POLYCOM, INC. PERFORMANCE SHARE AGREEMENT

Exhibit 10.42

[FORM OF OFFICER PERFORMANCE SHARE AGREEMENT]

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:

IMPORTANT:

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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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 number of Performance Shares in which the Employee may vest shall depend upon achievement of [INSERT DESCRIPTION OF PERFORMANCE GOALS] for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as Appendix B. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range [INSERT APPLICABLE RANGE] . The number of such Shares shall be determined by the Committee following the end of the Performance Period and the review and approval of the Company’s earnings results by the Company’s Audit Committee, in accordance with the following rules. [INSERT APPLICABLE RULES] When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will 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 APPLICABLE DEFINITIONS] .

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 will have no right to payment of such Performance Shares. Prior to actual payment of any vested Performance Shares, such Performance Shares will 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, the Performance Shares subject to this Performance Share award shall vest on the date of the Employee’s death or Disability as follows: [INSERT DESCRIPTION OF VESTING CONDITIONS]

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, the Performance Shares subject to this Performance Share award shall vest on the date of the Employee’s Retirement as follows: [INSERT DESCRIPTION OF VESTING CONDITIONS]

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 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

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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, “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 at least 15 days’ opportunity to for the Employee to cure the failure, (b) any act of dishonesty taken by the Employee in connection with the Employee’s responsibilities as an employee that is intended to result in the Employee’s substantial personal enrichment, (c) the Employee’s conviction or plea of no contest to a crime that negatively reflects on the Employee’s fitness to perform the Employee’s duties or harms the Company’s (or any Subsidiary’s) reputation or business, (d) the Employee’s willful misconduct that is injurious to the Company (or any Subsidiary), or (e) the Employee’s willful violation of a material Company (or Subsidiary) policy. The preceding definition shall not be deemed to be inclusive of all the acts or omissions that the Company (or any Subsidiary) may consider as grounds for the dismissal or discharge of the Employee or any other individual in the service of the Company (or any Subsidiary).

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).

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(iii) In the event of a Change in Control during the Performance Period, the Performance Period shall be deemed to end immediately prior to the Change in Control. The number of Performance Shares in which the Employee shall be entitled to vest in accordance with the terms of this Agreement and the Vesting Schedule set forth on the Notice of Grant shall be determined by the Committee (as in existence prior to the Change in Control) and shall be the sum of (A) and (B) below. For this purpose, the Target Number of Performance Shares shall be allocated on a pro rata basis between (i) the Company’s fiscal quarter(s) within the Performance Period that were completed p