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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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