Amended and Restated Performance Bonus Plan



 Exhibit 10.1 
 POLYCOM, INC. 
 PERFORMANCE BONUS PLAN 

(As Amended and Restated July 1, 2012) 
 SECTION 1 
 BACKGROUND, PURPOSE AND DURATION 

1.1 Effective Date. Polycom, Inc., hereby amends and restates the Plan effective as of July 1, 2012 (the “Effective
Date”). The Plan previously was amended and restated effective as of November 6, 2007, and was approved by an affirmative vote of the holders of a majority of the Shares that were present in person or by proxy and entitled to vote at the
2007 Annual Meeting of Stockholders of the Company. 
 1.2 Purpose of the Plan. The Plan is intended to increase
stockholder value and the success of the Company by motivating Participants (1) to perform to the best of their abilities, and (2) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing Participants
with the opportunity to earn incentive awards for the achievement of goals relating to the performance of the Company. The Plan is intended to permit the payment of bonuses that qualify as performance-based compensation under Section 162(m) of
the Code. 
 SECTION 2 
 DEFINITIONS 
 The following words and phrases will have the following
meanings unless a different meaning is plainly required by the context: 
 2.1 “Actual Award” means as to any
Performance Period, the actual award (if any) payable to a Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for the Performance Period, subject to the Committee’s authority under Section 3.6 to
eliminate or reduce the award otherwise determined by the Payout Formula. 
 2.2 “Affiliate” means any
corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company. 
 2.3
“Base Salary” means as to any Performance Period, the Participant’s earned salary during the Performance Period. Such Base Salary will be before both (a) deductions for taxes or benefits, and (b) deferrals of
compensation pursuant to Company-sponsored plans and Affiliate-sponsored plans. 
 2.4 “Board” means the Board
of Directors of the Company. 
 2.5 “Cash Flow” means as to any Performance Period, cash generated from
operating activities. 
 2.6 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a
specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding
such section or regulation. 







 2.7 “Committee” means the committee appointed by the Board (pursuant to
Section 5.1) to administer the Plan. As of the Effective Date, the Compensation Committee of the Board will serve as the Committee. 
 2.8 “Company” means Polycom, Inc., a Delaware corporation, or any successor thereto. 
 2.9 “Customer Satisfaction” means as to any Performance Period, the objective and measurable goals approved by the Committee that relate to fulfillment of customer expectations and/or
attainment of customer ratings. 
 2.10 “Determination Date” means the latest possible date that will not
jeopardize a Target Award or Actual Award’s qualification as performance-based compensation under Section 162(m) of the Code. 
 2.11 “Disability” means a permanent disability in accordance with a policy or policies established by the Committee (in its discretion) from time to time. 

2.12 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time
the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. 
 2.13 “Financial
Efficiency” means as to any Performance Period, the percentage equal to Profit for the Performance Period, divided by a financial metric determined by the Committee (for example, but not by way of limitation, stockholders’ equity or
Revenue). 
 2.14 “Fiscal Quarter” means a fiscal quarter within a Fiscal Year of the Company. 

2.15 “Fiscal Year” means the fiscal year of the Company. 

2.16 “Margin” means as to any Performance Period, Revenue less operating expenses, divided by Revenue. 

2.17 “Maximum Award” means as to any Participant during any period of three (3) consecutive Fiscal Years, $10
million. 
 2.18 “Participant” means as to any Performance Period, an Employee who has been selected by the
Committee for participation in the Plan for that Performance Period. 
 2.19 “Payout Formula” means as to any
Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards (if any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.

 2.20 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its
discretion) to be applicable to a Participant for a Target Award for a Performance Period. As determined by the Committee, the Performance Goals for any Target Award applicable to a Participant may provide for a targeted level or levels of
achievement using one or more of the following measures: (a) Cash Flow, (b) Customer Satisfaction, (c) Financial Efficiency, (d) Margin, (e) Product Quality, (f) Product Unit Sales, (g) Profit, and
(h) Revenue. Performance Goals may differ from Participant to Participant, Performance Period to Performance Period and from award to award. Any Performance Goal used may be measured (1) in absolute terms, (2) in combination with
another Performance Goal or Goals (for example, but not by way of limitation, as a ratio or matrix), (3) in relative terms (including, but not limited to, as compared 

  
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to results for other periods of time, against financial metrics and/or against another company, companies or an index or indices), (4) on a per-share or per-capita basis, (5) against
the performance of the Company as a whole or a specific business unit(s), business segment(s) or product(s) of the Company, and/or (6) on a pre-tax or after-tax basis. Prior to the Determination Date, the Committee, in its discretion, will
determine whether any significant element(s) or item(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participants (for example, but not by way of limitation, the effect of mergers and
acquisitions). As determined in the discretion of the Committee prior to the Determination Date, achievement of Performance Goals for a particular Award may be calculated in accordance with the Company’s financial statements, prepared in
accordance with generally accepted accounting principles, or as adjusted for certain costs, expenses, gains and losses to provide non-GAAP measures of operating results. 
 2.21 “Performance Period” means any Fiscal Year or such other period longer or shorter than a Fiscal Year but not shorter than a Fiscal Quarter or longer than three Fiscal Years, as
determined by the Committee in its sole discretion. 
 2.22 “Plan” means the Polycom, Inc. Performance Bonus
Plan, as set forth in this instrument and as hereafter amended from time to time. 
 2.23 “Product Quality”
means as to any Performance Period, the objective and measurable goals approved by the Committee for the design, creation or manufacture of products that conform to design specifications or requirements and/or that do not exceed specified defect
levels. 
 2.24 “Product Unit Sales” means as to any Performance Period, the number of product units sold to
third parties. 
 2.25 “Profit” means as to any Performance Period, income. 

2.26 “Progress Payment” means a portion of the Target Award or Actual Award for which the Committee has determined in
accordance with Section 3.6 has been earned by the Participant as of the end of the Progress Period based on achievement of the applicable Performance Goals and thereby may be paid to the Participant during the Performance Period. 

2.27 “Progress Period” means a period shorter than and within the Performance Period for which a Progress Payment may be
made. 
 2.28 “Retirement” means with respect to any Participant, a Termination of Employment occurring in
accordance with a policy or policies established by the Committee (in its discretion) from time to time. 
 2.29
“Revenue” means as to any Performance Period, net revenues generated from third parties. 
 2.30
“Target Award” means the target award payable under the Plan to a Participant for the Performance Period, expressed as a percentage of his or her Base Salary, a specific dollar amount or a result of a formula or formulas, as
determined by the Committee in accordance with Section 3.3. 
 2.31 “Termination of Employment” means a
cessation of the employee-employer relationship between an Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, Retirement, or the
disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate. 

  
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 SECTION 3 
 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 
 3.1 Selection of
Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period. The Committee, in its sole discretion, also may designate as Participants one or more individuals (by name
or position) who are expected to become Employees during a Performance Period. Participation in the Plan is in the sole discretion of the Committee, and will be determined on a Performance Period by Performance Period basis. Accordingly, an Employee
who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period. 
 3.2 Determination of Performance Goals. The Committee, in its sole discretion, will establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals will
be set forth in writing. 
 3.3 Determination of Target Awards. The Committee, in its sole discretion, will
establish a Target Award for each Participant. Each Participant’s Target Award will be determined by the Committee in its sole discretion, and each Target Award will be set forth in writing. 

3.4 Determination of Payout Formula or Formulae. The Committee, in its sole discretion, will establish a Payout Formula or
Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout Formula will (a) be in writing, (b) be based on a comparison of actual performance to the Performance Goals, (c) provide for the
payment of a Participant’s Target Award if the Performance Goals for the Performance Period are achieved at the predetermined level, and (d) provide for the payment of an Actual Award greater than or less than the Participant’s Target
Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the preceding, in no event will a Participant’s Actual Award(s) for any three consecutive Fiscal Year periods exceed the
Maximum Award. 
 3.5 Date for Determinations. The Committee will make all determinations under Sections 3.1
through 3.4 on or before the Determination Date. 
 3.6 Determination of Actual Awards. After the end of each
Performance Period or, to the extent Progress Payments will be made, after the end of the Progress Period, the Committee will certify in writing (for example, in its meeting minutes) the extent to which the Performance Goals applicable to each
Participant for the Performance Period or Progress Period, as applicable, were achieved or exceeded, as determined by the Committee. The Actual Award for each Participant will be determined by applying the Payout Formula to the level of actual
performance that has been certified in writing by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may (a) eliminate or reduce the Actual Award payable to any Participant below that which
otherwise would be payable under the Payout Formula, and (b) determine whether or not any Participant will receive an Actual Award in the event the Participant incurs a Termination of Employment prior to the date the Actual Award is to be paid
pursuant Section 4.2 below. 
 SECTION 4 
 PAYMENT OF AWARDS 
 4.1 Right to Receive Payment. Each Actual
Award that may become payable under the Plan will be paid solely from the general assets of the Company or the Affiliate that employs the Participant (as the case may be), as determined by the Committee. Nothing in this Plan will be construed to
create a trust or to establish or evidence any Participant’s claim of any right to payment of an Actual Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. 

  
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 4.2 Timing of Payment. Subject to Section 3.6, payment of each Actual Award
will be made as soon as administratively practicable, but in no event later than two and one-half months after the end of the applicable Performance Period or Progress Period. 
 4.3 Form of Payment. Each Actual Award will be paid in cash (or its equivalent) in a single lump sum. 
 4.4 Payment in the Event of Death. If a Participant dies prior to the payment of an Actual Award (determined under Section 3.6) that was scheduled to be paid to him or her prior to death
for a prior Performance Period, the Award will be paid to his or her designated beneficiary or, if no beneficiary has been designated, to his or her estate. 
 SECTION 5 
 ADMINISTRATION 

5.1 Committee is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less
than two (2) members of the Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board. Each member of the Committee will qualify as an “outside director” under
Section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination will be valid despite such failure to qualify. Any member of the
Committee may resign at any time by notice in writing mailed or delivered to the Secretary of the Company. 
 5.2 Committee
Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee will have all powers and discretion necessary or appropriate to administer the Plan and to control its
operation, including, but not limited to, the power to (a) determine which Employees will be granted awards, (b) prescribe the terms and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and
subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules for the administration, interpretation and application of the Plan as
are consistent therewith, and (f) interpret, amend or revoke any such rules. 
 5.3 Decisions Binding. All
interpretations, determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference
permitted by law. 
 5.4 Delegation by the Committee. The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may not delegate its authority and/or powers with
respect to awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code. 

SECTION 6 
 GENERAL PROVISIONS 
 6.1 Tax Withholding. The Company or an
Affiliate, as determined by the Committee, will withhold all applicable taxes from any Actual Award, including any federal, state, local and other taxes. 

  
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 6.2 No Effect on Employment. Nothing in the Plan will interfere with or limit in
any way the right of the Company or an Affiliate, as applicable, to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and
any one of its Affiliates (or between Affiliates) will not be deemed a Termination of Employment. Employment with the Company and its Affiliates is on an at-will basis only. The Company expressly reserves the right, which may be exercised at any
time and without regard to when during or after a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect which such treatment might have upon
him or her as a Participant. 
 6.3 Participation. No Employee will have the right to be selected to receive an
award under this Plan, or, having been so selected, to be selected to receive a future award. 
 6.4
Indemnification. Each person who is or will have been a member of the Committee, or of the Board, will be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the
Plan or any award, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or
her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be
exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to
indemnify them or hold them harmless. 
 6.5 Successors. All obligations of the Company and any Affiliate under the
Plan, with respect to awards granted hereunder, will be binding on any successor to the Company and/or such Affiliate, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business or assets of the Company or such Affiliate. 
 6.6 Beneficiary Designations.

 a) Designation. Each Participant may, pursuant to such uniform and nondiscriminatory procedures as the Committee may
specify from time to time, designate one or more Beneficiaries to receive any Actual Award payable to the Participant at the time of his or her death. Notwithstanding any contrary provision of this Section 6.6 will be operative only after (and
for so long as) the Committee determines (on a uniform and nondiscriminatory basis) to permit the designation of Beneficiaries. 

b) Changes. A Participant may designate different Beneficiaries (or may revoke a prior Beneficiary designation) at any time by
delivering a new designation (or revocation of a prior designation) in like manner. Any designation or revocation will be effective only if it is received by the Committee. However, when so received, the designation or revocation will be effective
as of the date the designation or revocation is executed (whether or not the Participant still is living), but without prejudice to the Committee on account of any payment made before the change is recorded. The last effective designation received
by the Committee will supersede all prior designations. 
 c) Failed Designation. If the Committee does not make this
Section 6.6 operative or if Participant dies without having effectively designated a Beneficiary, the Participant’s Account will be payable to the general beneficiary shown on the records of the Employer. If no Beneficiary survives the
Participant, the Participant’s Account will be payable to his or her estate. 

  
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 6.7 Nontransferability of Awards. No award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 6.6. All rights with respect to an award granted to a Participant
will be available during his or her lifetime only to the Participant. 
 6.8 Deferrals. The Committee, in its sole
discretion, may permit a Participant to defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections will be subject to such rules and procedures as will be determined by the
Committee in its sole discretion. Unless otherwise expressly determined by the Committee, the rules and procedures for any deferral elections and deferrals will be designed to comply with Section 409A of the Code. 

6.9 Section 409A. It is intended that all bonuses payable under this Plan will be exempt from the requirements of
Section 409A pursuant to the “short-term deferral” exemption or, in the alternative, will comply with the requirements of Section 409A so that none of the payments and benefits to be provided under this Plan will be subject to
the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or be exempt. Each payment and benefit payable under this Plan is intended to constitute a separate payment for
purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Company may, in good faith and without the consent of any Participant, make any amendments to this Plan and take such reasonable actions which it deems necessary, appropriate
or desirable to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to the Participant. 
 SECTION 7 
 AMENDMENT, TERMINATION AND DURATION 

7.1 Amendment, Suspension or Termination. The Board or the Committee, each in its sole discretion, may amend or terminate the
Plan, or any part thereof, at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair any rights or obligations under any Target Award theretofore granted to
such Participant. No award may be granted during any period of suspension or after termination of the Plan. 
 7.2 Duration
of the Plan. The Plan will commence on the date specified herein, and subject to Section 7.1 (regarding the Board or the Committee’s right to amend or terminate the Plan), will remain in effect thereafter. 

SECTION 8 
 LEGAL CONSTRUCTION 
 8.1 Gender and Number. Except where
otherwise indicated by the context, any masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the plural. 

8.2 Severability. In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or
invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included. 

  
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 8.3 Requirements of Law. The granting of awards under the Plan will be subject
to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 
 8.4 Governing Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.

 8.5 Captions. Captions are provided herein for convenience only, and will not serve as a basis for interpretation
or construction of the Plan. 

  
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