road, Weston, MA 02193 ("Executive").

         WHEREAS the Company considers it essential to the best interests of the
Company, its shareholders, and its employees generally to foster the continuous
employment of key management personnel; and

         WHEREAS the Board of Directors of the Company (the "Board") recognizes
that, as is the case with many publicly held corporations, the possibility of a
Change in Control (as defined in the last Section hereof) exists and that such
possibility, and the uncertainty and questions which it may raise among the
Company's management, may result in the departure or distraction of management
personnel to the detriment of the Company and its shareholders; and

         WHEREAS the Board has determined that appropriate steps should be taken
to reinforce and encourage the continued attention and dedication of members of
the Company's management, including the Executive, to their assigned duties
without distraction in the face of potentially disrupting circumstances arising
from the possibility of a Change in Control;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained and other good and valuable consideration, the
Company and the Executive hereby agree as follows:

         1.0 DEFINED TERMS. The definition of capitalized terms used in this
Agreement is provided in the last Section hereof.

         2.0 TERM OF AGREEMENT. This Agreement shall commence on the date hereof
and shall continue in effect through November 30, 2000; provided, however, that
commencing on December 1, 1998 and each December 1st thereafter, the term of
this Agreement shall automatically be extended for one additional year unless,
not later than September 30th preceding that December 1st, the Company or the
Executive shall have given notice not to extend this Agreement or a Change in
Control shall have occurred prior to such September 30th; provided, however, if
a Change in Control shall have occurred during the term of this Agreement, this
Agreement shall continue in effect for a period of not less than thirty-six (36)
months beyond the date such Change in Control occurred.

         3.0 COMPANY'S COVENANTS SUMMARIZED. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4.0 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the Company is terminated
following a Change in Control and during the term of this Agreement. No amount
or benefit shall be payable under this Agreement unless there shall have been
(or, under the terms hereof, there shall be deemed to have been) a termination
of the Executive's employment with the Company following a Change in Control.
This Agreement shall not be construed as creating an express or implied contract
of employment prior to the date of a Change in Control and, except as otherwise
agreed in writing between the Executive and the Company, including the
Employment Agreement dated December 5, 1997, the Executive shall not have any
right to be retained in the employ of the Company.
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         4.0 THE EXECUTIVE'S COVENANTS. The Executive agrees that, subject to
the terms and conditions of this Agreement, in the event of a Potential Change
in Control during the term of this Agreement, the Executive will remain in the
employ of the Company until the earliest of (A) a date which is six (6) months
from the date of such Potential Change of Control, (B) the date of a Change in
Control, (C) the date of termination by the Executive of the Executive's
employment for Good Reason (determined by treating the Potential Change in
Control as a Change in Control in applying the definition of Good Reason), by
reason of death or Disability, or (D) the termination by the Company of the
Executive's employment for any reason.

         5.0 COMPENSATION OTHER THAN SEVERANCE PAYMENTS.

         5.1 Following a Change in Control during the term of this Agreement,
during any period that the Executive fails to perform the Executive's full-time
duties with the Company as a result of incapacity due to physical or mental
illness, the Company shall pay the Executive's full salary to the Executive at
the rate in effect at the commencement of any such period, together with all
compensation and benefits payable to the Executive under the terms of any
compensation or benefit plan, program or arrangement maintained by the Company
during such period, until the Executive's employment is terminated by the
Company for Disability.

         5.2 If the Executive's employment shall be terminated for any reason
following a Change in Control during the term of this Agreement, the Company
shall pay the Executive's full salary to the Executive through the Date of
Termination at the rate in effect at the time the Notice of Termination is
given, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of any compensation or benefit
plan, program or arrangement maintained by the Company prior to the Date of
Termination.

         5.3 If the Executive's employment shall be terminated for any reason
following a Change in Control during the term of this Agreement, the Company
shall pay the Executive's normal post-termination compensation and benefits to
the Executive as such payments become due. Such post-termination compensation
and benefits shall be determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or benefit plans,
programs and arrangements; provided however, that the Severance Payments under
Section 6.0 of this Agreement shall be the only severance paid following a
Change in Control during the term of this Agreement.

         6.0 SEVERANCE PAYMENTS.

         6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive
the payments described in this Section 6.1 ("Severance Payments") upon the
termination of the Executive's employment following a Change in Control during
the term of this Agreement, in addition to the payments and benefits described
in Section 5.0 hereof, unless such termination is (A) by the Company for Cause,
(B) by reason of death or Disability, or (C) by the Executive without Good
Reason. The Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason if the Executive's employment is terminated prior to a Change
in Control without Cause at the direction (or action which constitutes a
direction) of a Person who has entered into an agreement with the Company the
consummation of which will constitute a Change in Control or if the Executive
terminates his employment with Good Reason prior to a Change in Control
(determined by treating a Potential Change in Control as a Change in Control in
applying the definition of Good Reason) if the circumstance or event which
constitutes Good Reason occurs at the direction (or action which constitutes a
direction) of such Person.

         (i) Subsequent to the Date of Termination, the Company shall make cash
         severance payments to the Executive over a twenty-four (24) month
         period in substantially equal bi-weekly installments, in an amount
         equal to two (2) times the sum of (a) the higher of the Executive's
         annual base salary in effect immediately prior to the occurrence of the
         event
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         or circumstance upon which the Notice of Termination is based or in
         effect immediately prior to the Change in Control, and (b) the higher
         of the highest annual bonus paid to the Executive in the three years
         preceding the year in which the Date of Termination occurs or paid in
         the three years preceding the year in which the Change in Control
         occurs.

         (ii) For a twenty-four (24) month period after the Date of Termination,
         the Company shall arrange to provide the Executive with medical and
         dental insurance benefits substantially similar to those which the
         Executive is receiving immediately prior to the Notice of Termination
         (without giving effect to any reduction in such benefits subsequent to
         a Change in Control which reduction constitutes Good Reason). Benefits
         otherwise receivable by the Executive pursuant to this Section 6.1(ii)
         shall be reduced to the extent comparable benefits are actually
         received by or made available to the Executive without cost during the
         twenty-four (24) month period following the Executive's termination of
         employment (and any such benefits actually received by the Executive
         shall be reported to the Company by the Executive). If the benefits
         provided to the Executive under this Section 6.1(ii) shall result in a
         decrease, pursuant to Section 6.2, in the Change in Control Payments
         and these Section 6.1(ii) benefits are thereafter reduced pursuant to
         the immediately preceding sentence because of the receipt of comparable
         benefits, the Company shall, at the time of such reduction, pay to the
         Executive the lesser of (a) the amount of the decrease made in the
         Severance Payments pursuant to Section 6.2, or (b) the maximum amount
         which can be paid to the Executive without being, or causing any other
         payment to be, nondeductible by reason of section 28OG of the Code.

         6.2 Notwithstanding any other provisions of this Agreement, in the
event that any payment or benefit received or to be received by the Executive in
connection with a Change in Control or the termination of the Executive' s
employment (whether or not received pursuant to the terms of this Agreement)
(all such payments and benefits, including but not limited to the Severance
Payments, being hereinafter called the "Total Payments") would be subject in
whole or in part to the Excise Tax, then the Severance Payments shall be reduced
to the extent, but only to the extent, necessary so that no portion of the Total
Payments is subject to the Excise Tax; provided, that no such reduction shall be
effected unless the net amount of the Total Payments after such reduction in the
Severance Payments and after deduction of the net amount of federal, state and
local income taxes on such reduced Total Payments would be greater than the
excess of (a) the net amount of the Total Payments without such reduction in the
Severance Payments but after deduction of the net amount of federal, state and
local income taxes (other than the Excise Tax) on such unreduced Total Payments,
over (b) the Excise Tax to which the Total Payments are subject. The
determination as to whether a reduction in Severance Payments is to be made
under this Section 6.2 and, if so, the amount of any such reduction shall be
made by the Company's auditors or by such other firm of certified public
accountants, benefits consulting firm or legal counsel as the Board may
designate prior to the Change in Control.

         The Company shall provide the executive with its calculations of the
amounts referred to in this Section 6.2 and such supporting materials as are
reasonably necessary for the Executive to evaluate the Company's calculations.

         6.3 The Company also shall pay to the Executive all legal fees and
expenses incurred by the Executive as a result of a termination which entitles
the Executive to the Severance Payments (including all such fees and expenses,
if any, incurred in disputing any such termination or in seeking in good faith
to obtain or enforce any benefit or right provided by this Agreement or in
connection with any tax audit or proceeding to the extent attributable to the
application of section 4999 of the Code to any payment or benefit provided
hereunder). Such payments shall be made within five (5) business days after
delivery of the Executive's written requests for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may require.
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         7.0 TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

         7.1 Notice of Termination. After a Change in Control and during the
term of this Agreement, any purported termination of the Executive's employment
(other than by reason of death) shall be communicated by written Notice of
Termination from one party hereto to the other party hereto in accordance with
Section 10.0 hereof. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. Further, a Notice of Termination
for Cause is required to include a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters (3/4) of the entire membership
of the Board at a meeting of the Board which was called and held for the purpose
of considering such termination (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be
heard before the Board) finding that, in the good faith opinion of the Board,
the Executive was guilty of conduct set forth in clause (i) or (ii) of the
definition of Cause herein, and specifying the particulars thereof in detail.

         7.2 Date of Termination. "Date of Termination", with respect to any
purported termination of the Executive's employment after a Change in Control
during the term of this Agreement, shall mean:

         (A) if the Executive's employment is terminated for Disability, thirty
         (30) days after Notice of Termination is given (provided that the
         Executive shall not have returned to the full-time performance of the
         Executive's duties during such thirty (30) day period), and

         (B) if the Executive's employment is terminated for any other reason,
         the date specified in the Notice of Termination (which, in the case of
         a termination by the Company, shall not be less than thirty (30) days
         (except in the case of a termination for Cause) and, in the case of a
         termination by the Executive, shall not be less than fifteen (15) days
         nor more than sixty (60) days, respectively, from the date such Notice
         of Termination is given).

         7.3 Dispute Concerning Termination. If within fifteen (15) days after
any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally resolved, either by mutual written agreement of the
parties, by arbitrator's award, or, to the extent permitted by Section 14.0, by
a final judgment, order or decree of a court of competent jurisdiction on the
arbitrator's award (which is not appealable or with respect to which the time
for appeal therefrom has expired and no appeal has been perfected); provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.

         7.4 Compensation During Dispute. If a purported termination occurs
following a Change in Control and during the term of this Agreement and such
termination is disputed in accordance with Section 7.3 hereof, the Company shall
continue to pay the Executive the full compensation in effect when the notice
giving rise to the dispute was given (including, but not limited to, salary) and
continue the Executive as a participant in all compensation, benefit and
insurance plans in which the Executive was participating when the notice giving
rise to the dispute was given, until the dispute is finally resolved in
accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in
addition to all other amounts due under this Agreement (other than those due
under Section 5.2 hereof) and shall not be offset against or reduce any other
amounts due under this Agreement.
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         8.0 NO MITIGATION. The Company agrees that, if the Executive's
employment by the Company is terminated during the term of this Agreement, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section
6.0 or Section 7.4. Further, the amount of any payment or benefit provided for
in Section 6.0 (other than Section 6.1(ii)) or Section 7.4 shall not be reduced
by any compensation earned by the Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed
to be owed by the Executive to the Company, or otherwise.

         9.0 SUCCESSORS; BINDING AGREEMENT.

                  9.1 In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and / or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled to
hereunder if the Executive were to terminate the Executive's employment for Good
Reason after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. In any event this agreement shall be binding
upon the Company and any successors or assignee.

         9.2 This Agreement shall inure to the benefit of and be enforceable by
the Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive shall
die while any amount would still be payable to the Executive hereunder (other
than amounts which, by their terms, terminate upon the death of the Executive)
if the Executive had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of the Executive's
estate.

         10.0 NOTICES. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered in hand or when delivered or
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below, or to such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:

         To the Company:

         PictureTel Corporation
         100 Minuteman Road
         Andover, Massachusetts 01810
         Attention: General Counsel

         To the Executive:

         Richard B. Goldman
         90 Westerly Road
         Weston, MA 02193
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         11.0 MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the Commonwealth of Massachusetts and the Agreement shall be an
instrument under seal. All references to sections of the Exchange Act or the
Code shall be deemed also to refer to any successor provisions to such sections.
Any payments provided for hereunder shall be paid net of any applicable
withholding required under federal, state or local law and any additional
withholding to which the Executive has agreed. The obligations of the Company
and the Executive under Sections 6.0, 7.0, 8.0 and 14.0 shall survive the
expiration of the term of this Agreement.

         12.0 VALIDITY. The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect. In
addition, if any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be deemed modified
to the extent necessary to enable such provision to be valid and enforceable.

         13.0 COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         14.0 SETTLEMENT OF DISPUTES; ARBITRATION. All claims by the Executive
for benefits under this Agreement shall be directed to the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board then shall afford a reasonable opportunity to the Executive for
a review of the decision denying a claim and shall further allow the Executive
to appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that the Executive's claim has been denied. Any
further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Boston, Massachusetts
in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having
jurisdiction; provided, however, that the Executive shall be entitled to seek
specific performance of the Executive's right to be paid until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement in such arbitration or by a proceeding in the
federal court in Boston or the Massachusetts state court in Essex County.

         15.0 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings indicated below:

         (A) "Base Amount" shall have the meaning defined in section 28OG(b)(3)
         of the Code.

         (B) "Beneficial Owner" shall have the meaning defined in Rule 13d-3
         under the Exchange Act.

         (C) "Board" shall mean the Board of Directors of the Company.
<PAGE>   7
         (D) "Cause" for termination by the Company of the Executive's
         employment, after any Change in Control, shall mean:

              (i) the willful and continued failure by the Executive to
              substantially perform the Executive's duties with the Company
              (other than any such failure resulting from the Executive's
              incapacity due to physical or mental illness or any such actual or
              anticipated failure after the issuance of a Notice of Termination
              for Good Reason by the Executive pursuant to Section 7.1) after a
              written demand for substantial performance is delivered to the
              Executive by the Board, which demand specifically identifies the
              manner in which the Board believes that the Executive has not
              substantially performed the Executive's duties, or

              (ii) the willful engaging by the Executive in conduct which is
              demonstrably and materially injurious to the Company or its
              subsidiaries, monetarily or otherwise.

         For purposes of clauses (i) and (ii) of this definition, no act, or
         failure to act, on the Executive's part shall be deemed "Willful"
         unless done, or omitted to be done, by the Executive not in good faith
         and without reasonable belief that the Executive's act, or failure to
         act, was in the best interest of the Company.

         (E) A "Change in Control", shall be deemed to have occurred if the
         conditions set forth in any one of the following paragraphs shall have
         been satisfied:

              (i) any Person is or becomes the Beneficial Owner, directly or
              indirectly, of securities of the Company representing twenty-five
              (25) percent or more of the combined voting power of the Company's
              then outstanding securities; or

              (ii) during any period of not more than two consecutive years (not
              including any period prior to the execution of this Agreement),
              individuals who at the beginning of such period constitute the
              Board and any new director (other than a director designated by a
              Person who has entered into an agreement with the Company to
              effect a transaction described in clause (i), (ii) or (iii) of
              this Section 15(E)) whose election by the Board or nomination for
              election by the Company's 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 for election was previously so approved,
              cease for any reason to constitute a majority thereof; or

              (iii) the shareholders of the Company approve a merger or
              consolidation of the Company with any other corporation, other
              than (a) 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) sixty (60) percent or more of the combined voting power of
              the voting securities of the Company or such surviving entity
              outstanding immediately after such merger or consolidation, or (b)
              a merger or consolidation effected to implement a recapitalization
              of the Company (or similar transaction) in which no Person
              acquires twenty-five (25) percent or more of the combined voting
              power of the Company's then outstanding securities; or

              (iv) the shareholders of the Company approve a plan of complete
              liquidation of the Company or an agreement for the sale or
              disposition by the Company of all or substantially all the
              Company's assets.
<PAGE>   8
         (F) "Code" shall mean the Internal Revenue Code of 1986, as amended
         from time to time.

         (G) "Company" shall mean PictureTel Corporation and any successor to
         its business and/or assets which assumes and agrees to perform this
         Agreement by operation of law, or otherwise (except in determining,
         under Section 15(E) hereof, whether or not any Change in Control of the
         Company has occurred in connection with such succession).

         (H) "Date of Termination" shall have the meaning stated in Section 7.2
         hereof.

         (I) "Disability" shall be deemed the reason for the termination by the
         Company of the Executive's employment, if, as a result of the
         Executive's incapacity due to physical or mental illness, the Executive
         shall have been absent from the full-time performance of the
         Executive's duties with the Company for a period of six (6) consecutive
         months, the Company shall have given the Executive a Notice of
         Termination for Disability, and, within thirty (30) days after such
         Notice of Termination is given, the Executive shall not have returned
         to the full-time performance of the Executive's duties.

         (J) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

         (K) "Excise Tax" shall mean any excise tax imposed under section 4999
         of the Code.

         (L) "Executive" shall mean the individual named in the first paragraph
         of this Agreement.

         (M) "Good Reason" for termination by the Executive of the Executive's
         employment shall mean the occurrence (without the Executive's express
         written consent) of any one of the following acts by the Company, or
         failures by the Company to act, unless, in the case of any act or
         failure to act described in paragraph (i), (v), (vi), or (vii), below,
         such act or failure to act is corrected prior to the Date of
         Termination specified in the Notice of Termination given in respect
         thereof:

              (i) the assignment to the Executive of any duties inconsistent
              with the Executive's status as a senior executive officer of the
              Company or a substantial adverse alteration in the nature or
              status of the Executive's responsibilities from those in effect
              immediately prior to the Change in Control;

              (ii) a reduction by the Company in the Executive's annual base
              salary as in effect on the date hereof or as the same may be
              increased from time to time;

              (iii) the relocation of the Company's principal executive offices
              to a location more than thirty (30) miles] from the location of
              such offices immediately prior to the Change in Control or the
              Company's requiring the Executive to be based anywhere other than
              the Company's principal executive offices, except for required
              travel on the Company's business to an extent substantially
              consistent with the Executive's present business travel
              obligations;

              (iv) the failure by the Company, without the Executive's consent,
              to pay to the Executive any portion of the Executive's current
              compensation, or to pay to the Executive any portion of an
              installment of deferred compensation under any deferred
              compensation program of the Company, within seven (7) days of the
              date such compensation is due;
<PAGE>   9
              (v) the failure by the Company to continue in effect any
              compensation plan in which the Executive participates immediately
              prior to the Change in Control which is material to the
              Executive's total compensation, including but not limited to the
              Company's Equity Incentive Plan and Employee Stock Purchase Plan
              or any substitute plans adopted prior to the Change in Control,
              unless an equitable arrangement (embodied in an ongoing substitute
              or alternative plan) has been made with respect to such plan, or
              the failure by the Company to continue the Executive's
              participation therein (or in such substitute or alternative plan)
              on a basis not materially less favorable, both in terms of the
              amount of benefits provided and the level of the Executive's
              participation relative to other participants, as existed at the
              time of the Change in Control;

              (vi) the failure by the Company to continue to provide the
              Executive with benefits substantially similar to those enjoyed by
              the Executive under any of the Company's pension, life insurance,
              medical, health and accident, or disability plans in which the
              Executive was participating at the time of the Change in Control,
              the taking of any action by the Company which would directly or
              indirectly materially reduce any of such benefits or deprive the
              Executive of any material fringe benefit enjoyed by the Executive
              at the time of the Change in Control, or the failure by the
              Company to provide the Executive with the number of paid vacation
              days to which the Executive is entitled on the basis of years of
              service with the Company in accordance with the Company's normal
              vacation policy in effect at the time of the Change in Control; or

              (vii) any purported termination of the Executive's employment
              which is not effected pursuant to a Notice of Termination
              satisfying the requirements of Section 7.1; for purposes of this
              Agreement, no such purported termination shall be effective.

              The Executive's right to terminate the Executive's employment for
              Good Reason shall not be affected by the Executive's incapacity
              due to physical or mental illness. The Executive's continued
              employment shall not constitute consent to, or a waiver of rights
              with respect to, any act or failure to act constituting Good
              Reason hereunder.

         (N) "Notice of Termination" shall have the meaning stated in Section
         7.1 hereof.

         (O) "Person" shall have the meaning given in Section 3(a)(9) of the
         Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof;
         however, a Person shall not include:

              (i) the Company,

              (ii) a trustee or other fiduciary holding securities under an
              employee benefit plan of the Company, or

              (iii) a corporation owned, directly or indirectly, by the
              stockholders of the Company in substantially the same proportions
              as their ownership of stock of the Company.

         (P) "Potential Change in Control', shall be deemed to have occurred if
         the conditions set forth in any one of the following paragraphs shall
         have been satisfied:

              (i) the Company enters into an agreement, the consummation of
              which would result in the occurrence of a Change in Control;

              (ii) the Company or any Person publicly announces an intention to
              take or to consider taking actions which, if consummated, would
              constitute a Change in Control;
<PAGE>   10
              (iii) the Board adopts a resolution to the effect that, for
              purposes of this Agreement, a Potential Change in Control has
              occurred.

         (Q) "Severance Payments" shall mean those payments described in Section
         6.1 hereof.

         (R) "Total Payments" shall mean those payments described in Section 6.2
         hereof.


                                        PictureTel Corporation


                                        By __________________________
                                     Name: Norman Gaut
                                    Title: Chairman of the Board and
                                           Chief Executive Officer

                                        __________________________
                                         Richard B. Goldman