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Exhibit
10.29
[FORM OF OFFICER
PERFORMANCE SHARE AGREEMENT – [PERFORMANCE
GOAL]
POLYCOM,
INC.
PERFORMANCE SHARE
AGREEMENT
[NAME]
Employee ID Number: [
Number ]
NOTICE OF
GRANT
Polycom, Inc. (the
“Company”) hereby grants you, [Name] (the
“Employee”), an award of Performance Shares under the
Company’s 2004 Equity Incentive Plan (the
“Plan”). The date of this Performance Share Agreement
(the “Agreement”) is [DATE] (the “Grant
Date”). Subject to the provisions of Appendix A
(attached), Appendix B (attached) and of the Plan, the principal
features of this award are as follows:
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Target
Number of
Performance Shares: |
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[
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| Performance Periods: |
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[2007,
2008 and 2009 Fiscal Years] |
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| Vesting
Schedule: |
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The Target
Number of Performance Shares shall vest in accordance with the
following schedule provided that the targets set forth in Appendix
B for each applicable Performance Period have been
achieved: |
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Performance
Period
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Vesting
Date*
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Target Number of
Performance Shares
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| 2007 Fiscal
Year |
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First
anniversary of the Grant Date or, if later, the date the Committee
certifies achievement of targets in [INSERT PERFORMANCE
GOAL] for such Performance Period |
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[INSERT NUMBER] |
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| 2008 Fiscal
Year |
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Second
anniversary of the Grant Date or, if later, the date the Committee
certifies achievement of targets in [INSERT PERFORMANCE
GOAL] for such Performance Period |
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[INSERT NUMBER] |
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| 2009 Fiscal
Year |
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Third
anniversary of the Grant Date or, if later, the date the Committee
certifies achievement of targets in [INSERT PERFORMANCE
GOAL] for such Performance Period |
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[INSERT NUMBER] |
Notwithstanding the foregoing, if the
targets are not met for a particular Performance Period and
therefore no vesting of the Target Number of Performance Shares
allocated to such Performance Period occurs, such Target Number of
Performance Shares shall be allocated to the next Performance
Period and shall vest if the cumulative targets for [INSERT
PERFORMANCE GOAL] are met in such subsequent Performance
Period.
IMPORTANT:
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Except as otherwise provided in Appendix A, Employee shall not
vest in the Performance Shares unless he or she is employed by the
Company or one of its Subsidiaries through the applicable vesting
date. |
Your signature below
indicates your agreement and understanding that this award is
subject to all of the terms and conditions contained in
Appendix A, Appendix B and the Plan. For example, important
additional information on vesting and forfeiture of the Performance
Shares is contained in paragraphs 3 through 5 and
paragraph 7 of Appendix A. PLEASE BE SURE TO READ ALL OF
APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS AGREEMENT.
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| POLYCOM, INC. |
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EMPLOYEE |
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| [NAME] |
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[NAME] |
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| [TITLE] |
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| Date:
___________, 200__ |
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Date:
___________, 200__ |
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APPENDIX A
TERMS AND CONDITIONS OF
PERFORMANCE SHARES
1. Grant . The Company
hereby grants to the Employee under the Plan an award of the Target
Number of Performance Shares set forth on the Notice of Grant,
subject to all of the terms and conditions in this Agreement and
the Plan. As of the date of grant, the Employee is an executive
officer of the Company who is subject to Section 16 of the
1934 Act. The Performance Shares in which the Employee may vest
shall depend upon achievement of targets in growth of [INSERT
PERFORMANCE GOAL] for each Performance Period as set forth on
Appendix B, attached hereto. Achievement of such targets shall be
certified by the Committee following the end of each Performance
Period and the review and approval of the Company’s earnings
results by the Company’s Audit Committee. When Shares are
paid to the Employee in payment for the Performance Shares, par
value shall be deemed paid by the Employee for each Performance
Share by past services rendered by the Employee, and shall be
subject to the appropriate tax withholdings. Unless otherwise
defined herein, capitalized terms used herein shall have the
meanings ascribed to them in the Plan.
(a) As used herein, “
[INSERT PERFORMANCE GOAL] ” shall have the meaning
ascribed to such term in Section [INSERT SECTION] of the
Plan.
2. Company’s
Obligation to Pay . Each Performance Share has a value equal to
the Fair Market Value of a Share on the date that the Performance
Share is granted. Unless and until the Performance Shares have
vested in the manner set forth in paragraphs 3 through 5, the
Employee shall have no right to payment of such Performance Shares.
Prior to actual payment of any vested Performance Shares, such
Performance Shares shall represent an unsecured obligation. Payment
of any vested Performance Shares shall be made in whole Shares
only.
3. Vesting Schedule/Period
of Restriction . Except as provided in paragraphs 4 and 5, and
subject to paragraph 7, the Performance Shares awarded by this
Agreement shall vest in accordance with the vesting provisions set
forth on the first page of this Agreement. Performance Shares shall
not vest in the Employee in accordance with any of the provisions
of this Agreement unless the Employee shall have been continuously
employed by the Company or by one of its Subsidiaries from the
Grant Date until the date the Performance Shares are otherwise
scheduled to vest.
4. Modifications to
Vesting Schedule.
(a) Vesting upon Leave of
Absence. In the event that the Employee takes an authorized
leave of absence (“LOA”), the Performance Shares
awarded by this Agreement that are scheduled to vest shall be
modified as follows:
(i) if the duration of the
Employee’s LOA is sixty (60) days or less, the vesting
schedule set forth on the first page of this Agreement shall not be
affected by the Employee’s LOA.
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(ii) if the duration of the
Employee’s LOA is greater than sixty (60) days, the
scheduled vesting of any Performance Shares awarded by this
Agreement that are not then vested shall be deferred for a period
of time equal to the duration of the Employee’s
LOA.
(b) Death or Disability of
Employee . In the event that the Employee incurs a Termination
of Service due to his or her death or Disability during a
Performance Period, the Employee shall immediately vest in the
number of Performance Shares allocated to such Performance Period
(as set forth on the Notice of Grant). Notwithstanding the
foregoing, if the Employee had commenced an LOA prior to
December 31 st of a
Performance Period and such Employee’s death or Disability
occurs during a subsequent Performance Period, the Employee shall
immediately vest in (i) the number of Performance Shares
allocated to the Performance Period in which the Employee commenced
an LOA (as set forth on the Notice of Grant) and (ii) the
number of Performance Shares initially allocated to the subsequent
Performance Period in which the Employee’s death or
Disability occurred (as set forth on the Notice of
Grant).
In the event that any
applicable law limits the Company’s ability to accelerate the
vesting of this award of Performance Shares, this paragraph 4(b)
shall be limited to the extent required to comply with applicable
law.
(c) Retirement of
Employee . In the event that the Employee incurs a Termination
of Service due to his or her Retirement during a Performance
Period, the Employee shall immediately vest as to the number of
Performance Shares determined by (i) multiplying the Target
Number of Performance Shares by the percentage determined by
dividing the number of days that have elapsed following the Grant
Date to the date of the Employee’s Retirement by 1095 and
(ii) subtracting the number of vested Performance
Shares.
In the event that any
applicable law limits the Company’s ability to accelerate the
vesting of this award of Performance Shares, this paragraph 4(c)
shall be limited to the extent required to comply with applicable
law.
For purposes of this
Agreement, “Retirement” means Termination of Service
after attaining either (a) age sixty-five (65), or
(b) age fifty-five (55) plus a number of Years of Service
so that the sum of the Employee’s age and Years of Service is
at least sixty-five (65). For this purpose, the Employee’s
“Years of Service” equals the number of full months
from the Employee’s latest hire date with the Company (or any
Subsidiary) to the date of Termination of Service, divided by
12.
(d) Change in
Control.
(i) In the event of a Change
in Control, this award shall be subject to the definitive agreement
governing such Change in Control. Such agreement, without the
Employee’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 award by the surviving
corporation or its parent; (b) the substitution by the
surviving corporation or its parent of an award with substantially
the same terms as this award; or (c) the cancellation of this
award after payment to the Employee in
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Shares of an amount equal to
the Performance Shares subject to this award 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 award, this award shall have the treatment
specified in clause (c) of the preceding sentence. The
Committee may, in its sole discretion, accelerate the vesting of
this award in connection with any of the foregoing alternatives.
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 more than fifty percent
(50%) 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 one-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).
(ii) Notwithstanding anything
herein to the contrary, in the event the Employee incurs a
Termination of Service within twelve (12) months following a
Change in Control on account of a termination by the Company (or
any Subsidiary) for any reason other than Cause or on account of a
termination by the Employee for Good Reason, then this award
immediately will vest in one hundred percent (100%) of the
Performance Shares subject to this Performance Share
award.
For purposes of this
Agreement, “Good Reason” means without the
Employee’s written consent (a) the Employee being
assigned by the Company (or a Subsidiary) to duties that are
substantially inconsistent with the Employee being a senior
executive of the Company (or a Subsidiary), (b) the
Employee’s principal work location being moved more than 35
miles, (c) the Company (or a Subsidiary) reducing the
Employee’s base salary by more than 10% (unless the base
salaries of substantially all other senior executives of the
Company are similarly reduced), or (d) the Company reducing
the kind or level of benefits (not including base salary, target
bonus or equity compensation) for which the Employee is eligible
(unless the level of benefits available to substantially all other
senior executives of the Company is similarly reduced).
For purposes of this
Agreement, “Cause” means (a) the Employee’s
failure to perform (other than due to Disability or death) the
duties of the Employee’s position (as they may exist from
time to time) to the reasonable satisfaction of the Company (or any
Subsidiary) after receipt of a written warning and a
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