Form of Nonemployee Director Nonqualified Stock Option Agreement



 Exhibit 10.1 
  
 [FORM OF NONEMPLOYEE DIRECTOR NONQUALIFIED 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 Non-Qualified 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 NONQUALIFIED STOCK OPTION 
  
 1. Grant of Option. The Company hereby grants to the Director 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 nonqualified 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 on the dates shown on the Notice
of Grant. Except to the limited extent provided in paragraphs 5 and 12, Shares scheduled to vest on any such date actually will vest only if the Director has not incurred a Termination of Service prior to such date. 
  
 4. Termination of Option. Subject to Paragraph 5 below, in the event
of the Director’s Termination of Service for any reason, the Director may, within one (1) year 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 provided that the Director has not breached the provisions set forth in paragraphs 23 and 24. If the Director breaches the provisions set forth in paragraphs 23 or 24, this option shall terminate immediately. In addition, upon
the Director’s Termination of Service for any reason other than death or Disability, any unvested portion of this option (after applying the rules of Paragraph 12) shall terminate immediately. 
  
 5. Death or Disability of Director. In the event that the
Director’s Termination of Service occurs as a result of death or Disability, the right to exercise this option shall fully vest as to all of the Shares. In the event of the Director’s death, the Director’s designated beneficiary, or
if no beneficiary survives the Director, the administrator or executor of the Director’s estate, may exercise any vested but unexercised portion of the option within one (1) year after the date of the Director’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 Director’s lifetime only by the Director. 
  
 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 except pursuant to a Qualified Domestic Relations Order) and shall not be subject to sale under execution, attachment or similar process. 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 Director 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 
  

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 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 Director 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) 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 Director.) 
  
 (c) In another form permitted by the Committee in accordance with the terms of the Plan. 
  
 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 Director 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 Director’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 Director’s participation in the Plan, the Director 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 Director authorizes the Company and/or a Subsidiary to withhold all applicable withholding taxes from any cash compensation due to the
Director. Furthermore, the Director 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 Director’s participation in the Plan that cannot be satisfied
by deduction from cash compensation due to the Director. The Director 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.

  

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 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 Director’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 Director 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 Director 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. In addition, if the Director is not asked to be a member of the board of directors of the combined successor entity following a Change in
Control that occurs prior to the expiration of this option, this option shall become fully vested and exercisable as to all of the Shares that are unvested and unexercised immediately preceding the Change in Control and Paragraphs 23 and 24 hereof
shall be deemed to be without force and effect. 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 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). 
  
 13. No Rights of Stockholder. Neither the Director (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 Director (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. 
  

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 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. This option is not an incentive stock option as defined in Section 422 of the Internal Revenue Code. The Company may, in its discretion, issue newly issued shares or treasury shares pursuant to this option. 
  
 18. 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 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 Director, 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. 
  
 19. 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. 
  
 20. 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.

  
 21. Modifications to the Agreement. This Agreement
constitutes the entire understanding of the parties on the subjects covered. The Director 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. 
  
 22. Amendment, Suspension, Termination. By accepting this option, the
Director expressly warrants that he or she has received an option to purchase stock under the Plan, and has received, read and understood a description of the Plan. The Director understands that the Plan is discretionary in nature and may be
modified, suspended or terminated by the Company at any time. 
  
 23. Non-Compete. The Director agrees that for the period commencing on the date the Director executes this option and ending on the date occurring twelve (12) months after the Director incurs a Termination of Service (the
“Obligations Period”), the Director, directly or indirectly, whether as an employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, will (a) not engage, participate or invest in any
business activity anywhere in the world that is directly competitive with the principal products or services of the Company and its subsidiaries (the “Businesses”) (except that it will not be a violation of this Paragraph 23 for the
Director to own as a passive investment not more than one percent of any class of publicly traded securities of any entity); nor (b) solicit business from any of the Businesses’ customers and users on behalf of any business that directly
competes with the Businesses. 
  
 24. Non-Solicit. The
Director agrees that for the Obligations Period, the Director will not either directly or indirectly solicit, induce, recruit, or encourage any of the Company’s employees to leave their employment, or take away such employees, either for the
benefit of the Director or on behalf of another entity. 
  
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