THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY ANY PERSON OR RELATED
GROUP OF PERSONS (OTHER THAN THE CORPORATION OR A PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE
CORPORATION), OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 OF THE
1934 ACT) OF SECURITIES POSSESSING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL
COMBINED VOTING POWER OF THE CORPORATION'S OUTSTANDING SECURITIES PURSUANT TO A
TENDER OR EXCHANGE OFFER MADE DIRECTLY TO THE CORPORATION'S STOCKHOLDERS, OR
(II)
A CHANGE IN THE COMPOSITION OF THE BOARD OVER A PERIOD OF
THIRTY-SIX (36) CONSECUTIVE MONTHS OR LESS SUCH THAT A MAJORITY OF THE BOARD
MEMBERS CEASES, BY REASON OF ONE OR MORE CONTESTED ELECTIONS FOR BOARD
MEMBERSHIP, TO BE COMPRISED OF INDIVIDUALS WHO EITHER (A) HAVE BEEN BOARD
MEMBERS CONTINUOUSLY SINCE THE BEGINNING OF SUCH PERIOD OR
(B) HAVE BEEN
ELECTED OR NOMINATED FOR ELECTION AS BOARD MEMBERS DURING SUCH PERIOD BY AT
LEAST A MAJORITY OF THE BOARD MEMBERS DESCRIBED IN CLAUSE (A) WHO WERE STILL IN
OFFICE AT THE TIME THE BOARD APPROVED SUCH ELECTION OR NOMINATION.
D.
CODE SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
E.
COMMON STOCK SHALL MEAN THE CORPORATION'S COMMON STOCK.
F.
CORPORATE TRANSACTION SHALL MEAN EITHER OF THE FOLLOWING
STOCKHOLDER-APPROVED TRANSACTIONS TO WHICH THE CORPORATION IS A PARTY:
(I)
A MERGER OR CONSOLIDATION IN WHICH SECURITIES POSSESSING MORE
THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF THE CORPORATION'S
OUTSTANDING SECURITIES ARE TRANSFERRED TO A PERSON OR PERSONS DIFFERENT FROM THE
PERSONS HOLDING THOSE SECURITIES IMMEDIATELY PRIOR TO SUCH TRANSACTION; OR
(II)
THE SALE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY
ALL OF THE CORPORATION'S ASSETS IN COMPLETE LIQUIDATION OR DISSOLUTION OF THE
CORPORATION.
G.
CORPORATION SHALL MEAN POLYCOM, INC., A DELAWARE CORPORATION, AND
ANY CORPORATE SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR VOTING
STOCK OF POLYCOM, INC. WHICH SHALL BY APPROPRIATE ACTION ADOPT THE PLAN.
H.
DISCRETIONARY OPTION GRANT PROGRAM SHALL MEAN THE DISCRETIONARY
OPTION GRANT PROGRAM IN EFFECT UNDER THE PLAN.
I.
ELIGIBLE DIRECTOR SHALL MEAN A NON-EMPLOYEE BOARD MEMBER
ELIGIBLE TO PARTICIPATE IN THE AUTOMATIC OPTION GRANT PROGRAM IN ACCORDANCE WITH
THE
ELIGIBILITY PROVISIONS OF ARTICLE ONE.
-16-
J.
EMPLOYEE SHALL MEAN AN INDIVIDUAL WHO IS IN THE EMPLOY OF THE
CORPORATION (OR ANY PARENT OR SUBSIDIARY), SUBJECT TO THE CONTROL AND DIRECTION
OF THE EMPLOYER ENTITY AS TO BOTH THE WORK TO BE PERFORMED AND THE MANNER AND
METHOD OF PERFORMANCE.
K.
EXERCISE DATE SHALL MEAN THE DATE ON WHICH THE CORPORATION SHALL
HAVE RECEIVED WRITTEN NOTICE OF THE OPTION EXERCISE.
L.
FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON ANY RELEVANT DATE
SHALL BE DETERMINED IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
(I)
IF THE COMMON STOCK IS AT THE TIME TRADED ON THE NASDAQ NATIONAL
MARKET, THEN THE FAIR MARKET VALUE SHALL BE THE CLOSING SELLING PRICE PER SHARE
OF COMMON STOCK ON THE DATE IN QUESTION, AS SUCH PRICE IS REPORTED BY