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POLYCOM, INC. 2004 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE SHARE AGREEMENT[S]

Performance Unit Award Agreement

POLYCOM, INC. 2004 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE SHARE AGREEMENT[S] | Document Parties: POLYCOM INC | POLYCOM, INC You are currently viewing:
This Performance Unit Award Agreement involves

POLYCOM INC | POLYCOM, INC

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Title: POLYCOM, INC. 2004 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE SHARE AGREEMENT[S]
Governing Law: California     Date: 2/29/2008
Industry: Communications Equipment     Sector: Technology

POLYCOM, INC. 2004 EQUITY INCENTIVE PLAN AMENDMENT TO PERFORMANCE SHARE AGREEMENT[S], Parties: polycom inc , polycom  inc
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Exhibit 10.27

 

[FORM OF AMENDMENT FOR U.S. FORMS OF PERFORMANCE SHARE AGREEMENTS]

 

POLYCOM, INC.

2004 EQUITY INCENTIVE PLAN

AMENDMENT TO PERFORMANCE SHARE AGREEMENT[S]

 

This Amendment (the “Amendment”) has been made this [INSERT DATE] by Polycom, Inc. (the “Company”).

 

RECITALS

 

WHEREAS : The Company granted [INSERT NAME] (the “Employee”) [an award] [awards] of Performance Shares on [INSERT DATE(S)] under the Company’s 2004 Equity Incentive Plan (the “Plan”) and [a performance share agreement] [performance share agreements] between the Company and the Employee (the “Performance Share Agreement[s]”);

 

WHEREAS : The Company desires to amend the Performance Share Agreement[s] to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended;

 

NOW, THEREFORE , the Company hereby amends the Employee’s Performance Share Agreement[s] to provide as follows:

 

AGREEMENT

 

Unless otherwise defined herein, initially capitalized terms shall have the same meanings as defined in the Plan.

 

1. Change in Control . Subsections (a) and (c) of the definition of “Change in Control” in Section 4(d)(i) of the Performance Share Agreement[s] are hereby amended in their entirety to read as follows:

 

“(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 more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities;”

 

“(c) a change in the composition of the Board occurring within a one-year period, as a result of which fewer than a majority of the directors are Incumbent Directors;”

 

2. Committee Discretion . Section 5 of the Performance Share Agreement[s] is hereby amended to add the following the language:

 

“Notwithstanding the foregoing, if the Committee, in its discretion, accelerates the vesting of the balance, or some lesser portion of the balance, of the Performance Shares in

 


connection with the Employee’s Termination of Service (other than due to death) and if the Employee is a “specifi


 
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