Form of Non-Officer Employee Stock Option Agreement



 Exhibit 10.2 
  
 [FORM OF NON-OFFICER EMPLOYEE STOCK OPTION AGREEMENT] 
  

					
	 	  	Polycom, Inc.
	Notice of Grant of Stock Options	  	 ID: 94-3128324

	and Option Agreement	  	 4750 Willow Road

	 	  	 Pleasanton, CA 94588

			
	Name	  	Option Number:	  	00009999
	Address	  	Plan:	  	2004
	City, State Zip Code	  	ID:	  	000000

  
 Effective (Insert Date), you have been
granted a(n) Non-Qualified or Incentive Stock Option to buy XXX shares of Polycom, Inc. (the Company) stock at $XX.000 per share. 
  
 The total option price of the shares granted is $X,XXX.00. 
  
 Shares in each period will become fully vested on the date shown. 
  

							
	 Shares

	 	 Vest Type

	 	 Full Vest

	 	 Expiration


	 XX
	 	 On Vest Date
	 	 Date
	 	 Date

	 XXX
	 	 Monthly
	 	 Date
	 	 Date


  
 By your signature and the
Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a
part of this document. 
  

							
	 Polycom, Inc.
	  	 Date
	  	 	  	 
				
	 Name
	  	 Date
	  	 	  	 

  







 APPENDIX A 
  
 TERMS AND CONDITIONS OF STOCK OPTION 
  
 1. Grant of Option. The Company hereby grants to the Employee under the Plan, as a separate incentive in connection with his or her service and not
in lieu of or other compensation for his or her services, a stock option to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of the maximum number of Shares set forth on the Notice of
Grant 
  
 2. Exercise Price. The purchase price per Share
for this option (the “Exercise Price”) shall be equal to the Exercise Price set forth on the Notice of Grant. 
  
 3. Vesting Schedule. Except as otherwise provided in this Agreement, the right to exercise this option will vest in the amounts and on the dates
shown on the Notice of Grant. Except to the limited extent provided in paragraph 12, Shares scheduled to vest on any such date actually will vest only if the Employee has not incurred a Termination of Service prior to such date. If the Employee
takes a leave of absence authorized by the Company, no vesting of this option will occur during the leave. If the Employee returns to active employment with the Company or a Subsidiary within sixty (60) days after the start date of such leave, then
upon such return, the Employee will receive retroactive service credit for the period of such leave. If the Employee does not return to active employment with the Company or a Subsidiary within such sixty (60)-day period, then no credit will be
given for any part of such leave and the vesting of this option will be deferred for a period of time equal to the entire period of the leave. If this option is designated as an incentive stock option in the Notice of Grant and the leave of absence
continues for more than ninety (90) days, then this option will become a nonqualified stock option (i.e., an option that is not qualified under section 422 of the Code) beginning on the ninety-first (91st) day of the leave, unless the
Employee’s reemployment rights are guaranteed by statute or by written agreement. 
  
 4. Termination of Option. If the Employee incurs a Termination of Service for a reason other than Misconduct, death, Disability or Retirement, the Employee may, within three (3) months after the date of such
Termination of Service, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. If the Employee incurs a Termination of Service due to the Employee’s Disability or Retirement,
the Employee may, within twelve (12) months after the date of such Termination or Service, or prior to the Expiration Date, whichever shall first occur, exercise any vested but unexercised portion of this option. If the Employee incurs a Termination
of Service on account of termination by the Company for Misconduct, this option will terminate immediately and may not be exercised as to any Shares. Upon the Employee’s Termination of Service, any unvested portion of this option (after
applying the rules of Paragraph 12) shall terminate immediately. 
  
 For purposes of this Agreement, “Misconduct” means (a) the commission of any act of fraud, embezzlement or dishonesty by the Employee, (b) the Employee’s conviction of, or plea of nolo contendre to, a felony, (c) any
unauthorized use or disclosure by the Employee of confidential information or trade secrets of the Company or of any Subsidiary, or (d) any other intentional misconduct by the Employee adversely affecting the business or affairs of the Company or of
any Subsidiary in a material manner. The preceding definition shall not be deemed to be inclusive of all the acts or omissions that the Company (or any Subsidiary) may consider as grounds for the dismissal or discharge of the Employee or any other
individual in the service of the Company (or any Subsidiary). 
  
 For purposes of this Agreement, “Retirement” means Termination of Service after attaining either (a) age sixty-five (65), or (b) age fifty-five (55) plus a number of Years of Service so that the sum of the Employee’s age and
Years of Service is at least sixty-five (65). For this purpose, the Employee’s “Years of Service” equals the number of full months from the Employee’s latest hire date with the Company (or any Subsidiary) to the date of
Termination of Service, divided by 12. 
  

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 5. Death of Employee. In the event that the Employee dies while an employee or during the three
(3) or twelve (12) month periods described in paragraph 4, the Employee’s designated beneficiary (if beneficiary designations are permitted by the Company in its discretion), or if no such beneficiary survives the Employee, the administrator or
executor of the Employee’s estate, may exercise any vested but unexercised portion of the option within one (1) year after the date of the Employee’s death. Any such transferee must furnish the Company (a) written notice of his or her
status as a transferee, (b) evidence satisfactory to the Company to establish the validity of the transfer of this option and compliance with any laws or regulations pertaining to such transfer, and (c) written acceptance of the terms and conditions
of this option as set forth in this Agreement. 
  
 6. Persons
Eligible to Exercise Option. Except as provided in Paragraph 5 above or as otherwise determined by the Committee in its discretion, this option shall be exercisable during the Employee’s lifetime only by the Employee. 
  
 7. Option is Not Transferable. Except as otherwise expressly provided
herein, this option and the rights and privileges conferred hereby may not be transferred, pledged, assigned or otherwise hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment
or similar process. If permitted by applicable law, this option may be transferred pursuant to a qualified domestic relations order subject to and in accordance with such procedures as the Company (in its discretion) may approve from time to time.
Except as provided in the preceding sentence, upon any attempt to transfer, pledge, assign, hypothecate or otherwise dispose of this option, or of any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this option and the rights and privileges conferred hereby immediately shall become null and void. 
  
 8. Exercise of Option. The Employee acknowledges that the exercise of this option and the disposition of shares acquired upon exercise of this
option must comply with the terms of the Company’s securities trading policy, as it may exist from time to time. This option may be exercised by the person then entitled to do so as to any Shares which may then be purchased (a) by giving notice
of exercise in such form or manner as the Company may designate, (b) providing full payment of the Exercise Price (and the amount of any income and employment taxes and applicable fees, if any, the Company determines is required to be withheld by
reason of the exercise of this option or as is otherwise required under Paragraph 10 below), and (c) giving satisfactory assurances in the form or manner requested by the Company that the shares to be purchased upon the exercise of this option are
being purchased for investment and not with a view to the distribution thereof. Exercise of this option, other than through a stock broker-assisted transaction, will be permitted only during the regular business hours of the Company in Pleasanton,
CA. Notwithstanding any contrary provision of this Agreement, if the expiration date of this option falls on a Saturday, Sunday or holiday, the Employee may exercise any vested but unexercised portion of this option at any time prior to the close of
business on the first business day following that Saturday, Sunday or holiday. In addition, if the option is to be exercised through a stock broker-assisted transaction, the option must be exercised while the applicable stock market is open for
trading and before the option otherwise expires. 
  
 9.
Conditions to Exercise. Except as provided in Paragraph 8 above or as otherwise required as a matter of law, the Exercise Price for this option may be paid in one (1) (or a combination of two (2) or more) of the following forms: 

 
 (a) Personal check, a cashier’s check or a money order. 

 
 (b) If permitted by the Committee, irrevocable directions to a securities
broker approved by the Company to sell all or part of the option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any required withholding taxes. (The balance of the sale proceeds, if
any, will be delivered to the Employee.) 
  
 (c) In another form
permitted by the Committee in accordance with the terms of the Plan. 
  

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 10. Tax Withholding and Payment Obligations. The Company will assess its requirements regarding
tax, social insurance and any other payroll tax withholding and reporting in connection with this option, including the grant, vesting or exercise of this option or sale of shares acquired pursuant to the exercise of this option (“tax-related
items”). These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Employee hereby acknowledges and agrees that the ultimate liability for any and all
tax-related items is and remains his or her responsibility and liability and that the Company (a) makes no representations or undertaking regarding treatment of any tax-related items in connection with any aspect of this option grant, including the
grant, vesting or exercise of this option and the subsequent sale of shares acquired pursuant to the exercise of this option; and (b) does not commit to structure the terms of the grant or any aspect of this option to reduce or eliminate the
Employee’s liability regarding tax-related items. In the event the Company determines that it and/or a Subsidiary must withhold any tax-related items as a result of the Employee’s participation in the Plan, the Employee agrees as a
condition of the grant of this option to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Employee authorizes the Company and/or a Subsidiary to withhold all applicable withholding taxes from
any cash compensation due to the Employee. Furthermore, the Employee agrees to pay the Company and/or a Subsidiary any amount of taxes the Company and/or a Subsidiary may be required to withhold as a result of the Employee’s participation in
the Plan that cannot be satisfied by deduction from cash compensation due to the Employee. The Employee acknowledges that he or she may not exercise this option unless the tax withholding obligations of the Company and/or any Subsidiary are
satisfied. 
  
 11. Suspension of Exercisability. If at any
time the Company shall determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority,
is necessary or desirable as a condition of the purchase of Shares hereunder, this option may not be exercised, in whole or in part, unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company. The Company shall make reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental
authority. 
  
 12. Change in Control. In the event of a
Change in Control, this option shall be subject to the definitive agreement governing such Change in Control. Such agreement, without the Employee’s consent and notwithstanding any provision to the contrary in this Agreement or the Plan, must
provide for one of the following: (a) the assumption of this option by the surviving corporation or its parent; (b) the substitution by the surviving corporation or its parent of options with substantially the same terms as this option; (c) the
conversion of this option into an option to purchase the consideration received by the stockholders of the Company in the Change in Control; (d) the termination of this option after the Company shall have provided the Employee with the ability to
exercise this option as to all Shares, including Shares which otherwise would not be then exercisable, for a period of fifteen (15) days or less before the consummation of the Change in Control; or (e) the cancellation of this option after payment
to the Employee of an amount in cash or cash equivalents equal to (A) the fair market value of the Shares subject to this option at the time of the Change in Control minus (B) the Exercise Price of the Shares subject to this option at the time of
the Change in Control. In the event the definitive agreement does not provide for one of the foregoing alternatives with respect to the treatment of this option, this option shall have the treatment specified in clause (d) of the preceding sentence.
The Committee may, in its sole discretion, accelerate the exercisability and vesting of this option in connection with any of the foregoing alternatives. For purposes of this Agreement, “Change in Control” means the occurrence of any of
the following events: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the 1934 Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the 1934 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; (b) the consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets; (c) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; or (d) 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 or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger
or 
  

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 consolidation. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of
the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors at the time of such election or nomination (but will 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). 
  
 Notwithstanding anything herein to the contrary, in the event the Employee incurs a Termination of Service within twelve (12) months following a Change in
Control on account of a termination by the Company (or any Subsidiary) for any reason other than Misconduct or on account of a termination by the Employee for Good Reason, then the right to exercise this option immediately will vest as to all of the
Shares set forth on the Notice of Grant. For purposes of this Agreement, “Good Reason” means, without the Employee’s written consent, (a) a relocation of the Employee’s principal place of employment by more than fifty (50) miles
from the location immediately prior to the Change in Control, (b) a reduction in the Employee’s base salary by more than 10% or a material reduction in the Employee’s kind or level of benefits (not including base salary, incentive
compensation or equity compensation) that, in either instance, is not applied to all similarly situated employees, or (c) a change in the Employee’s duties that is materially inconsistent with the Employee’s education, professional
training and experience at the Company. 
  
 13. No Rights of
Stockholder. Neither the Employee (nor any transferee) shall be or have any of the rights or privileges of a stockholder of the Company in respect of any of the Shares issuable pursuant to the exercise of this option unless and until
certificates representing such Shares shall have been issued and recorded on the records of the Company or its transfer agents or registrars and delivered to the Employee (or transferee). 
  
 14. Address for Notices. Any notice to be given to the Company under the terms of this Agreement shall be addressed
to the Company, in care of its Secretary, at 4750 Willow Road, Pleasanton, CA 94588, or at such other address as the Company may hereafter designate in writing. 
  

15. Maximum Term of Option. Except to the limited extent provided in paragraph 5 above, this option is not exercisable after the Expiration
Date. 
  
 16. Binding Agreement. Subject to the limitation
on the transferability of this option contained herein, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
  
 17. Plan Governs. This Agreement is subject to all of the terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. Capitalized terms and phrases used and not defined in this Agreement
shall have the meaning set forth in the Plan. The Company may, in its discretion, issue newly issued shares or treasury shares pursuant to this option. 
  
 18. Incentive Stock Option Rules. If this option is designated in the Notice of Grant as an incentive stock option (i.e., as an option
qualified under Section 422 of the Code), the rules of this paragraph 18 shall apply to the option. If this option is exercised more than three (3) months after the Employee’s Termination of Service for any reason other than Disability or
death, this option no longer will be an incentive stock option and instead will be deemed to be a nonqualified stock option (unless the employee dies within such three-month period). If this option is exercised more than one (1) year after the
Participant’s Termination of Service on account of Disability, this option no longer will be an incentive stock option and instead will be deemed to be a nonqualified stock option (unless the employee dies within such one-year period). If the
fair market value (determined on the applicable grant date of the option) of the shares with respect to which incentive stock options are exercisable for the first time by the Employee during any calendar year (under all incentive stock options
granted to Employee under all plans of the Company and its Subsidiaries) exceeds $100,000, the portion of the option shares in excess of $100,000 instead shall be deemed to be shares under a nonqualified stock option (rather than under an incentive
stock option). 
  
 19. Committee Authority. The Committee
shall have all discretion, power, and authority to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of 
  

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 the Plan as are consistent therewith. All actions taken and all interpretations and determinations made by the Committee
in good faith shall be final and binding upon the Employee, the Company and all other interested persons, and shall be given the maximum deference permitted by law. No member of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or this Agreement. 
  
 20. Captions. The captions provided herein are for convenience only and are not to serve as a basis for the interpretation or construction of this Agreement. 
  
 21. Agreement Severable. In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement. 
  
 22. Modifications to the Agreement. This Agreement constitutes the
entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Except as
otherwise provided herein, modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. 
  
 23. Amendment, Suspension, Termination. By accepting this option, the Employee expressly warrants that he or she has
received an option to purchase stock under the Plan, and has received, read and understood the prospectus for the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at
any time. 
  
 o 0 o 
  

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