Exhibit 10.1
POLYCOM, INC.
AMENDED SEVERANCE
AGREEMENT
This Amended Severance Agreement
(the “Agreement”) is made and entered into by and
between Polycom, Inc., a Delaware Corporation (the
“Company”), and you, Robert Hagerty, effective as of
May 20, 2008 (the “Effective Date”) and amends and
restates the Severance Agreement entered into as of July 31,
2003 (the “Original Effective Date”), by you and the
Company. For purposes of this Agreement, the “Company”
shall include any parent or subsidiary of the Company, unless the
context clearly requires otherwise.
This Agreement is intended to
strongly encourage you to remain with the Company by providing you
with certain severance benefits in the event that your employment
with the Company terminates under certain circumstances. This
Agreement also is intended to provide you with enhanced financial
security in recognition of your past and future service to the
Company.
1. Eligibility
for Severance Benefits . You will be entitled to the payments
and benefits described in Section 2 only if both:
(a) either (1) the Company terminates your employment for
a reason other than Cause, death or Disability, or (2) you
voluntarily terminate your employment with the Company for Good
Reason, and (b) you (1) sign and deliver to the Company a
Release of Claims satisfactory to the Company within the period
required by the Release of Claims and in no event later than two
and one-half (2 1 / 2 ) months following the end
of the calendar year in which your termination of employment
occurs, (2) do not subsequently revoke your signature on the
Release of Claims, and (3) comply with all of the terms of
this Agreement, including (but not limited to) Section 7
regarding Non-Solicitation of Employees and Section 8
regarding Non-Competition. Notwithstanding the preceding, if your
termination of employment would qualify you for payments and
benefits under your Amended Change of Control Severance Agreement
with the Company dated May 20, 2008, you will receive none of the
payments and benefits described in Section 2. Instead, you
will receive the payments and benefits to which you are entitled
under your Change of Control Severance Agreement.
2. Severance Benefits . If
you meet the eligibility requirements described in Section 1,
you will receive the following.
(a) Severance Payments . You
will receive severance pay equal to your annual base salary and
target bonus in effect immediately prior to the date of your
termination of employment (the “Termination Date”) for
a period of two years following the Termination Date. The severance
pay with respect to your annual base salary will be paid in
accordance with the Company’s standard payroll practices and
the severance pay with respect to your target bonus will be paid at
the same time as bonuses are scheduled to be paid to the
Company’s other senior executives. Subject to
Section 2(e) below, the severance payments will commence
within three (3) days after the Release of Claims becomes
effective and no longer is subject to revocation.
(b) Option Exercisability .
You will have one year following the Termination Date to exercise
your Company stock option grant nos. 00000822 (dated July 23,
1999), NQ000822 (dated July 23, 1999), 00002008 (dated
May 17, 2001), NQ002008 (dated May 17, 2001) and any
Company stock options granted to you after the Original Effective
Date, but in each case only to the extent that such option is
vested and unexpired on the Termination Date. Moreover, in no event
may any such option be exercised after the original maximum term of
the option. Any options that are unvested on the Termination Date
will be forfeited on that date.
(c) Other Benefits . You may
continue your health, dental and vision benefits coverage under the
Company’s group health plans for up to one year following the
Termination Date or until you (and your eligible dependents) become
eligible for group insurance benefits from another employer or are
no longer eligible to receive continuation coverage pursuant to
COBRA, whichever comes first, but only if you elect continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (“COBRA”), within the time period
prescribed pursuant to COBRA. For the duration of the one-year
coverage period, the Company will reimburse you for the COBRA
premiums paid by you (for coverage for yourself and your eligible
dependents). COBRA reimbursements will be made by the Company to
you consistent with the Company’s normal expense
reimbursement policy, provided that you submit documentation to the
Company substantiating your payments for COBRA coverage. After the
one-year coverage period, Company reimbursements will cease and you
will be responsible for the payment of any COBRA premiums. The
Company will not reimburse you for any taxable
income imputed to you because the
Company has reimbursed you for your COBRA premiums (or those of
your eligible dependents).
(d) Accrued Wages and Paid-Time
Off; Expenses . The Company will pay you: (1) any unpaid
base salary due for periods prior to the Termination Date,
(2) all of your accrued and unused paid-time off
(“PTO”) through the Termination Date,
(3) following your submission of proper expense reports, the
total unreimbursed amount of all expenses incurred by you in your
duties of employment with the Company that are reimbursable in
accordance with the Company’s then-existing policies, and
(4) any other benefits due to you through the Termination Date
under the Company’s formal employee benefit plans (for
example, the Company’s “401(k)” plan). These
payments will be made promptly upon your employment termination and
within the period of time mandated by law or as provided in the
applicable plan document.
(e) Section 409A
.
(i) Six-Month Delay .
Notwithstanding anything to the contrary in this Agreement, if you
are a “specified employee” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended,
and the final regulations and any guidance promulgated thereunder
(“Section 409A”) at the time of your termination of
employment (other than due to death), then the severance benefits
payable to you under this Agreement, if any, and any other
severance payments or separation benefits that may be considered
deferred compensation under Section 409A (together, the
“Deferred Compensation Separation Benefits”) otherwise
due to you on or within the six (6) month period following
your termination of employment will accrue during such six
(6) month period and will become payable in a lump sum payment
(less applicable withholding taxes) on the date six (6) months
and one (1) day following the date of your termination of
employment. All subsequent payments, if any, will be payable in
accordance with the payment schedule applicable to each payment or
benefit. Notwithstanding anything herein to the contrary, if you
die following your termination of employment but prior to the six
(6) month anniversary of your date of termination, then any
payments delayed in accordance with this paragraph will be payable
in a lump sum (less applicable withholding taxes) to your estate as
soon as administratively practicable after the date of your death
and all other Deferred Compensation Separation Benefits will be
payable in accordance with the payment schedule applicable to each
payment or benefit.
(i) Amendments to this Agreement
to Comply with Section 409A . This provision is intended
to comply with the requirements of Section 409A so that none
of the severance payments and benefits to be provided hereunder
will be subject to the additional tax imposed under
Section 409A, and any ambiguities herein will be interpreted
to so comply. The Company and you agree to work together in good
faith to consider amendments to this Agreement and to take such
reasonable actions which are necessary, appropriate or desirable to
avoid imposition of any additional tax or income recognition prior
to actual payment to you under Section 409A.
3. Other Terminations of
Employment . If your employment with the Company is terminated
by the Company for Cause, death or Disability, or if you
voluntarily terminate your employment other than for Good Reason,
you will not be entitled to receive any of the payments or benefits
described in Section 2 of this Agreement. However, you may be
eligible for benefits under the Company’s severance and
benefit plans and policies on the Termination Date. In addition,
the Company will pay you: (1) any unpaid base salary due for
periods prior to the Termination Date, (2) all of your accrued
and unused PTO through the Termination Date, (3) following
your submission of proper expense reports, the total unreimbursed
amount of all expenses incurred by you in your duties of employment
with the Company that are reimbursable in accordance with the
Company’s then-existing policies, and (4) any other
benefits due to you through the Termination Date under the
Company’s formal employee benefit plans (for example, the
Company’s “401(k)” plan). These payments will be
made promptly upon your employment termination and within the
period of time mandated by law or as provided in the applicable
plan document.
4. Definition of Terms . The
following terms used to in this Agreement shall have the following
meanings:
(a) Cause. “Cause” means
(1) an act of pers
